UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, DC 20549

 
FORM 8-K

 
CURRENT REPORT
 
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 

February 28, 2013
(Date of earliest event reported)

Cinedigm Digital Cinema Corp.
(Exact name of registrant as specified in its charter)


Delaware
001-31810
22-3720962
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)


902 Broadway, 9 th Floor, New York, New York
10010
(Address of principal executive offices)
(Zip Code)


973-290-0080
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 
 
 

 
Item 1.01.
Entry into a Material Definitive Agreement.

On February 28, 2013, Cinedigm Digital Funding I, LLC (“CDF I”), an indirectly wholly-owned subsidiary of Cinedigm Digital Cinema Corp. (the "Company"), entered into an amended and restated credit agreement (the “Amended and Restated Credit Agreement”) with Société Générale, New York Branch, as administrative agent and collateral agent for the lenders party thereto and certain other secured parties (the “Collateral Agent”), and the lenders party thereto. The Amended and Restated Credit Agreement amended and restated CDF I’s credit agreement in effect since May 2010.  The primary changes effected by the Amended and Restated Credit Agreement were (i) changing the aggregate principal amount of the term loans to $130,000,000, (ii) changing the interest rate (as discussed below) and (iii) extending the term of the credit facility to February 2018.  The proceeds of the term loans under the Amended and Restated Credit Agreement (the “Term Loans”) will be used by CDF I to refinance existing debt of CDF I, to pay a dividend indirectly to the Company to be used to pay a portion of the Company’s existing debt as described further below, to fund a debt service reserve and to pay all costs, fees and expenses relating to the transaction.

Under the Amended and Restated Credit Agreement, each of the Term Loans will bear interest, at the option of CDF I and subject to certain conditions, based on the base rate (generally, the bank prime rate) or the LIBOR rate set at a minimum of 1.00%, plus a margin of 1.75% (in the case of base rate loans) or, 2.75% (in the case of LIBOR rate loans).  All collections and revenues of CDF I are deposited into a special blocked account, from which amounts are paid out on a monthly basis to pay certain operating expenses and principal, interest, fees, costs and expenses relating to the Amended and Restated Credit Agreement according to certain designated priorities.  On a quarterly basis, if funds remain after the payment of all such amounts, they will be applied to prepay the Term Loans.  Except for the dividend to the Company mentioned above that was paid at closing,  CDF I is generally prohibited from paying dividends or distributions to shareholders until the Term Loans are repaid.  The Term Loans mature and must be paid in full by February 28, 2018.  In addition, CDF I may prepay the Term Loans, in whole or in part, subject to paying certain breakage costs, if applicable, and a 1.00% prepayment premium if a prepayment is made during the first year of the Term Loans.

The Amended and Restated Credit Agreement also requires each of CDF I’s existing and future direct and indirect domestic subsidiaries (the "Guarantors") to guarantee, under an Amended and Restated Guaranty and Security Agreement dated as of February 28, 2013 by and among CDF I, the Guarantors and the Collateral Agent (the “Guaranty and Security Agreement”), the obligations under the Amended and Restated Credit Agreement, and all such obligations to be secured by a first priority perfected security interest in all of the collective assets of CDF I and the Guarantors, including real estate owned or leased, and all capital stock or other equity interests in Christie/AIX, Inc. (“C/AIX”), the direct holder of CDF I’s equity, CDF I and CDF I’s subsidiaries.  In connection with the Amended and Restated Credit Agreement, Access Digital Media, Inc. (“ADM”), a wholly-owned subsidiary of the Company and the direct parent of C/AIX, entered into an amended and restated pledge agreement dated as of February 28, 2013 (the “ADM Pledge Agreement”) in favor of the Collateral Agent pursuant to which ADM pledged to the Collateral Agent all of the outstanding shares of common stock of C/AIX, and C/AIX entered into an amended and restated pledge agreement dated as of February 28, 2013 (the “C/AIX Pledge Agreement”) in favor of the Collateral Agent pursuant to which C/AIX pledged to the Collateral Agent all of the outstanding membership interests of CDF I.
 
The Amended and Restated Credit Agreement contains customary representations, warranties, affirmative covenants, negative covenants and events of default.
 
