OTHER THAN ARTICLES
6 AND 7 AND SECTIONS 8.1, 8.2, 9.1, AND 11.1 MAY BE AMENDED FROM TIME TO TIME BY
THE UNANIMOUS CONSENT OF THE MANAGING MEMBERS, PROVIDED, HOWEVER, THAT ANY
AMENDMENT TO ARTICLES 6 AND 7 AND SECTIONS 8.1, 8.2, 9.1 AND 11.1 SHALL NOT,
WITHOUT THE CONSENT OF EACH MEMBER, REDUCE THE AMOUNTS DISTRIBUTABLE TO ANY
MEMBER (IN A MANNER THAT IS NOT PRO RATA WITH RESPECT TO ALL MEMBERS), INCREASE
THE OBLIGATIONS OR LIABILITIES OF ANY MEMBER HEREUNDER, OR OTHERWISE MATERIALLY
IMPAIR THE RIGHTS OF ANY MEMBER UNDER THIS AGREEMENT.
NO AMENDMENT,
MODIFICATION, SUPPLEMENT, DISCHARGE OR WAIVER HEREOF OR HEREUNDER SHALL REQUIRE
THE CONSENT OF ANY PERSON NOT A PARTY TO THIS AGREEMENT.
EXCEPT AS OTHERWISE
PROVIDED IN THIS SECTION 11.1, THIS AGREEMENT MAY NOT BE AMENDED OR SUPPLEMENTED
, AND NO PROVISIONS HEREOF MAY BE MODIFIED OR WAIVED, EXCEPT BY AN INSTRUMENT IN
WRITING SIGNED BY EACH OF THE MEMBERS.
NOTWITHSTANDING THE FOREGOING, NO
CONSENT OF ANY MEMBER OTHER THAN THE MANAGING MEMBERS SHALL BE REQUIRED FOR AN
AMENDMENT OR RESTATEMENTS ENTERED INTO TO REFLECT ANY TRANSFER MADE PURSUANT TO
SECTION 9.1(A).
11.2
ADDITIONAL MEMBERS.
IF THIS AGREEMENT SHALL BE
AMENDED AS A RESULT OF ADDING OR SUBSTITUTING A MEMBER, THE AMENDMENT TO THIS
AGREEMENT SHALL BE SIGNED (I) BY THE WHITEHALL GROUP, (II) UNLESS AND UNTIL
THERE IS AN EVENT OF DEFAULT, BY GKH OTHER THAN IN CONNECTION WITH A TRANSFER
MADE PURSUANT TO SECTION 9.1(A), (III) UNLESS AND UNTIL THERE IS AN MLPC EVENT
OF DEFAULT, BY MLPC OTHER THAN IN CONNECTION WITH A TRANSFER MADE PURSUANT TO
SECTION 9.1(A), (IV) BY THE PERSON TO BE ADDED OR SUBSTITUTED AND (V) BY THE
ASSIGNING MEMBER, IF ANY.
IN MAKING ANY AMENDMENTS, GHGP SHALL PREPARE AND FILE
FOR RECORDATION SUCH DOCUMENTS AND CERTIFICATES AS SHALL BE REQUIRED TO BE
PREPARED AND FILED.
ARTICLE 12
MISCELLANEOUS
12.1
FURTHER ASSURANCES.
EACH PARTY TO THIS AGREEMENT
AGREES TO EXECUTE, ACKNOWLEDGE, DELIVER, FILE AND RECORD SUCH FURTHER
CERTIFICATES, AMENDMENTS, INSTRUMENTS AND DOCUMENTS, AND TO DO ALL SUCH OTHER
ACTS AND THINGS, AS MAY BE REQUIRED BY LAW OR AS, IN THE REASONABLE JUDGMENT OF
THE MANAGER MEMBERS, MAY BE NECESSARY OR ADVISABLE TO CARRY OUT THE INTENT AND
PURPOSE OF THIS AGREEMENT.
64
12.2
NOTICES.
UNLESS OTHERWISE SPECIFIED IN THIS
AGREEMENT, ALL NOTICES, DEMANDS, ELECTIONS, REQUESTS OR OTHER COMMUNICATIONS
THAT ANY PARTY TO THIS AGREEMENT MAY DESIRE OR BE REQUIRED TO GIVE HEREUNDER
SHALL BE IN WRITING AND SHALL BE GIVEN BY DEPOSITING THE SAME IN THE UNITED
STATES MAIL, FIRST-CLASS POSTAGE PREPAID, CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, OR BY A RECOGNIZED OVERNIGHT COURIER SERVICE PROVIDING CONFIRMATION
OF DELIVERY, OR BY FACSIMILE TRANSMISSION (WITH CONFIRMATION OF RECEIPT) TO THE
ADDRESSES SET FORTH IN SECTIONS 2.6 AND 2.7, AS APPLICABLE, OR AT SUCH OTHER
ADDRESS AS MAY BE DESIGNATED BY THE ADDRESSEE THEREOF (WHICH IN THE CASE OF THE
COMPANY, SHALL BE DESIGNATED BY THE MANAGING MEMBERS) UPON WRITTEN NOTICE TO ALL
OF THE MEMBERS.
ALL NOTICES GIVEN