Common use of Amendments to Certain Documents Clause in Contracts

Amendments to Certain Documents. Each of Holdings and the Company will not, and will not permit any of its Subsidiaries to, (i) amend, restate, supplement or otherwise modify or replace in any respect the Senior Indenture (2011) (including any agreements or other documents executed in connection therewith) without the prior written consent of the Required Lenders, provided that Holdings or any of its Subsidiaries may amend, supplement or otherwise modify any of the foregoing agreements without the prior written consent of the Global Agent (which consent shall not be unreasonably withheld or delayed), so long as any such amendment or modification does not, in the opinion of the Global Agent, materially and adversely impact the rights or remedies of the Global Agent and the Lenders hereunder in any material respect, (ii) permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness (other than the Senior Indenture (2011) (including any agreements or other documents executed in connection therewith)) of Holdings or any of its Subsidiaries that is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would be materially adverse to the Lenders in any material respect, (iii) permit any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect or (iv) permit any waiver, supplement, modification, amendment, termination or release of any Transaction Document (other than the Loan Documents (to the extent otherwise permitted by the terms hereof)), in any manner that is adverse in any material respect to the interests of the Lenders in any material respect.

Amendments to Certain Documents. Each of Holdings and the Company will (i) AMC shall not, and will shall not permit any of its Subsidiaries subsidiaries to, (i) amend, restate, supplement or otherwise modify or replace in any respect the Senior Indenture (2011) (including any agreements or other documents executed in connection therewith) without the prior written consent of the Required Lenders, provided that Holdings or any of its Subsidiaries may amend, supplement or otherwise modify any of the foregoing agreements without the prior written consent of the Global Agent (which consent shall not be unreasonably withheld or delayed), so long as any such amendment or modification does not, in the opinion of the Global Agent, materially and adversely impact the rights or remedies of the Global Agent and the Lenders hereunder in any material respect, (ii) permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness (other than the Senior Indenture (2011) (including any agreements or other documents executed in connection therewith)) of Holdings or any of its Subsidiaries that is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would be materially adverse to the Lenders in any material respect, (iii) permit any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect or (iv) permit any waiver, supplement, modification, amendment, termination or release of any Transaction Document (other than the Loan Documents (to the extent otherwise permitted by the terms hereof)), change in any manner that is material and adverse in any material respect to the interests of the Lenders Holders any term or condition of any of their Organizational Documents, it being understood and agreed that any amendment, modification or change to the Organizational Documents of the Muvico Group Entities permitting the termination of or any amendment (other than amendments permitted under Section 4.21) to any Intercompany Agreement in violation of the Exchangeable Notes Documents shall be deemed material and adverse and (ii) AMC shall not, and shall not permit any of its subsidiaries to, amend, modify or change in any manner that is material respectand adverse to the interests of the Holders any term or condition of the Odeon Holdco Intercompany Loan or release the security interest on any collateral granted thereunder unless a Odeon Holdco Intercompany Loan Payoff occurs as a result therefrom. (b) AMC shall not, and shall not permit any of its subsidiaries to, amend, modify or change, or take any action in respect of (including as part of any refunding, replacement, substitution, restructuring or other refinancing thereof), the 2029 AHG Secured Notes Indenture, 2029 Secured Notes Indenture, the Existing Exchangeable Notes Indenture or any documents governing Junior Indebtedness (other than pursuant to the Permitted Transactions): (i) in any manner that impacts the maturity, subordination, ranking or intercreditor provisions contained therein in a manner that is material and adverse to the interests of the Holders; or (ii) with respect to the 2029 Secured Notes Indenture, to designate any Muvico Group Entity as a “restricted subsidiary” (or equivalent term) thereunder.