 
2
 
 
On February 28, 2013, Cinedigm DC Holdings, LLC (“Holdings”), a wholly-owned subsidiary of the Company, ADM and Access Digital Cinema Phase 2, Corp. (“ADCP2”), a wholly-owned subsidiary of the Company, entered into term loan agreement (the “Term Loan Agreement”) with Prospect Capital Corporation (“Prospect”), as administrative agent (the “Prospect Administrative Agent”) and collateral agent (the “Prospect Collateral Agent”) for the lenders party thereto, and the other lenders party thereto pursuant to which Holdings borrowed $70,000,000 (the “Prospect Loan”) . The Prospect Loan will bear interest annually in cash at LIBOR plus 9.00% (with a 2.00% LIBOR floor) and at 2.50   % to be accrued as an increase in the aggregate principal amount of the Prospect Loan until the  Amended and Restated Credit Agreement is paid off, at which time all interest will be payable in cash.

The Prospect Loan matures on March 31, 2021. The Prospect Loan may be accelerated upon a change in control (as defined in the Term Loan Agreement) or other events of default as set forth therein and will be mandatorily accelerated upon an insolvency of Holdings.  The Prospect Loan is payable on a voluntary basis after the second anniversary of the initial borrowing in whole but not in part, subject to a prepayment penalty equal to 5.00% of the principal amount prepaid if the Prospect Loan is prepaid after the second anniversary but prior to the third anniversary of issuance, a prepayment penalty of 4.00% of the principal amount prepaid if the Prospect Loan is prepaid after such third anniversary but prior to the fourth anniversary of issuance, a prepayment penalty of 3.00% of the principal amount prepaid if the Prospect Loan is prepaid after such fourth anniversary but prior to the fifth anniversary of issuance, a prepayment penalty of 2.00% of the principal amount prepaid if the Prospect Loan is prepaid after such fifth anniversary but prior to the sixth anniversary of issuance, a prepayment penalty of 1.00% of the principal amount prepaid if the Prospect Loan is prepaid after such sixth anniversary but prior to the seventh anniversary of issuance, and without penalty if the Prospect Loan is prepaid thereafter, plus cash in an amount equal to the accrued and unpaid interest amount with respect to the principal amount through and including the prepayment date.

In connection with the Prospect Loan, the Company assigned to Holdings its rights to receive servicing fees under the Company’s Phase I and Phase II deployments. Pursuant to a Limited Recourse Pledge Agreement (the “Limited Recourse Pledge”) executed by the Company and a Guaranty, Pledge and Security Agreement (the “Prospect Guaranty and Security Agreement”) among Holdings, ADM, ADCP2 and Prospect, as Prospect Collateral Agent, the Prospect Loan is secured by, among other things, a first priority pledge of the stock of Holdings owned by the Company, the stock of ADM owned by Holdings and the stock of ADCP2 owned by the Company, and guaranteed by ADM and ADCP2.  In addition, the Company provided a limited recourse guaranty (the “Limited Recourse Guaranty”) pursuant to which the Company guaranteed certain representations and warranties and performance obligations with respect to the Prospect Loan in favor of the Prospect Collateral Agent and the Prospect Administrative Agent.

The Term Loan Agreement contains customary representations, warranties, affirmative covenants, negative covenants and events of default.

The proceeds of the Prospect Loan and the Term Loans were used in part to finance the purchase by Holdings of an assignment of Term Loans in the aggregate principal amount of $5,000,000, to pay off the Company’s debt outstanding under its promissory note issued to an affiliate of Sageview Capital LP and to pay costs, fees and expenses relating to the foregoing transactions.

The foregoing descriptions of the Amended and Restated Credit Agreement, the Guaranty and Security Agreement, the ADM Pledge Agreement, the C/AIX Pledge Agreement, the Term Loan Agreement, the Limited Recourse Pledge, the Prospect Guaranty and Security Agreement and the Limited Recourse Guaranty do not purport to be complete and are qualified in their entirety by reference to such agreements, which are attached hereto as Exhibits 10.1, 4.1, 4.2, 4.3, 10.2, 4.4, 4.5 and 4.6 respectively, and are incorporated by reference herein.


 
3
 


Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 28, 2013, the Company entered into the Amended and Restated Credit Agreement pursuant to which it repaid existing debt and borrowed $130,000,000. The terms of the Amended and Restated Credit Agreement, including the maturity, interest payment terms and use of proceeds, are described more fully in Item 1.01 above and the Amended and Restated Credit Agreement, which are incorporated by reference herein.  Also on February 28, 2013, the Company entered into the Term Loan Agreement pursuant to which the Company borrowed $70,000,000.  The terms of the Prospect Loan, including the maturity, interest payment terms and use of proceeds, are described more fully in Item 1.01 above and the Term Loan Agreement, which are incorporated by reference herein.

