Common use of Amendment Procedures Clause in Contracts

Amendment Procedures. Amendments to this Agreement may be proposed only by the Managing Member. To the fullest extent permitted by law, the Managing Member shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so free of any duty (including any fiduciary duty) or obligation whatsoever to the Company, any Non-Managing Member or any other Person bound by this Agreement, and, in declining to propose or approve an amendment to this Agreement, to the fullest extent permitted by law shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity, and the Managing Member in determining whether to propose or approve any amendment to this Agreement shall be permitted to do so in its sole discretion. An amendment to this Agreement shall be effective upon its approval by the Managing Member and, except as otherwise provided by Section 13.1 or Section 13.3, the holders of a Unit Majority, unless a greater or different percentage of Outstanding Units is required under this Agreement. Each proposed amendment that requires the approval of the holders of a specified percentage of Outstanding Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Managing Member shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting of the Unitholders to consider and vote on such proposed amendment. The Managing Member shall notify all Record Holders upon final adoption of any amendments. The Managing Member shall be deemed to have notified all Record Holders as required by this Section 13.2 if it has posted or made accessible such amendment through the Company’s or the Commission’s website.

Amendment Procedures. Amendments to this Agreement may be proposed only by the Managing MemberBoard of Directors. To the fullest extent permitted by law, the Managing Member Board of Directors shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so in its sole and absolute discretion, free of any duty (including any fiduciary duty) or obligation whatsoever to the Company, any Non-Managing Member Company or any other Person bound by this Agreement, Member and, in declining to propose or approve an amendment to this Agreementamendment, to the fullest extent permitted by law law, shall not have any fiduciary duty and shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at in equity, and the Managing Member in determining whether to propose or approve any . A proposed amendment to this Agreement shall be permitted to do so in its sole discretion. An amendment to this Agreement shall be effective upon its approval by the Managing Member Board of Directors and, except as otherwise provided by Section 13.1 in Sections 12.1 or Section 13.312.3, the affirmative vote of the holders of at least a Unit Majoritymajority of the voting power of the Outstanding Voting Shares, unless a greater or different percentage of Outstanding Units Voting Shares is required under this AgreementAgreement or by Delaware law. Each proposed amendment that requires the approval affirmative vote of the holders of a specified percentage of the voting power of the Outstanding Units Voting Shares shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Managing Member Board of Directors shall seek the written approval of the requisite percentage of the voting power of the Outstanding Units Voting Shares or call a meeting of the Unitholders Members to consider and vote on such proposed amendment. The Managing Member Board of Directors shall notify all Record Holders upon final adoption of any such proposed amendments. The Managing Member Board of Directors shall be deemed to have notified all Record Holders as required by this Section 13.2 12.2 if it has posted or made accessible either (a) filed such amendment through with the Commission via its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) and such amendment is publicly available on such system or (b) made such amendment available on any publicly available website maintained by or on behalf of the Company’s or the Commission’s website.

Amendment Procedures. (a) Except as provided in Sections 13.1 and 13.3, all amendments to this Agreement shall be made in accordance with the following requirements. Amendments to this Agreement may be proposed only by or with the Managing Member. To consent of the fullest extent permitted by law, the Managing Member shall have no duty General Partner which consent may be given or obligation to propose or approve any amendment to this Agreement and may decline to do so free of any duty (including any fiduciary duty) or obligation whatsoever to the Company, any Non-Managing Member or any other Person bound by this Agreement, and, in declining to propose or approve an amendment to this Agreement, to the fullest extent permitted by law shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity, and the Managing Member in determining whether to propose or approve any amendment to this Agreement shall be permitted to do so withheld in its sole discretion. An A proposed amendment to this Agreement shall be effective upon its approval by the Managing Member and, except as otherwise provided by Section 13.1 or Section 13.3, the holders of a Unit Majority, unless a greater or different percentage of Outstanding Units is required under this AgreementAgreement or by Delaware law. Each proposed amendment that requires the approval of the holders of a specified percentage of Outstanding Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Managing Member General Partner shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting of the Unitholders to consider and vote on such proposed amendment. The Managing Member General Partner shall notify all Record Holders upon final adoption of any such proposed amendments. (b) Notwithstanding the other provisions hereof, two or more Partners (the “Agreeing Partners”) may with the consent of the General Partner, which consent may be granted or withheld in the sole discretion of the General Partner, enter into an agreement (a “Distribution Sharing Agreement”) so as to provide for the division between the Agreeing Partners of amounts that would otherwise be distributed pursuant to the provisions hereof in respect of Units (the “Identified Units”) that are held by them, provided that the General Partner determines, in its discretion, that such Distribution Sharing Agreement will not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect. The Managing Member General Partner may condition any consent upon an agreement as to the manner in which the items of income, gain, loss, deduction and credit of the Partnership that would be allocated to the holders of the Identified Units will be divided among the Agreeing Partners and upon other matters. Any such Distribution Sharing Agreement will be treated as a part of this Agreement as though it were set out herein verbatim but it shall not affect the ability of the Partners to change the rights of the holders of the Identified Units to distributions pursuant to the provisions hereof determined without regard to the Distribution Sharing Agreement. Any such Distribution Sharing Agreement may be amended from time to time by the parties thereto to release the provisions thereof after which distributions shall be deemed made to have notified all Record Holders the holders of the Identified Units as required by this Section 13.2 if it has posted or made accessible such amendment through the Company’s or the Commission’s websiteis provided herein.

