This Agreement sets forth the entire understanding and agreement of the Members, and supersedes any other agreements and understandings (written or oral) made among the Members on or prior to the date of this Agreement with respect to the transaction contemplated in this Agreement.  No amendment or modification to any terms of this Agreement, including, without limitation to Exhibits or Schedules hereto (except as provided in Section 3.2 and Section 12.1 above), or cancellation of this Agreement, shall be valid unless in writing and signed by all of the Common Members, provided, however, any amendment, modification or waiver to any terms of this Agreement which directly impacts or modifies the rights or liabilities of the Preferred Members, shall also require the signature of the Preferred Member.