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

(b)           On March 1, 2013, Edward A. Gilhuly, a member of the Board of Directors (the “Board”) of Company, notified the Company that he resigned from the Board effective March 1, 2013.

Item 8.01
Other Events.

On March 1, 2013, the Company issued the press release attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01
Financial Statements and Exhibits

Exhibit No.
 
Description
     
4.1
--
Amended and Restated Guaranty and Security Agreement, dated as of February 28, 2013, among Cinedigm Digital Funding I, LLC and each Grantor from time to time party thereto and Société Générale, New York Branch, as Collateral Agent.
 
4.2
--
Amended and Restated Pledge Agreement, dated as of February 28, 2013, between Access Digital Media, Inc. and Société Générale, New York Branch, as Collateral Agent.
 
4.3
--
Amended and Restated Pledge Agreement, dated as of February 28, 2013, between Christie/AIX, Inc. and Société Générale, New York Branch, as Collateral Agent.
 
4.4
--
Limited Recourse Pledge Agreement, dated as of February 28, 2013, made by Cinedigm Digital Cinema Corp. in favor of Prospect Capital Corporation, as Collateral Agent.
 
4.5
--
Guaranty, Pledge and Security Agreement, dated as of February 28, 2013, made by Cinedigm DC Holdings, LLC, Access Digital Media, Inc. and Access Digital Cinema Phase 2, Corp., in favor of Prospect Capital Corporation, as Collateral Agent.
 
4.6
--
Limited Recourse Guaranty Agreement, dated as of February 28, 2013, made by Cinedigm Digital Cinema Corp. in favor of Prospect Capital Corporation, as Collateral Agent and as Administrative Agent.
 
 
4
 
 
10.1
--
Amended and Restated Credit Agreement, dated as of February 28, 2013, among Cinedigm Digital Funding I, LLC, the Lenders party thereto and Société Générale, New York Branch, as administrative agent and collateral agent for the lenders and secured parties thereto.
 
10.2
--
Term Loan Agreement, dated as of February 28, 2013, by and among Cinedigm DC Holdings, LLC, Access Digital Media, Inc., Access Digital Phase 2, Corp., the Guarantors party thereto, the Lenders party thereto and Prospect Capital Corporation as Administrative Agent and Collateral Agent.*
 
99.1
--
Press Release dated March 1, 2013.

* Confidential portions have been omitted and filed separately with the Securities and Exchange Commission.

 
5
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

     
CINEDIGM DIGITAL CINEMA CORP.
 
Dated: March 4, 2013
 
By: 
 
 
 
/s/ Gary S. Loffredo
       
Gary S. Loffredo
President of Digital Cinema, General Counsel and Secretary



 
6
 

EXHIBIT INDEX


Exhibit No.
 
Description
     
4.1
--
Amended and Restated Guaranty and Security Agreement, dated as of February 28, 2013, among Cinedigm Digital Funding I, LLC and each Grantor from time to time party thereto and Société Générale, New York Branch, as Collateral Agent.
 
4.2
--
Amended and Restated Pledge Agreement, dated as of February 28, 2013, between Access Digital Media, Inc. and Société Générale, New York Branch, as Collateral Agent.
 
4.3
--
Amended and Restated Pledge Agreement, dated as of February 28, 2013, between Christie/AIX, Inc. and Société Générale, New York Branch, as Collateral Agent.
 
4.4
--
Limited Recourse Pledge Agreement, dated as of February 28, 2013, made by Cinedigm Digital Cinema Corp. in favor of Prospect Capital Corporation, as Collateral Agent.
 
4.5
--
Guaranty, Pledge and Security Agreement, dated as of February 28, 2013, made by Cinedigm DC Holdings, LLC, Access Digital Media, Inc. and Access Digital Cinema Phase 2, Corp., in favor of Prospect Capital Corporation, as Collateral Agent.
 
4.6
--
Limited Recourse Guaranty Agreement, dated as of February 28, 2013, made by Cinedigm Digital Cinema Corp. in favor of Prospect Capital Corporation, as Collateral Agent and as Administrative Agent.
 
10.1
--
Amended and Restated Credit Agreement, dated as of February 28, 2013, among Cinedigm Digital Funding I, LLC, the Lenders party thereto and Société Générale, New York Branch, as administrative agent and collateral agent for the lenders and secured parties thereto.
 