Amendment Procedures. Except as provided in Sections 13.1 and 13.3, all amendments to this Agreement shall be made in accordance with the following requirements. Amendments to this Agreement may be proposed only by by, or with the Managing Member. To the fullest extent permitted by lawwritten consent of, the Managing Member Board of Directors; provided, however, without limiting the generality of Section 2.4, that the Board of Directors shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so free of any fiduciary duty (including any fiduciary duty) or obligation whatsoever to the CompanyCompany or any Member, any Non-Managing Member Record Holder or any other Person bound by this Agreement, and, in declining to propose or approve an amendment to this Agreementamendment, to the fullest extent permitted by applicable law shall not be required to act in good faith or in the best interests of the Company or any Member, any Record Holder or any other Person or pursuant to any other standard imposed by this AgreementAgreement (including pursuant to Section 7.17(b)), any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Xxxxxxxx Islands Act or any other law, rule or regulation or at equity, and the Managing Member in determining whether to propose or approve any regulation. A proposed amendment to this Agreement shall be permitted to do so in its sole discretion. An amendment to this Agreement shall be effective upon its approval by the Managing Board of Directors, the Transocean Member and, except as otherwise provided by Section 13.1 or Section 13.3, and the holders of a Unit Majority, unless a greater or different percentage of Outstanding Units is required under this AgreementAgreement or by the Xxxxxxxx Islands Act. Each proposed amendment that requires the approval of the holders of a specified percentage of Outstanding Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Managing Member Board of Directors shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting of the Unitholders to consider and vote on such proposed amendment. The Managing Member Board of Directors shall notify all Record Holders upon final adoption of any such proposed amendments. The Managing Member Board of Directors shall be deemed to have notified all Record Holders as required by this Section 13.2 hereby if it has posted or made accessible either (i) filed such amendment through with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such amendment is publicly available on such system or (ii) made such amendment available on any publicly available website maintained by the Company’s or the Commission’s website.

Amendment Procedures. Amendments to this Agreement may be proposed only by the Managing MemberBoard of Directors. To the fullest extent permitted by law, the Managing Member Board of Directors shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so in its sole discretion, free of any duty (including any fiduciary duty) or obligation whatsoever to the Company, any Non-Managing Member Company or any other Person bound by this Agreement, Member and, in declining to propose or approve an amendment to this Agreementamendment, to the fullest extent permitted by law law, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity, and the Managing Member in determining whether to propose or approve any . A proposed amendment to this Agreement shall be permitted to do so in its sole discretion. An amendment to this Agreement shall be effective upon its approval by the Managing Member Board of Directors and, except as otherwise provided by in Section 13.1 12.1 or Section 13.312.3, the holders of a Unit Majoritymajority of the Outstanding Voting Units, unless a greater or different percentage of Outstanding Voting Units is required under this AgreementAgreement or by Delaware law. Each proposed amendment that requires the approval of the holders of a specified percentage of Outstanding Voting Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Managing Member Board of Directors shall seek the written approval of the requisite percentage of Outstanding Voting Units or call a meeting of the Unitholders to consider and vote on such proposed amendment. The Managing Member Board of Directors shall notify all Record Holders upon final adoption of any such proposed amendments. The Managing Member Board of Directors shall be deemed to have notified all Record Holders as required by this Section 13.2 12.2 if it has posted or made accessible either (i) filed such amendment through with the Commission via its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) and such amendment is publicly available on such system or (ii) made such amendment available on any publicly available website maintained by or on behalf of the Company’s or the Commission’s website.

