Amendment, Waiver and Assignment. None of the terms or conditions of this Escrow Agreement may be changed, waived, modified, discharged, terminated or varied in any manner whatsoever unless in writing duly signed by each party to this Escrow Agreement. No course of conduct shall constitute a waiver of any of the terms and conditions of this Escrow Agreement, unless such waiver is specified in writing, and then only to the extent so specified. A waiver of any of the terms and conditions of this Escrow Agreement on one occasion shall not constitute a waiver of the other terms of this Escrow Agreement, or of such terms and conditions on any other occasion. Except as provided in Section 9 hereof, this Escrow Agreement may not be assigned by any party without the written consent of the other parties.

Amendment, Waiver and Assignment. None of the terms or conditions of this Trust Agreement may be changed, waived, modified, discharged, terminated or varied in any manner whatsoever unless in writing duly signed by each party to this Trust Agreement, or in the case of MSF, by the MSF Representatives. No course of conduct shall constitute a waiver of any of the terms and conditions of this Trust Agreement, unless such waiver is specified in writing, and then only to the extent so specified. A waiver of any of the terms and conditions of this Trust Agreement on one occasion shall not constitute a waiver of the other terms of this Trust Agreement, or of such terms and conditions on any other occasion. Except as provided in Section 9 hereof, this Trust Agreement may not be assigned by any party without the written consent of the other parties.

Amendment, Waiver and Assignment. No modification of or amendment to neither this agreement, nor any waiver of any rights under this agreement shall be effective unless given in writing signed by the party to be charged. This agreement shall not be assigned by any party without the prior written consent of the other party.

Amendment, Waiver and Assignment. This Agreement may not be amended except in a writing signed by both Parties. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. Licensee may not assign any of its rights or obligations under this Agreement without the prior express written consent of Licensor. Licensor may assign its rights under this Agreement without the consent of Licensee.

Amendment, Waiver and Assignment. None of the terms or conditions of this Agreement may be changed, waived, modified, discharged, terminated or varied in any manner whatsoever unless in writing duly signed by each party to this Agreement. No course of conduct shall constitute a waiver of any of the terms and conditions of this Agreement, unless such waiver is specified in writing, and then only to the extent so specified. A waiver of any of the terms and conditions of this Agreement on one occasion shall not constitute a waiver of the other terms of this Agreement, or of such terms and conditions on any other occasion. Except as otherwise expressly provided herein, this Agreement may not be assigned by any party without the written consent of the other parties; provided that the Sellers Representative may be changed as provided in the Underlying Agreement upon written notice to Purchaser and Escrow Agent without the consent of any other party hereto. Notwithstanding any other provision of this Agreement, that prior to such assignment becoming effective with respect to the Escrow Agent, any prospective assignee shall deliver to the Escrow Agent any and all documentation and information requested by the Escrow Agent to satisfy its compliance requirements with respect to the USA PATRIOT ACT, know-your-customer and anti-money laundering requirements, as well as any other documentation and information reasonably requested by the Escrow Agent, and shall provide the Escrow Agent with a reasonable amount of time to perform a due diligence review of such documentation and information. Only upon written confirmation by the Escrow Agent that such due diligence review has been completed to the reasonable satisfaction of the Escrow Agent shall such assignment be effective or any enforcement of rights with respect to the Escrow Agent be permitted.

Amendment, Waiver and Assignment. This Agreement may be amended only by a writing signed by the Parties. Failure on the part of either Party to complain of any action or inaction on the part of the other, no matter how long the same may continue, will never be deemed to be a waiver by such Party of any of its rights herein. Further, the Parties agree that no waiver at any time of any provisions of this Agreement will be construed as a waiver of any other provisions herein, and that a waiver at any time of any provisions herein will not be construed as a waiver at any subsequent time of the same provisions. This Agreement will be binding upon each Party and its and his heirs, administrators, representatives, executors, successors and assigns. I have read each and every paragraph of this Agreement, I have been advised to consult with my attorney, I understand my respective rights and obligations and I am signing this Agreement after having had a reasonable period to consider it. I further acknowledge that I understand the above Agreement includes the release of all claims arising from my employment with American Midstream. I understand that I am waiving unknown claims resulting from my employment with and termination from American Midstream and I am doing so intentionally. XXXXXXX X. XXXXX By: /s/ Xxxxxxx X. Xxxxx 11/27/2016 Xxxxxxx X. Xxxxx Date AMERICAN MIDSTREAM GP, LLC By: /s/ Xxxx X. Xxxxxxx III 11/28/2016 Xxxx X. Xxxxxxx III Date

Amendment, Waiver and Assignment. Subject to the requirements of Article 10 of the Underlying Agreement, none of the terms or conditions of this Agreement may be changed, waived, modified, discharged, terminated or varied in any manner whatsoever unless in writing duly signed by each party to this

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