Amendments to Certain Documents. Each of Holdings and the Company will notNo Credit Party shall: (a) agree to any amendment, and will not permit any of its Subsidiaries to, (i) amend, restate, supplement or otherwise modify or replace in any respect the Senior Indenture (2011) (including any agreements or other documents executed in connection therewith) without the prior written consent of the Required Lenders, provided that Holdings or any of its Subsidiaries may amend, supplement or otherwise modify any of the foregoing agreements without the prior written consent of the Global Agent (which consent shall not be unreasonably withheld or delayed), so long as any such amendment or modification does not, in the opinion of the Global Agent, materially and adversely impact the rights or remedies of the Global Agent and the Lenders hereunder in any material respect, (ii) permit any waiverrestatement, supplement, modification, amendmentwaiver, termination or release other modification to any provision of any indenture, instrument Credit Party’s Organizational Documents (whether by merger or agreement pursuant to which any Material Indebtedness otherwise) (other than any amendment to the Senior Indenture Organizational Documents of Borrower in connection with creation or issuance of any Equity Instruments, as long as such amendment is not adverse to the interests of any Agent or Lender); (2011b) (including agree to any agreements amendment, restatement, supplement, waiver, termination or other documents executed in connection therewith)) modification of Holdings any Convertible Notes, the Trinity Indebtedness, or any Subordinated Indebtedness except (in the case of its Subsidiaries that is outstanding Subordinated Indebtedness) to the extent permitted by the applicable (if any) intercreditor or subordination provisions; (c) agree to any amendment, restatement, supplement, waiver, termination or other modification of any Specified Material Contract, including, Permitted Tax Credit Transaction Documents, if the effect of such waiveramendment, restatement, supplement, modification, amendmentwaiver, termination or release would other modification could reasonably be materially adverse expected to the Lenders in any material respect, (iii) permit any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect or (iv) permit any waiver, supplement, modification, amendment, termination or release of any Transaction Document (other than the Loan Documents (to the extent otherwise permitted by the terms hereof)), in any manner that is adverse in any material respect to the interests of Administrative Agent or any Lender without prior written consent of Administrative Agent or any Lender; (d) agree to any amendment, restatement, supplement, waiver, termination or other modification of any Permitted Government Loan Document without the Lenders in prior written consent from Administrative Agent; or (e) agree to any material respectamendment, restatement, supplement, waiver, termination or other modification of the Atlas Side Letter without the prior written consent from Administrative Agent.

Amendments to Certain Documents. Each of Holdings and the Company will (i) AMC shall not, and will shall not permit any of its Subsidiaries subsidiaries to, (i) amend, restate, supplement or otherwise modify or replace in any respect the Senior Indenture (2011) (including any agreements or other documents executed in connection therewith) without the prior written consent of the Required Lenders, provided that Holdings or any of its Subsidiaries may amend, supplement or otherwise modify any of the foregoing agreements without the prior written consent of the Global Agent (which consent shall not be unreasonably withheld or delayed), so long as any such amendment or modification does not, in the opinion of the Global Agent, materially and adversely impact the rights or remedies of the Global Agent and the Lenders hereunder in any material respect, (ii) permit any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness (other than the Senior Indenture (2011) (including any agreements or other documents executed in connection therewith)) of Holdings or any of its Subsidiaries that is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would be materially adverse to the Lenders in any material respect, (iii) permit any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect or (iv) permit any waiver, supplement, modification, amendment, termination or release of any Transaction Document (other than the Loan Documents (to the extent otherwise permitted by the terms hereof)), change in any manner that is material and adverse in any material respect to the interests of the Lenders Holders any term or condition of any of their Organizational Documents, it being understood and agreed that any amendment, modification or change to the Organizational Documents of the Centertainment Group Entities permitting the termination of or any amendment (other than amendments permitted under Section 4.21) to any Intercompany Agreement in violation of the Exchangeable Notes Documents shall be deemed material and adverse and (ii) AMC shall not, and shall not permit any of its subsidiaries to, amend, modify or change in any manner that is material respectand adverse to the interests of the Holders any term or condition of the UK Holdco Intercompany Loan or release the security interest on any collateral granted thereunder unless a UK Holdco Intercompany Loan Payoff occurs as a result therefrom. (b) AMC shall not, and shall not permit any of its subsidiaries to, amend, modify or change, or take any action in respect of (including as part of any refunding, replacement, substitution, restructuring or other refinancing thereof), the AMC Credit Agreement, the Existing First Lien Notes Indenture, the Existing Second Lien Notes Indenture or any documents governing Junior Indebtedness (other than pursuant to the Permitted Transactions): (i) in any manner that impacts the maturity, subordination, ranking or intercreditor provisions contained therein in a manner that is material and adverse to the interests of the Holders; or (ii) to designate any Centertainment Group Entity as a “restricted subsidiary” (or equivalent term) thereunder.

