New York Uses in Amendments and Waivers Clause

Amendments and Waivers from Amendment to Credit Agreement

CREDIT AGREEMENT, dated as of July 17, 2012, as amended by the First Amendment, dated as of April 1, 2013, the Second Amendment, dated as of November 27, 2013, the Third Amendment, dated as of May 21, 2015, the Fourth Amendment, dated as of July 1, 2015, the Fifth Amendment, dated as of May 11, 2016, the Sixth Amendment, dated as of August 19, 2016 and, the Seventh Amendment, dated as of May 31, 2017 and the Eighth Amendment, dated as of July 17, 2017 among WIDEOPENWEST FINANCE, LLC, a Delaware limited liability company (the Borrower), RACECAR ACQUISITION, LLC, a Delaware limited liability company (Holdings), WIDEOPENWEST KITE, INC. (f/k/a WIDEOPENWEST KITE, INC.), a Delaware corporation (including as successor by merger to WIDEOPENWEST CLEVELAND, INC., WIDEOPENWEST ILLINOIS, INC., WIDEOPENWEST NETWORKS, INC., WIDEOPENWEST OHIO, INC. and WOW SIGECOM, INC.) (WOW Knology ParentHoldings), the lending institutions from time to time parties hereto (each a Lender and, collectively, the Lende

Amendments and Waivers. Neither this Agreement nor any other Credit Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 13.1. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the relevant Credit Party or Credit Parties (to the extent approval of a Credit Party is required) written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Credit Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that (x) no such waiver and no such amendment, supplement or modification shall directly (i) forgive any portion of any Loan or extend the final scheduled maturity date of any Loan or extend the date for the payment of any Term Loan Repayment Amount or other scheduled amortization of Term Loans added after the Closing Date or reduce the stated rate, or forgive any portion, or extend the date for the payment, of any interest or fee payable hereunder (other than as a result of waiving the applicability of any post-default increase in interest rates (it being understood that any amendment or modification of defined terms used in the Financial Performance Covenant in this Agreement shall not constitute a reduction in the stated rate or fees for purposes of this clause (i)), or extend the final expiration date of any Lenders Commitment or extend the final expiration date of any Letter of Credit beyond the L/C Maturity Date, or increase the aggregate amount of the Commitments of any Lender, or amend or modify any provisions of Section 13.8(a), in each case without the written consent of each Lender directly and adversely affected thereby (provided that extensions of Letter of Credit expiration dates beyond the L/C Maturity Date will be permitted without such consent if the obligations of such Lender directly affected terminate on the L/C Maturity Date or such Lender otherwise consents to such extension), or (ii) amend, modify or waive any provision of this Section 13.1 or reduce the percentage specified in the definition of the term Required Lenders or consent to the assignment or transfer by the Borrower of its rights and obligations under any Credit Document to which it is a party, in each case without the written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and the Revolving Credit Commitments, as applicable, on the date hereof), or (iii) amend, modify or waive any provision of Section 12 without the written consent of the then-current Administrative Agent, or (iv) amend, modify or waive any provision of Section 3 without the written consent of each Letter of Credit Issuer, or (v) amend, modify or waive the application of any provision of any Credit Document in a manner that adversely affects any Class of Lenders in a manner that is disproportionate to the impact thereof on another Class of Lenders without the written consent of the Lenders holding a majority of the Loans and outstanding and unused commitments of such Class (it being understood that Lenders providing Indebtedness permitted under Sections 2.17, 2.18 or 2.19 and, with the consent of the Required Lenders, Lenders providing additional extensions of credit pursuant to this Agreement may be permitted to share in the allocation of prepayments with holders of the Term Loans (in the case of additional or extended term loans) or the Revolving Credit Commitments (in the case of additional or extended revolving credit facilities), as applicable, on substantially the same basis as the Term Loans and the Revolving Credit Commitments on the date hereof), or (vi) change any Revolving Credit Commitment to a Term Loan Commitment, or change any Term Loan Commitment to a Revolving Credit Commitment, in each case without the prior written consent of each Lender directly and adversely affected thereby, or (vii) release all or substantially all of the value of the Guarantors under the Guarantee Agreement (except as expressly permitted by the Guarantee Agreement or pursuant to a transaction permitted under Section 10.4), or release all or substantially all of the Collateral under the Security Documents, in each case without the prior written consent of each Lender, or (viii) change Section 4.2 in a manner that would alter the pro rata sharing of redu