10.2
--
Term Loan Agreement, dated as of February 28, 2013, by and among Cinedigm DC Holdings, LLC, Access Digital Media, Inc., Access Digital Phase 2, Corp., the Guarantors party thereto, the Lenders party thereto and Prospect Capital Corporation as Administrative Agent and Collateral Agent.*
 
99.1
--
Press Release dated March 1, 2013.

* Confidential portions have been omitted and filed separately with the Securities and Exchange Commission.
 
 
 
 
7

EXHIBIT 4.1

 
 
 
AMENDED AND RESTATED
 
GUARANTY AND SECURITY AGREEMENT
 
DATED AS OF FEBRUARY 28, 2013
 
AMONG
 
CINEDIGM DIGITAL FUNDING I, LLC ,
 
AND
 
EACH GRANTOR
 
FROM TIME TO TIME PARTY HERETO
 
AND
 
SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH,
AS COLLATERAL AGENT

 

 

 
 
 
TABLE OF CONTENTS

 
Page

 
ARTICLE I
DEFINED TERMS 
 
 
Section 1.1
Definitions 
 
 
Section 1.2
Certain Other Terms 
 
 
ARTICLE II
GUARANTY 
 
 
Section 2.1
Guaranty 
 
 
Section 2.2
Limitation of Guaranty 
 
 
Section 2.3
Contribution 
 
 
Section 2.4
Authorization; Other Agreements 
 
 
Section 2.5
Guaranty Absolute and Unconditional 
 
 
Section 2.6
Waivers 
 
 
Section 2.7
Reliance 
 
 
ARTICLE III
GRANT OF SECURITY INTEREST 
 
 
Section 3.1
Collateral 
 
 
Section 3.2
Grant of Security Interest in Collateral 
 
 
ARTICLE IV
REPRESENTATIONS AND WARRANTIES 
 
 
Section 4.1
Title; No Other Liens 
 
 
Section 4.2
Perfection and Priority 
 
 
Section 4.3
Jurisdiction of Organization; Chief Executive Office 
 
 
Section 4.4
Locations of Inventory; Equipment and Books and Records 
 
 
Section 4.5
Pledged Collateral 
 
 
Section 4.6
Instruments and Tangible Chattel Paper Formerly Accounts 
 
 
Section 4.7
Intellectual Property 
 
 
Section 4.8
Commercial Tort Claims 
 
 
Section 4.9
Specific Collateral 
 
 
Section 4.10
Enforcement 
 
 
Section 4.11
Representations and Warranties of the Credit Agreement 
 
 
ARTICLE V
COVENANTS 
 

 
-i-
 
TABLE OF CONTENTS
(continued)
 
Page

 
Section 5.1
Maintenance of Perfected Security Interest; Further Documentation and Consents 
 
 
Section 5.2
Changes in Locations, Name, Etc 
 
 
Section 5.3
Pledged Collateral 
 
 
Section 5.4
Accounts 
 
 
Section 5.5
Commodity Contracts 
 
 
Section 5.6
Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper 
 
 
Section 5.7
Intellectual Property 
 
 
Section 5.8
Notices 
 
 
Section 5.9
Notice of Commercial Tort Claims 
 
 
Section 5.10
Compliance with Credit Agreement 
 
 
ARTICLE VI
REMEDIAL PROVISIONS 
 
 
Section 6.1
Code and Other Remedies 
 
 
Section 6.2
Accounts and Payments in Respect of General Intangibles; Contracts 
 
 
Section 6.3
Pledged Collateral 
 
 
Section 6.4
Contracts 
 
 
Section 6.5
Proceeds to be Turned over to and Held by Collateral Agent 
 
 
Section 6.6
Registration Rights 
 
 
Section 6.7
Deficiency 
 
 
ARTICLE VII
THE COLLATERAL AGENT 
 
 
Section 7.1
Collateral Agent’s Appointment as Attorney-in-Fact 
 
 
Section 7.2
Authorization to File Financing Statements 
 
 
Section 7.3
Authority of Collateral Agent 
 
 
Section 7.4
Duty: Obligations and Liabilities 
 
 
ARTICLE VIII
MISCELLANEOUS 
 
 
Section 8.1
Reinstatement 
 
 
Section 8.2
Release of Collateral 
 

 
-ii-
 
TABLE OF CONTENTS
(continued)
 