Amendment Procedures. Except as provided in Sections 13.1 and 13.3, all amendments to this Agreement shall be made in accordance with the following requirements. Amendments to this Agreement may be proposed only by by, or with the Managing Member. To the fullest extent permitted by lawwritten consent of, the Managing Member Board of Directors; provided, however, that the Board of Directors shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so free of any fiduciary duty (including any fiduciary duty) or obligation whatsoever to the CompanyCompany or any Member, any Non-Managing Member Record Holder or any other Person bound by this Agreement, and, in declining to propose or approve an amendment to this Agreementamendment, to the fullest extent permitted by applicable law shall not be required to act in good faith or in the best interests of the Company or any Member, any Record Holder or any other Person or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Xxxxxxxx Islands Act or any other law, rule or regulation or at equity, and the Managing Member in determining whether to propose or approve any regulation. A proposed amendment to this Agreement shall be permitted to do so in its sole discretion. An amendment to this Agreement shall be effective upon its approval by the Managing Member and, except as otherwise provided by Section 13.1 or Section 13.3, Board of Directors and the holders of a Unit Majority, unless a greater or different percentage of Outstanding Units is required under this AgreementAgreement or by the Xxxxxxxx Islands Act. Each proposed amendment that requires the approval of the holders of a specified percentage of Outstanding Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Managing Member Board of Directors shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting of the Unitholders to consider and vote on such proposed amendment. The Managing Member Board of Directors shall notify all Record Holders upon final adoption of any such proposed amendments. The Managing Member Board of Directors shall be deemed to have notified all Record Holders as required by this Section 13.2 hereby if it has posted or made accessible either (i) filed such amendment through with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such amendment is publicly available on such system or (ii) made such amendment available on any publicly available website maintained by the Company’s or the Commission’s website.

Amendment Procedures. (a) Amendments to this Agreement may be proposed only by the Managing MemberBoard. To the fullest extent permitted by lawLaw, the Managing Member Board (including any committee of the Board, as applicable) shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so in its sole discretion, free of any duty (including any fiduciary duty) or obligation whatsoever to the Company, any Non-Managing Member Company or any other Person bound by this AgreementMember, and, in declining to propose or approve an amendment to this Agreementamendment, to the fullest extent permitted by law Law, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation Law or at equity. A proposed amendment (whether by merger, and the Managing Member in determining whether to propose consolidation or approve any amendment to this Agreement shall be permitted to do so in its sole discretion. An amendment to this Agreement otherwise) shall be effective upon its approval by the Managing Member and, except as otherwise provided by Section 13.1 or Section 13.3, the holders of a Unit Majority, unless a greater or different percentage of Outstanding Units is Board Consent and any required under this Agreement. Each proposed amendment that requires the approval consent of the holders of a specified percentage of Outstanding Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Managing Member shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting of the Unitholders to consider and vote on such proposed amendmentMembers. The Managing Member Board shall notify all Record Holders upon final adoption of any such proposed amendments. The Managing Member , and the Board shall be deemed to have notified all Record Holders as required by this Section 13.2 12.1 if it has posted or made accessible either (i) filed such amendment through on the website of the Commission or OTC, as applicable, and such amendment is publicly available on such website or (ii) made such amendment available on any publicly available website maintained by or on behalf of the Company. Each holder of Units agrees that, notwithstanding anything in this Agreement to the contrary other than Section 12.1(b) and Section 12.1 (d), the Board, without the approval of any holder of Units, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect a change that the Board determines does not adversely affect the holders of Units considered as a whole or any particular class of Units as compared to other classes of Units in any material respect. (b) Notwithstanding the provisions of Section 12.1(a), no (i) amendment to this Agreement or (ii) merger, consolidation or conversion pursuant to Article XIII may (x) increase the obligations of any Member without such Member’s consent or (y) disproportionately and adversely affect the Commission’s websiterights of any Member in relation to other Members of the same series or class of Units, in each case unless such amendment shall be deemed to have occurred as a result of an amendment approved pursuant to Section 12.1(c). (c) Any (i) amendment to this Agreement or (ii) merger, consolidation or conversion pursuant to Article XIII that would have a material adverse effect on the rights or preferences of any series or class of Units in relation to other series or classes of Units as set forth in this Agreement must be approved by Members who are Record Holders of not less than a majority of the then-outstanding Units of the series or class affected. (d) Notwithstanding any other provision of this Agreement, if the Board determines that any amendment will affect the limited liability of any Member under applicable Law of the state under whose Laws the Company is organized (it being understood that the Board may rely on any Opinion of Counsel in making such determination, but no such Opinion of Counsel shall be required), no such amendment shall become effective without the approval of Members who are Record Holders of at least 90% of the then-outstanding Units of the series or class affected. (e) This Section 12.1 shall be amended solely by the approval of Members who are Record Holders of at least 90% of (i) prior to the Series A Redemption Date, the Series A Preferred Units; (ii) from the Series A Redemption Date until the Series B Redemption Date, the Series B Preferred Units and Series C Common Units, voting together as if a single class; and (iii) from and after the Series B Redemption Date, the Series C Common Units.

