This Agreement and the other Transaction Documents constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all previous contracts and understandings between the parties with respect to the subject matter hereof and thereof.  Accordingly, except as otherwise expressly provided in a Transaction Document, in the event of any conflict between the provisions of a Transaction Document and an Existing Arrangement, the provisions of such Transaction Document shall control, and the provisions of the Existing Arrangement shall be deemed amended as required to give effect to such provisions of the Transaction Documents.  Except as amended or terminated as provided in a Transaction Document, all other terms and conditions of the Existing Arrangements shall remain in full force and effect.