This Second Amendment constitutes the entire agreement and understanding between the parties with respect to the subject of this Second Amendment and shall supersede all prior written and oral agreements concerning this subject matter.  This Second Amendment may not be amended, modified or otherwise changed in any respect whatsoever except by a writing duly executed by authorized representatives of BC Manager and BC Advisor.  Each party acknowledges that it has read this Second Amendment, fully understands all of this Second Amendment’s terms and conditions, and executes this Second Amendment freely, voluntarily and with full knowledge of its significance.  Each party to this Second Amendment has had the opportunity to receive the advice of counsel prior to the execution hereof.