Common use of Amendment or Restatement; Power of Attorney Clause in Contracts

Amendment or Restatement; Power of Attorney. Any amendment, modification, supplement or restatement of this Agreement (including any Exhibit or Schedule hereto) or the Certificate and any waiver of any provision thereof shall require approval of holders of 100% of the Membership Interests; provided, however, that any such amendment, modification, supplement, restatement or waiver to reflect a Disposition made in accordance with this Agreement or other administrative or immaterial changes shall only require the approval of the Board (and the Board shall approve the necessary amendment or modification, to reflect a Disposition made in accordance with this Agreement).