Amendments and Waivers from Amendment to Credit Agreement

CREDIT AGREEMENT, dated as of July 17, 2012, as amended by the First Amendment, dated as of April 1, 2013, the Second Amendment, dated as of November 27, 2013, the Third Amendment, dated as of May 21, 2015, the Fourth Amendment, dated as of July 1, 2015, the Fifth Amendment, dated as of May 11, 2016, the Sixth Amendment, dated as of August 19, 2016 and, the Seventh Amendment, dated as of May 31, 2017 and the Eighth Amendment, dated as of July 17, 2017 among WIDEOPENWEST FINANCE, LLC, a Delaware limited liability company (the Borrower), RACECAR ACQUISITION, LLC, a Delaware limited liability company (Holdings), WIDEOPENWEST KITE, INC. (f/k/a WIDEOPENWEST KITE, INC.), a Delaware corporation (including as successor by merger to WIDEOPENWEST CLEVELAND, INC., WIDEOPENWEST ILLINOIS, INC., WIDEOPENWEST NETWORKS, INC., WIDEOPENWEST OHIO, INC. and WOW SIGECOM, INC.) (WOW Knology ParentHoldings), the lending institutions from time to time parties hereto (each a Lender and, collectively, the Lende

Amendments and Waivers. Neither this Agreement nor any other Credit Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 13.1. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the relevant Credit Party or Credit Parties (to the extent approval of a Credit Party is required) written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Credit Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that (x) no such waiver and no such amendment, supplement or modification shall directly (i) forgive any portion of any Loan or extend the final scheduled maturity date of any Loan or extend the date for the payment of any Term Loan Repayment Amount or other scheduled amortization of Term Loans added after the Closing Date or reduce the stated rate, or forgive any portion, or extend the date for the payment, of any interest or fee payable hereunder (other than as a result of waiving the applicability of any post-default increase in interest rates (it being understood that any amendment or modification of defined terms used in the Financial Performance Covenant in this Agreement shall not constitute a reduction in the stated rate or fees for purposes of this clause (i)), or extend the final expiration date of any Lenders Commitment or extend the final expiration date of any Letter of Credit beyond the L/C Maturity Date, or increase the aggregate amount of the Commitments of any Lender, or amend or modify any provisions of Section 13.8(a), in each case without the written consent of each Lender directly and adversely affected thereby (provided that extensions of Letter of Credit expiration dates beyond the L/C Maturity Date will be permitted without such consent if the obligations of such Lender directly affected terminate on the L/C Maturity Date or such Lender otherwise consents to such extension), or (ii) amend, modify or waive any provision of this Section 13.1 or reduce the percentage specified in the definition of the term Required Lenders or consent to the assignment or transfer by the Borrower of its rights and obligations under any Credit Document to which it is a party, in each case without the written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and the Revolving Credit Commitments, as applicable, on the date hereof), or (iii) amend, modify or waive any provision of Section 12 without the written consent of the then-current Administrative Agent, or (iv) amend, modify or waive any provision of Section 3 without the written consent of each Letter of Credit Issuer, or (v) amend, modify or waive the application of any provision of any Credit Document in a manner that adversely affects any Class of Lenders in a manner that is disproportionate to the impact thereof on another Class of Lenders without the written consent of the Lenders holding a majority of the Loans and outstanding and unused commitments of such Class (it being understood that Lenders providing Indebtedness permitted under Sections 2.17, 2.18 or 2.19 and, with the consent of the Required Lenders, Lenders providing additional extensions of credit pursuant to this Agreement may be permitted to share in the allocation of prepayments with holders of the Term Loans (in the case of additional or extended term loans) or the Revolving Credit Commitments (in the case of additional or extended revolving credit facilities), as applicable, on substantially the same basis as the Term Loans and the Revolving Credit Commitments on the date hereof), or (vi) change any Revolving Credit Commitment to a Term Loan Commitment, or change any Term Loan Commitment to a Revolving Credit Commitment, in each case without the prior written consent of each Lender directly and adversely affected thereby, or (vii) release all or substantially all of the value of the Guarantors under the Guarantee Agreement (except as expressly permitted by the Guarantee Agreement or pursuant to a transaction permitted under Section 10.4), or release all or substantially all of the Collateral under the Security Documents, in each case without the prior written consent of each Lender, or (viii) change Section 4.2 in a manner that would alter the pro rata sharing of redu

