Except as otherwise expressly provided herein, including Section 5.7(b) , this Agreement may be amended, modified or waived only by the Company with the written consent of a Supermajority Interest; provided , however , that any amendment, modification or waiver that materially and adversely affects a Member disproportionately as compared to the other Member (based solely on the respective number of Units held by such Member as compared to the other Member) shall require the prior written consent of the Member so adversely affected. Any such amendment, modification or waiver in accordance with this Section 13.2 shall be binding on all Members.