Empire agrees that, without the prior written consent of Getty in each instance, which consent shall not be unreasonably withheld, Empire shall not enter into any material amendment of the Purchase Agreement or grant any waiver of any of the conditions, covenants or other terms of the Purchase Agreement, if such amendment or waiver could reasonably be expected to have a material adverse effect on Getty’s right to take title to the Getty Purchased Assets in accordance with this Agreement or otherwise materially affect Empire’s ability to perform its obligations hereunder.  The parties acknowledge the terms of Section 6.2 of the Purchase Agreement, which requires the parties thereto to amend the Purchase Agreement upon request by the FTC to the extent necessary to obtain FTC and other governmental approvals.  For avoidance of doubt, Getty shall have no approval or consent rights regarding any amendments to the Purchase Agreement described in the preceding sentence unless such amendment would have the effect of making any material change to the composition of the Properties to be included in the Getty Purchased Assets.