This Agreement, together with the Manager Allocation Agreement and any subordination agreement mutually agreed upon by Manager and any lender to Owner, if any, contains the entire agreement between the Parties and all prior negotiations and agreements are merged herein. Neither this Agreement nor any provision hereof may be changed, waived, altered or modified, except by written instrument signed by the Party against which enforcement of the change, waiver, discharge or termination is sought. The failure of either Party to enforce at any time, or for any period of time, any provision of this Agreement shall not be construed to be a waiver of such provision.