Subject to Section 3.9(b), this Agreement may be amended, modified, or waived only by the prior written consent of the Managing Member and Members holding a majority of the Common Units (other than those held by the Managing Member); provided , that if any such amendment, modification or waiver would affect in any material and adverse way any Member disproportionately to any other Member similarly situated, such amendment, modification or waiver shall also require the written consent of the Members so materially and adversely affected.  Notwithstanding the foregoing, any amendment that would require any Unitholder to contribute or loan additional funds to the Company or impose personal liability upon any Unitholder shall not be effective against such Unitholder without its written consent.