Amendments to Certain Documents. Each of Holdings and the Company will notNo Credit Party shall: (a) agree to any amendment, and will not permit any of its Subsidiaries to, (i) amend, restate, supplement or otherwise modify or replace in any respect the Senior Indenture (2011) (including any agreements or other documents executed in connection therewith) without the prior written consent of the Required Lenders, provided that Holdings or any of its Subsidiaries may amend, supplement or otherwise modify any of the foregoing agreements without the prior written consent of the Global Agent (which consent shall not be unreasonably withheld or delayed), so long as any such amendment or modification does not, in the opinion of the Global Agent, materially and adversely impact the rights or remedies of the Global Agent and the Lenders hereunder in any material respect, (ii) permit any waiverrestatement, supplement, modification, amendmentwaiver, termination or release other modification to any provision of any indenture, instrument Credit Party’s Organizational Documents (whether by merger or agreement pursuant to which any Material Indebtedness otherwise) (other than any amendment to the Senior Indenture Organizational Documents of Borrower in connection with creation or issuance of any Equity Instruments, as long as such amendment is not adverse to the interests of any Agent or Lender); (2011b) (including agree to any agreements amendment, restatement, supplement, waiver, termination or other documents executed in connection therewith)) modification of Holdings any Convertible Notes, the Trinity Indebtedness, or any Subordinated Indebtedness except (in the case of its Subsidiaries that is outstanding Subordinated Indebtedness) to the extent permitted by the applicable (if any) intercreditor or subordination provisions; (c) agree to any amendment, restatement, supplement, waiver, termination or other modification of any Specified Material Contract, including, Permitted Tax Credit Transaction Documents, if the effect of such waiveramendment, restatement, supplement, modification, amendmentwaiver, termination or release would other modification could reasonably be materially adverse expected to the Lenders in any material respect, (iii) permit any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect or (iv) permit any waiver, supplement, modification, amendment, termination or release of any Transaction Document (other than the Loan Documents (to the extent otherwise permitted by the terms hereof)), in any manner that is adverse in any material respect to the interests of Administrative Agent or any Lender without prior written consent of Administrative Agent or any Lender; (d) agree to any amendment, restatement, supplement, waiver, termination or other modification of any Permitted Government Loan Document without the Lenders in prior written consent from Administrative Agentthe DOE Loan Documents to the extent prohibited by the Intercreditor Agreement; or (e) agree to any material respectamendment, restatement, supplement, waiver, termination or other modification of the Atlas Side Letter without the prior written consent from Administrative Agent.