Amendments and Waivers from Securities Purchase Agreement

THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made as of the 31st day of May, 2017, by and between Inpixon, a Nevada corporation (f/k/a Sysorex Global, a Nevada corporation) (the "Company"), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

Amendments and Waivers. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Required Holders, and any amendment to any provision of this Agreement made in conformity with the provisions of this Section 8.5 shall be binding on all Buyers and holders of Securities, as applicable, provided that no such amendment shall be effective to the extent that it (A) applies to less than all of the holders of the Securities then outstanding or (B) imposes any obligation or liability on any Buyer without such Buyer's prior written consent (which may be granted or withheld in such Buyer's sole discretion). No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also is offered pro rata to all of the holders of Notes then outstanding, if any. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party, provided that the Required Holders may waive any provision of this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of this Section 8.5 shall be binding on all Buyers and holders of Securities, as applicable, provided that no such waiver shall be effective to the extent that it (1) applies to less than all of the holders of the Securities then outstanding (unless a party gives a waiver as to itself only) or (2) imposes any obligation or liability on any Buyer without such Buyer's prior written consent (which may be granted or withheld in such Buyer's sole discretion).

Amendments and Waivers from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of May 1, 2017, by and among Eldorado Resorts, Inc., a Nevada corporation (the Company), Recreational Enterprises, Inc., a Nevada corporation (REC), GFIL Holdings, LLC, a Delaware limited liability company (GFIL), the shareholders listed on Schedule A hereto (each a Goldstein Holder and collectively the Goldstein Holders), and together with REC, GFIL and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6(e) of this Agreement, a Shareholder and collectively the Shareholders). The Company and the Shareholders are referred to collectively herein as the Parties.

Amendments and Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by at least 50% of the Holders of the Registrable Securities then outstanding (which must in any event include the consent of (x) GFIL so long as the GFIL Shareholders collectively own at least 20% of the Registrable Securities that they own immediately following the consummation of the Mergers and (y) REC so long as REC owns at least 20% of the Registrable Securities that it owns immediately following the consummation of the Mergers); provided that no Holder of Registrable Securities shall be disproportionately and materially affected by any amendment without the written consent of a majority of the Registrable Securities held by such affected Holders; provided, further, in determining whether a given Holder is affected in a disproportionate and material manner, only the changes to the rights and obligations of a Holder under this Agreement as reflected in the proposed amendment shall be considered and the determination shall not consider the individual or unique characteristics of a Holder (one example of an individual or unique characteristic that would not be considered is such Holders individual tax position). The Company shall provide prior notice to all Holders of any proposed waiver or amendment (other than a Holders waiver of only its own rights hereunder). No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

Amendments and Waivers from Investor Rights Agreement

THIS INVESTOR RIGHTS AGREEMENT (this Agreement), is made as of December 15, 2015, by and between Braeburn Pharmaceuticals, Inc., a Delaware corporation (the Company), and Apple Tree Partners IV, L.P., a Cayman Islands exempted limited partnership (the Investor).

Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding; provided that the Company may in its sole discretion waive compliance with Subsection 2.12(c) (and the Companys failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Subsection 2.12(c) shall be deemed to be a waiver); and provided further that any provision hereof may be waived by any waiving party on such partys own behalf, without the consent of any other party. The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Subsection 5.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

Amendments and Waivers from Investment Agreement

THIS INVESTMENT AGREEMENT (this Agreement), is made as of the 18th day of December 2016 by and between Lombard Medical, Inc., a Cayman Islands exempted company with limited liability (the Company), and the investors listed on Exhibit A attached to this Agreement as of the date hereof (each a Purchaser and together the Purchasers).