Amendment Procedures. Except as provided in Sections 13.1 and 13.3, all amendments to this Agreement shall be made in accordance with the following requirements. Amendments to this Agreement may be proposed only by by, or with the Managing Member. To the fullest extent permitted by lawwritten consent of, the Managing Member Board of Directors; provided, however, that the Board of Directors shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so free of any fiduciary duty (including any fiduciary duty) or obligation whatsoever to the CompanyCompany or any Member, any Non-Managing Member Record Holder or any other Person bound by this Agreement, and, in declining to propose or approve an amendment to this Agreementamendment, to the fullest extent permitted by applicable law shall not be required to act in good faith or in the best interests of the Company or any Member, any Record Holder or any other Person or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Xxxxxxxx Islands Act or any other law, rule or regulation or at equity, and the Managing Member in determining whether to propose or approve any regulation. A proposed amendment to this Agreement shall be permitted to do so in its sole discretion. An amendment to this Agreement shall be effective upon its approval by the Managing Member and, except as otherwise provided by Section 13.1 or Section 13.3, Board of Directors and the holders of a Unit Majority, unless a greater or different percentage of Outstanding Units is required under this AgreementAgreement or by the Xxxxxxxx Islands Act. Each proposed amendment that requires the approval of the holders of a specified percentage of Outstanding Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Managing Member Board of Directors shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting of the Unitholders to consider and vote on such proposed amendment. The Managing Member Board of Directors shall notify all Record Holders upon final adoption of any such proposed amendments. The Managing Member Board of Directors shall be deemed to have notified all Record Holders as required by this Section 13.2 hereby if it has posted or made accessible either (i) filed such amendment through with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such amendment is publicly available on such system or (ii) made such amendment available on any publicly available website maintained by the Company’s or the Commission’s website.

Amendment Procedures. Amendments to this Agreement may be proposed only by the Managing MemberBoard of Directors, or by the Class B Directors in connection with a transaction under Section 7.1(d). To the fullest extent permitted by law, the Managing Member Board of Directors (including the Class B Directors or any committee of the Board of Directors, in each case, where applicable) shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so in its sole discretion, free of any duty (including any fiduciary duty) or obligation whatsoever to the Company, any Non-Managing Member Company or any other Person bound by this Agreement, Member and, in declining to propose or approve an amendment to this Agreementamendment, to the fullest extent permitted by law law, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. A proposed amendment (whether by merger, and the Managing Member in determining whether to propose consolidation or approve any amendment to this Agreement shall be permitted to do so in its sole discretion. An amendment to this Agreement otherwise) shall be effective upon its approval by the Managing Member andBoard of Directors or the Class B Directors, except as otherwise provided by Section 13.1 or Section 13.3applicable (provided, that a Permitted Exit Amendment shall not become effective unless and until the conditions to effectiveness of such Permitted Exit Amendment set forth therein are satisfied) and the holders of a Unit Majoritymajority of the Outstanding Voting Shares, unless a greater or different percentage of Outstanding Units Voting Shares or the approval of the holder of the Series A Preferred Share is required under this AgreementAgreement or by Delaware law. Each proposed amendment that requires the approval of the holders of a specified percentage of Outstanding Units Voting Shares shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Managing Member Board of Directors shall seek the written approval of the requisite percentage of Outstanding Units Voting Shares or call a meeting of the Unitholders Shareholders to consider and vote on such proposed amendment. The Managing Member Board of Directors shall notify all Record Holders upon final adoption of any such proposed amendments. The Managing Member Board of Directors shall be deemed to have notified all Record Holders as required by this Section 13.2 12.1 if it has posted or made accessible either (i) filed such amendment through the Company’s or on the Commission’s websitewebsite and such amendment is publicly available on such website or (ii) made such amendment available on any publicly available website maintained by or on behalf of the Company. Each holder of Company Securities agrees that, notwithstanding anything in this Agreement to the contrary other than Section 12.2(b) and Section 12.2(d), (i) prior to the Fallaway Date the Board of Directors (with the approval of a majority of the Class B Directors), without the approval of any holder of Company Securities, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect a change that the Board of Directors (including a majority of the Class B Directors) determines does not adversely affect the holders of Company Securities considered as a whole or any particular class of Company Securities as compared to other classes of Company Securities in any material respect and (ii) the Board of Directors, acting unanimously and without the approval of any holder of Company Securities, may amend Section 7.1(e) in order to meet the applicable listing requirements of any National Securities Exchange.