Amendments to Certain Documents. Each of Holdings and the Company will notNo Credit Party shall: (a) agree to any amendment, and will not permit any of its Subsidiaries to, (i) amend, restate, supplement or otherwise modify or replace in any respect the Senior Indenture (2011) (including any agreements or other documents executed in connection therewith) without the prior written consent of the Required Lenders, provided that Holdings or any of its Subsidiaries may amend, supplement or otherwise modify any of the foregoing agreements without the prior written consent of the Global Agent (which consent shall not be unreasonably withheld or delayed), so long as any such amendment or modification does not, in the opinion of the Global Agent, materially and adversely impact the rights or remedies of the Global Agent and the Lenders hereunder in any material respect, (ii) permit any waiverrestatement, supplement, modification, amendmentwaiver, termination or release other modification to any provision of any indenture, instrument Credit Party’s Organizational Documents (whether by merger or agreement pursuant to which any Material Indebtedness otherwise) (other than any amendment to the Senior Indenture Organizational Documents of Borrower in connection with creation or issuance of any Equity Instruments, as long as such amendment is not adverse to the interests of any Agent or Lender); (2011b) (including agree to any agreements amendment, restatement, supplement, waiver, termination or other documents executed modification of any Convertible Notes (other than, for the avoidance of doubt, the termination of any Convertible Notes in connection therewithwith the Specified Refinancing Transactions)) of Holdings , the Trinity Indebtedness, or any Subordinated Indebtedness except (in the case of its Subsidiaries that is outstanding Subordinated Indebtedness) to the extent permitted by the applicable (if any) intercreditor or subordination provisions; (c) agree to any amendment, restatement, supplement, waiver, termination or other modification of any Specified Material Contract, including, Permitted Tax Credit Transaction Documents, if the effect of such waiveramendment, restatement, supplement, modification, amendmentwaiver, termination or release would other modification could reasonably be materially adverse expected to the Lenders in any material respect, (iii) permit any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect or (iv) permit any waiver, supplement, modification, amendment, termination or release of any Transaction Document (other than the Loan Documents (to the extent otherwise permitted by the terms hereof)), in any manner that is adverse in any material respect to the interests of Administrative Agent or any Lender without prior written consent of Administrative Agent or any Lender; (d) agree to any amendment, restatement, supplement, waiver, termination or other modification of the Lenders in DOE Loan Documents to the extent prohibited by the Intercreditor Agreement; or (e) agree to any material respectamendment, restatement, supplement, waiver, termination or other modification of the Atlas Side Letter without the prior written consent from Administrative Agent.

Amendments to Certain Documents. Each of Holdings and the Company will notNo Credit Party shall: (a) agree to any amendment, and will not permit any of its Subsidiaries to, (i) amend, restate, supplement or otherwise modify or replace in any respect the Senior Indenture (2011) (including any agreements or other documents executed in connection therewith) without the prior written consent of the Required Lenders, provided that Holdings or any of its Subsidiaries may amend, supplement or otherwise modify any of the foregoing agreements without the prior written consent of the Global Agent (which consent shall not be unreasonably withheld or delayed), so long as any such amendment or modification does not, in the opinion of the Global Agent, materially and adversely impact the rights or remedies of the Global Agent and the Lenders hereunder in any material respect, (ii) permit any waiverrestatement, supplement, modification, amendmentwaiver, termination or release other modification to any provision of any indenture, instrument Credit Party’s Organizational Documents (whether by merger or agreement pursuant to which any Material Indebtedness otherwise) (other than any amendment to the Senior Indenture Organizational Documents of Borrower in connection with creation or issuance of any Equity Instruments, as long as such amendment is not adverse to the interests of any Agent or Lender); (2011b) (including agree to any agreements amendment, restatement, supplement, waiver, termination or other documents executed modification of any Convertible Notes (other than, for the avoidance of doubt, the termination of any Convertible Notes in connection therewithwith the Specified Refinancing Transaction or as permitted by Section 6.20(a)(viii)) of Holdings ), the Trinity Indebtedness, or any Subordinated Indebtedness except (in the case of its Subsidiaries that is outstanding Subordinated Indebtedness) to the extent permitted by the applicable (if any) intercreditor or subordination provisions; (c) agree to any amendment, restatement, supplement, waiver, termination or other modification of any Specified Material Contract, including, Permitted Tax Credit Transaction Documents, if the effect of such waiveramendment, restatement, supplement, modification, amendmentwaiver, termination or release would other modification could reasonably be materially adverse expected to the Lenders in any material respect, (iii) permit any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect or (iv) permit any waiver, supplement, modification, amendment, termination or release of any Transaction Document (other than the Loan Documents (to the extent otherwise permitted by the terms hereof)), in any manner that is adverse in any material respect to the interests of Administrative Agent or any Lender without prior written consent of Administrative Agent or any Lender; (d) agree to any amendment, restatement, supplement, waiver, termination or other modification of the Lenders in DOE Loan Documents to the extent prohibited by the Intercreditor Agreement; or (e) agree to any material respectamendment, restatement, supplement, waiver, termination or other modification of the Atlas Side Letter without the prior written consent from Administrative Agent.