THE SUBJECT MATTER THEREOF AND SUPERSEDES ANY
PRIOR WRITTEN OR ORAL AGREEMENT AMONG THEM RESPECTING THE COMPANY AND SUCH
MATTERS.
THERE ARE NO REPRESENTATIONS, AGREEMENTS, ARRANGEMENTS, OR
UNDERSTANDINGS, ORAL OR WRITTEN, AMONG THE MEMBERS, CDI AND MEC RELATING TO THE
COMPANY WHICH ARE NOT FULLY EXPRESSED IN THIS AGREEMENT OR THE AUXILIARY
AGREEMENTS OR THE BUSINESS PLAN.
10.4
AMENDMENTS.
[A]
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 10.4, THIS AGREEMENT
MAY BE AMENDED, IN WHOLE OR IN PART, ONLY THROUGH A WRITTEN AMENDMENT EXECUTED
BY ALL OF THE MEMBERS, CDI AND MEC.
EACH MEMBER, CDI AND MEC SHALL BE PROMPTLY
NOTIFIED OF ANY AMENDMENT TO THIS AGREEMENT MADE PURSUANT TO THIS SECTION 10.4.
[B]
EXCEPT WITH REGARD TO AMENDMENTS OTHERWISE SPECIFICALLY REQUIRED
UNDER THIS AGREEMENT, THERE SHALL BE NO AMENDMENT TO THIS AGREEMENT EXCEPT AS
AUTHORIZED BY SECTIONS 10.4[A] OR 10.4[D].
WITHOUT LIMITATION OF THE FOREGOING,
AND SUBJECT TO SECTION 2.1(B), THERE SHALL BE NO AMENDMENT THAT: (I) INCREASES A
MEMBER'S OBLIGATION TO MAKE CAPITAL CONTRIBUTIONS TO THE COMPANY OR (II) IMPOSES
PERSONAL LIABILITY UPON A MEMBER FOR ANY DEBTS OR OBLIGATIONS OF THE COMPANY
UNLESS, IN EACH CASE, THE AMENDMENT IS CONSENTED TO BY SUCH MEMBER.
[C]
AN ASSIGNEE SHALL NOT, SOLELY BY VIRTUE OF ITS STATUS AS SUCH,
HAVE ANY RIGHT TO CONSENT OR WITHHOLD CONSENT IN RESPECT OF AN AMENDMENT TO THIS
AGREEMENT.
[D]
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 10.4, THE
BOARD OF MANAGERS MAY, WITHOUT THE CONSENT OF THE OTHER MEMBERS, AMEND THIS
AGREEMENT IN ANY MANNER DETERMINED BY THE BOARD OF MANAGERS TO BE NECESSARY OR
ADVISABLE TO REFLECT THE ADMISSION OF AN ADDITIONAL MEMBER IN ACCORDANCE WITH
THIS AGREEMENT, COMPLY WITH APPLICABLE LAW, SUPPLY A MISSING TERM OR PROVISION,
OR RESOLVE AN AMBIGUITY IN THE EXISTING TERMS AND PROVISIONS OF THIS AGREEMENT.
THE BOARD OF MANAGERS SHALL NOT HAVE THE AUTHORITY UNDER THIS SECTION 10.4(D) TO
AMEND THIS AGREEMENT IN A MANNER THAT IS MATERIALLY ADVERSE TO ANY MEMBER;
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PROVIDED, HOWEVER, THAT A MEMBER'S RIGHT TO OBJECT TO AN AMENDMENT PURSUANT TO
THIS SECTION 10.4(D) ON THE GROUNDS THAT SUCH AMENDMENT IS MATERIALLY ADVERSE TO
SUCH MEMBER SHALL EXPIRE AT THE CLOSE OF BUSINESS ON THE THIRTIETH (30TH) DAY
FOLLOWING NOTICE TO SUCH MEMBER OF SUCH AMENDMENT.
10.5
GOVERNING LAW.
THE INTERPRETATION AND ENFORCEABILITY OF THIS
AGREEMENT AND THE RIGHTS AND LIABILITIES OF THE MEMBERS, CDI AND MEC AS SUCH
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE AS SUCH LAWS ARE APPLIED
IN CONNECTION WITH LIMITED LIABILITY COMPANY OPERATING AGREEMENTS ENTERED INTO
AND WHOLLY PERFORMED IN DELAWARE BY RESIDENTS OF
DELAWARE.
TO THE EXTENT
PERMITTED BY THE ACT AND OTHER APPLICABLE LAW, THE PROVISIONS OF THIS AGREEMENT
SHALL SUPERSEDE ANY CONTRARY PROVISIONS OF THE ACT OR OTHER APPLICABLE LAW.
10.6
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT IS
DETERMINED TO BE INVALID OR UNENFORCEABLE, SUCH PROVISION SHALL BE DEEMED
SEVERED FROM THE REMAINDER OF THIS AGREEMENT AND REPLACED WITH A VALID AND
ENFORCEABLE