Amendments and Waivers. Any term of this Agreement may be amended, terminated or waived only with the written consent of the Company, and the holders of at least a majority of the then-outstanding Shares and a majority of the then outstanding principal amount of the Bonds or in the case of provisions in Section 6, only with a majority of the then-outstanding Shares, or in the case of provisions in Section 7 or Section 8, only with a majority of the then-outstanding Bonds. Any amendment or waiver effected in accordance with this Subsection 9.9 shall be binding upon the Purchasers and each transferee of the Shares or the Bonds (or the Ordinary Shares issuable upon conversion thereof), each future holder of all such securities, and the Company.

Amendments and Waivers from Sale and Servicing Agreement

THIS THIRD AMENDED AND RESTATED RECEIVABLES SALE AND SERVICING AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, this "Agreement"), (a) is entered into as of January 23, 2009, by and among each of the persons signatory hereto from time to time as Originators (each an "Originator" and, collectively, the "Originators"), SYNNEX CORPORATION, a Delaware corporation ("Parent"), in its capacity as servicer hereunder (in such capacity, the "Servicer") and SIT FUNDING CORPORATION, a Delaware corporation ("Buyer") and (b) amends and restates that certain Second Amended and Restated Receivables Transfer Agreement, dated as of February 12, 2007, between Parent as "Originator" and "Servicer", and Buyer (as amended prior to the date hereof, the "Existing Transfer Agreement").

Amendments and Waivers. No amendment, modification, termination or waiver of any provision of this Agreement or any of the other Related Documents, or any consent to any departure by any Originator therefrom, shall in any event be effective unless the same shall be in writing and signed by each of the parties hereto; provided that prior to the Termination Date, no amendment, modification, termination or waiver of any provision of this Agreement or any of the other Related Documents, or any consent to any departure by any Originator therefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent. No consent or demand in any case shall, in itself, entitle any party to any other consent or further notice or demand in similar or other circumstances.

Amendments and Waivers from Purchase Agreement

THIS PURCHASE AGREEMENT (Agreement) is made as of October 4, 2016 by and among Genco Shipping & Trading Limited, a Marshall Islands corporation (the Company), and the Investors set forth on the signature pages affixed hereto (each an Investor and collectively the Investors).

Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement at the time outstanding, each future holder of all such Securities, and the Company.

Amendments and Waivers from Asset Purchase Agreement

This Asset Purchase Agreement (this "Agreement") is entered into as of September 12, 2016 by and among Aeropostale, Inc., a Delaware corporation ("Aeropostale" or the "Company"), and the other direct and indirect wholly-owned Subsidiaries of Aeropostale that are signatory hereto (together with Aeropostale, "Sellers"), and Aero OpCo LLC, a Delaware limited liability company ("Buyer"). Sellers and Buyer are referred to collectively herein as the "Parties".

Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by each Party (and, (a) in the case of any amendment extending the Outside Date or that would reasonably be expected to prevent or result in the failure of Sellers to indefeasibly repay all amounts owing under the DIP Financing Agreement at Closing, the DIP Agent, and (b) in the case of any amendment that adversely modifies or limits the rights of the Pre-Petition Term Loan Lenders under clause (j) of the definition of Excluded Assets, Section 2.5(a), or Section 2.7(e), the Pre-Petition Term Agent), except as expressly provided herein. No waiver of any breach of this Agreement shall be construed as an implied amendment or agreement to amend or modify any provision of this Agreement. No waiver by any Party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making such waiver, nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent default, misrepresentation or breach of warranty or covenant. No conditions, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement the terms or conditions of this Agreement shall be binding unless this Agreement is amended or modified in writing pursuant to the first sentence of this Section 9.5 except as expressly provided herein. Except where a specific period for action or inaction is provided herein, no delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

Amendments and Waivers from Registration Rights Agreement

Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and with the written consent of the Holders of a majority in principal amount of the Securities of each series affected by such amendment, modification, supplement, waiver or consents. Notwithstanding the foregoing, an amendment, modification, waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose Securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose Securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered. Without the consent of the Holder of each affected Security, however, no modification may change the provisions relating to the payment of Additional Interest.