Amendment Procedures. Amendments to this Agreement may be proposed only by the Managing Member. To the fullest extent permitted by law, the Managing Member shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so free of any duty (including any fiduciary duty) or obligation whatsoever to the Company, any Non-Managing Member or any other Person bound by this Agreement, and, in declining to propose or approve an amendment to this Agreement, to the fullest extent permitted by law shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity, and the Managing Member in determining whether to propose or approve any amendment to this Agreement shall be permitted to do so in its sole discretion. An amendment to this Agreement shall be effective upon its approval by the Managing Member and, except as otherwise provided by Section ‎Section 13.1 or Section ‎Section 13.3, the holders of a Unit Majority, unless a greater or different percentage of Outstanding Units is required under this Agreement. Each proposed amendment that requires the approval of the holders of a specified percentage of Outstanding Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Managing Member shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting of the Unitholders to consider and vote on such proposed amendment. The Managing Member shall notify all Record Holders upon final adoption of any amendments. The Managing Member shall be deemed to have notified all Record Holders as required by this Section ‎Section 13.2 if it has posted or made accessible such amendment through the Company’s or the Commission’s website.

Amendment Procedures. (a) Amendments to this Agreement may be proposed only by the Managing MemberBoard. To the fullest extent permitted by lawLaw, the Managing Member Board (including any committee of the Board, as applicable) shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so in its sole discretion, free of any duty (including any fiduciary duty) or obligation whatsoever to the Company, any Non-Managing Member Company or any other Person bound by this AgreementMember, and, in declining to propose or approve an amendment to this Agreementamendment, to the fullest extent permitted by law Law, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation Law or at equity. A proposed amendment (whether by merger, and the Managing Member in determining whether to propose consolidation or approve any amendment to this Agreement shall be permitted to do so in its sole discretion. An amendment to this Agreement otherwise) shall be effective upon its approval by the Managing Member and, except as otherwise provided by Section 13.1 or Section 13.3, the holders of a Unit Majority, unless a greater or different percentage of Outstanding Units is Board Consent and any required under this Agreement. Each proposed amendment that requires the approval consent of the holders of a specified percentage of Outstanding Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the Managing Member shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting of the Unitholders to consider and vote on such proposed amendmentMembers. The Managing Member Board shall notify all Record Holders upon final adoption of any such proposed amendments. The Managing Member , and the Board shall be deemed to have notified all Record Holders as required by this Section 13.2 12.1 if it has posted or made accessible either (i) filed such amendment through on the website of the Commission or OTC, as applicable, and such amendment is publicly available on such website or (ii) made such amendment available on any publicly available website maintained by or on behalf of the Company. Each holder of Units agrees that, notwithstanding anything in this Agreement to the contrary other than Section 12.1(b) and Section 12.1(d), the Board, without the approval of any holder of Units, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect a change that the Board determines does not adversely affect the holders of Units considered as a whole or any particular class of Units as compared to other classes of Units in any material respect. (b) Notwithstanding the provisions of Section 12.1(a), no (i) amendment to this Agreement or (ii) merger, consolidation or conversion pursuant to Article XIII may (x) increase the obligations of any Member without such Member’s consent or (y) disproportionately and adversely affect the Commission’s websiterights of any Member in relation to other Members of the same series or class of Units, in each case unless such amendment shall be deemed to have occurred as a result of an amendment approved pursuant to Section 12.1(c). (c) Any (i) amendment to this Agreement or (ii) merger, consolidation or conversion pursuant to Article XIII that would have a material adverse effect on the rights or preferences of any series or class of Units in relation to other series or classes of Units as set forth in this Agreement must be approved by Members who are Record Holders of not less than a majority of the then-outstanding Units of the series or class affected. (d) Notwithstanding any other provision of this Agreement, if the Board determines that any amendment will affect the limited liability of any Member under applicable Law of the state under whose Laws the Company is organized (it being understood that the Board may rely on any Opinion of Counsel in making such determination, but no such Opinion of Counsel shall be required), no such amendment shall become effective without the approval of Members who are Record Holders of at least 90% of the then-outstanding Units of the series or class affected. (e) This Section 12.1 shall be amended solely by the approval of Members who are Record Holders of at least 90% of (i) prior to the Series A Redemption Date, the Series A Preferred Units; (ii) from the Series A Redemption Date until the Series B Redemption Date, the Series B Preferred Units and Series C Common Units, voting together as if a single class; and (iii) from and after the Series B Redemption Date, the Series C Common Units.