This Agreement, including the exhibits attached hereto, and any instruments and agreements to be executed pursuant to this Agreement, sets forth the entire understanding of the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings with respect to its subject matter.  This Agreement may not be waived or modified, in whole or in part, except by a writing signed by each of the parties hereto.  No waiver of any provision of this Agreement in any instance shall be deemed to be a waiver of the same or any other provision in any other instance.  Failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of its rights under such provision.