No amendment of this Agreement shall be effective (by merger, consolidation or otherwise) unless such amendment is executed by all of the Class A Members; provided, however , that no Member approval shall be required for any amendment made (x) to Exhibit A in accordance with the last sentence of this Section 12.6, (y) to reflect admission of a new Member approved pursuant to Section 2.4(a)(xii) or effected pursuant to Section 6.7 or (z) in connection with the creation and issuance of additional or different classes or series of Units approved pursuant to Section 2.4(a)(xi) ; and, provided , further , that (i) the approval of the holder of the Class B Units shall be required for any amendment that adversely affects the right of the Class B Units under Article V of this Agreement relative to the rights of the Class A Units and Class C Units under this Agreement in any material respect, (ii) the approval of the holder of the Class C Units shall be required for any amendment that adversely affects the right of the Class C Units under Article V of this Agreement relative to the rights of the Class A Units and Class B Units under this Agreement in any material respect and (iii) at any time there is a Defaulting Member, the approval of the Defaulting Member (in its capacity as a Class A Member) shall not be required for any amendment of this Agreement provided that such amendment does not materially and adversely affect the rights of the Defaulting Member in its capacity as a holder of Class A Units in a manner that is disproportionate to the other holders of Class A Units. Neither the waiver by the Company or a Member of a breach of or a default under any of the provisions of this Agreement, nor the failure of the Company or a Member, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right, remedy or privilege hereunder, shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights, remedies or privileges hereunder. Exhibit A shall be amended from time to time to reflect any changes to the information contained therein without the necessity of any Board or Member approval.