Page

 
Section 8.3
Independent Obligations 
 
 
Section 8.4
No Waiver by Course of Conduct 
 
 
Section 8.5
Amendments in Writing 
 
 
Section 8.6
Additional Grantors Additional Pledged Collateral 
 
 
Section 8.7
Notices 
 
 
Section 8.8
Successors and Assigns 
 
 
Section 8.9
Counterparts 
 
 
Section 8.10
Severability 
 
 
Section 8.11
Governing Law 
 
 
Section 8.12
WAIVER OF JURY TRIAL 
 
 
Section 8.13
Amendment and Restatement 
 


 
-iii-
 
TABLE OF CONTENTS
(continued)


ANNEXES AND SCHEDULES
 
Annex 1
-
Form of Pledge Amendment
Annex 2
-
Form of Joinder Agreement
Annex 3
-
Form of Intellectual Property Security Agreement
 
Schedule 1
-
Commercial Tort Claims
Schedule 2
-
Filings
Schedule 3
-
Jurisdiction of Organization; Chief Executive Office
Schedule 4
-
Location of Inventory and Equipment
Schedule 5
-
Pledged Collateral
Schedule 6
-
Intellectual Property


 
-iv-
 

AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT
 
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT, dated as of February 28, 2013, by CINEDIGM DIGITAL FUNDING I, LLC, a Delaware limited liability company (the “ Borrower ”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the “ Grantors ”), in favor of SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH (“ SG ”), as collateral agent (in such capacity, together with its successors and permitted assigns, the “ Collateral Agent ”) for the Lenders and each other Secured Party (each as defined in the Credit Agreement referred to below).
 
PRELIMINARY STATEMENT
 
WHEREAS, each Grantor and the Collateral Agent are parties to the Guaranty and Security Agreement dated as of May 6, 2010 (as heretofore amended, restated, supplemented or otherwise modified, the “ Existing Guaranty and Security Agreement ”);
 
WHEREAS, the Borrower, the lenders named therein (the “ Lenders ”), the Collateral Agent and Société Générale, as administrative agent have entered into the Amended and Restated Credit Agreement dated as of February 28, 2013 (as the same may be modified from time to time, the “ Credit Agreement ”);
 
WHEREAS, each Grantor (other than the Borrower) has agreed to guaranty the Obligations (as defined in the Credit Agreement) of the Borrower;
 
WHEREAS, each Grantor will derive substantial direct and indirect benefits from the making of the extensions of credit under the Credit Agreement; and
 
WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Collateral Agent;
 
NOW, THEREFORE, in consideration of the premises and to induce the Lenders and the Collateral Agent to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Collateral Agent as follows:
 
ARTICLE I
DEFINED TERMS
 
Section 1.1     Definitions .  (a) Capital terms used herein without definition are used as defined in the Credit Agreement.
 
(b)           The following terms have the meanings given to them in the UCC and terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “ account ”, “ account debtor ”, “ as-extracted collateral ”, “ certificated security ”, “ chattel paper ”, “ commercial tort claim ”, “ commodity contract ”, “ deposit account ”, “ electronic chattel
 

 
 
 

paper ”, “ equipment ”, “ farm products ”, “ fixture ”, “ general intangible ”, “ goods ”, “ health-care-insurance receivable ”, “ instruments ”, “ inventory ”, “ investment property ”, “ letter-of-credit right ”, “ proceeds ”, “ record ”, “ securities account ”, “ security ”, “ supporting obligation ” and “ tangible chattel paper ”.
 
(c)           The following terms shall have the following meanings:
 
“ Agreement ” means this Amended and Restated Guaranty and Security Agreement.
 
“ Applicable IP Office ” means the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency within or outside the United States.
 
“ Collateral ” has the meaning specified in Section 3.1 .
 
“ Contracts ” means all contracts, undertakings, or agreements (other than rights evidenced by chattel paper, documents or instruments) to which any Grantor now is, or hereafter will be, bound, or a party, beneficiary or assignee, in any event, including all contracts, undertakings, or agreements in or under which any Grantor may now or hereafter have any right, title or interest, including Digital Cinema Deployment Agreements, Exhibitor Agreements, the Management Services Agreement, and the Back-Up Servicer Agreement and any agreement relating to the terms of payment or the terms of performance of any account.
 
“ Fraudulent Transfer Laws ” has the meaning specified in Section 2.2 .
 
“ Guaranteed Obligations ” has the meaning specified in Section 2.1 .
 
“ Guarantor ” means each Grantor other than the Borrower.
 
“ Guaranty ” means the guaranty of the Guaranteed Obligations made by the Guarantors as set forth in this Agreement.
 
“ Pledged Certificated Stock ” means all certificated securities and any other Stock or Stock Equivalent of any Person evidenced by a certificate, instrument or other similar document (as defined in the UCC), in each case owned by any Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including all Stock and Stock Equivalents set forth on Schedule 5 .
 
