No provision of this Agreement may be amended unless such amendment is approved in writing by Parent and by the Beneficiaries or Blocker Corporation Owner who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Beneficiaries or Blocker Corporation Owners hereunder if the Company had exercised its right of early termination under Section 4.2 on the date of the most recent Exchange prior to such Amendment (excluding, for purposes of this sentence, all payments made to any Beneficiary or Blocker Corporation Owner pursuant to this Agreement since the date of such most recent Exchange); provided that no such amendment shall be effective if such amendment will have a materially disproportionate effect on the payments certain Beneficiaries or Blocker Corporation Owners may receive under this Agreement unless at least two-thirds of such Beneficiaries or Blocker Corporation Owners materially disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the Party against whom the waiver is to be effective.