Common use of AMENDMENT OR WAIVER BY THE MANAGING MEMBER Clause in Contracts

AMENDMENT OR WAIVER BY THE MANAGING MEMBER. Notwithstanding the foregoing, the Managing Member, without the consent of any Additional Member, may amend or waive any provision of this Agreement (unless such amendment or waiver would have a material adverse effect on any of the Additional Members) to reflect: (i) a change in the name of the Company or the location of the principal place of business or the registered office of the Company; (ii) a change that is necessary to qualify the Company as a limited liability company in which the Additional Members have limited liability under the laws of any jurisdiction or that is necessary or advisable in the opinion of the Managing Member to ensure that the Company will not be taxable other than as a partnership under the Code and Regulations; (iii) a change that is (x) of an inconsequential nature or (y) necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or contained in any federal or state statute; (iv) a change in any provision of this Agreement that requires any action to be taken by or on behalf of the Managing Member or the Company pursuant to the requirements of the Delaware Act if the provisions of the Delaware Act are amended, modified or revoked so that the taking of such action is no longer required; (v) a change to add to the duties or obligations of the Managing Member; (vi) a change that, in the reasonable opinion of the Managing Member, does not adversely affect the rights of the Additional Members in any material respect; and (vii) a change clarifying any ambiguity, defect or inconsistency in this Agreement. Within a reasonable period after any change or amendment or waiver in accordance with the preceding sentence, the Managing Member shall send a written notice to each Additional Member describing such change or amendment or waiver in reasonable detail.