“ Pledged Collateral ” means, collectively, the Pledged Stock and the Pledged Debt Instruments.
 
“ Pledged Debt Instruments ” means all right, title and interest of any Grantor in instruments evidencing any Indebtedness owed to such Grantor or other obligations, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including all Indebtedness set forth on Schedule 5 , issued by the obligors named therein.
 
“ Pledged Investment Property ” means any investment property owned by any Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, other than any Pledged Stock or Pledged Debt Instruments.
 

 
-2-
 

“ Pledged Stock ” means all Pledged Certificated Stock and all Pledged Uncertificated Stock.
 
“ Pledged Uncertificated Stock ” means any Stock or Stock Equivalent of any Person owned by any Grantor that is not Pledged Certificated Stock, including all right, title and interest of any Grantor as a limited or general partner in any partnership not constituting Pledged Certificated Stock or as a member of any limited liability company, all right, title and interest of any Grantor in, to and under any Constituent Document of any partnership or limited liability company to which it is a party, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including in each case those interests set forth on Schedule 5 , to the extent such interests are not certificated.
 
“ Secured Obligations ” has the meaning specified in Section 3.2 .
 
“ Software ” means (a) all computer programs, including source code and object code versions, (b) all data, databases and compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing.
 
“ UCC ” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided , however , that, in the event that, by reason of mandatory provisions of any applicable Requirement of Law, any of the attachment, perfection or priority of the Collateral Agent’s or any other Secured Party’s security interest in any Collateral is governed by the Uniform Commercial Code of a jurisdiction other than the State of New York, “ UCC ” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of the definitions related to or otherwise used in such provisions.
 
“ Vehicles ” means all vehicles covered by a certificate of title law of any state.
 
Section 1.2     Certain Other Terms . (a)  The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. References herein to an Annex, Schedule, Article, Section or clause refer to the appropriate Annex or Schedule to, or Article, Section or clause in this Agreement. Where the context requires, provisions relating to any Collateral when used in relation to a Grantor shall refer to such Grantor’s Collateral or any relevant part thereof.
 
(b)            Section 1.5 of the Credit Agreement is applicable to this Agreement as and to the extent set forth therein.
 
ARTICLE II
GUARANTY
 
Section 2.1     Guaranty . To induce the Lenders to make the Term Loans, each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Loan Document, of all the Obligations of the Borrower whether existing on the date
 

 
-3-
 

hereof or hereinafter incurred or created (the “ Guaranteed Obligations ”). This Guaranty by each Guarantor hereunder constitutes a guaranty of payment and not of collection.
 
Section 2.2     Limitation of Guaranty . Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Guarantor, subject to avoidance under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Requirements of Law) (collectively, “ Fraudulent Transfer Laws ”). Any analysis of the provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under the Guaranty.
 
Section 2.3     Contribution . To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation exceeding the greater of (a) the amount of the economic benefit actually received by such Guarantor from the Term Loans and other Guaranteed Obligations and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Guaranteed Obligations (excluding the amount thereof repaid by the Borrower) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date.
 
Section 2.4     Authorization; Other Agreements . The Secured Parties are hereby authorized, without notice to or demand upon any Guarantor and without discharging or otherwise affecting the obligations of any Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following:
 
(a)           (i) modify, amend, supplement or otherwise change, (ii) accelerate or otherwise change the time of payment of or (iii) waive or otherwise consent to noncompliance with, any Guaranteed Obligation or any Loan Document;
 
(b)           apply to the Guaranteed Obligations any sums by whomever paid or however realized to any Guaranteed Obligation in such order as provided in the Loan Documents;
 
(c)           refund at any time any payment received by any Secured Party in respect of any Guaranteed Obligation in such Secured Party’s reasonable discretion;
 
(d)           (i) Sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute, surrender, exchange, affect, impair or otherwise alter or release any Collateral for any Guaranteed Obligation or any other guaranty therefor in any manner, (ii) receive, take and hold additional Collateral to secure any Guaranteed Obligation, (iii) add, release or substitute any one or more other Guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and (iv) otherwise deal in any manner with the
 

 
-4-
 

Borrower and any other Guarantor, maker or endorser of any Guaranteed Obligation or any part thereof; and
 
(e)           settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations.
 
Section 2.5     Guaranty Absolute and Unconditional . Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):
 
(a)           the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
 
(b)           the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
 
(c)           the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
 
(d)           any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
 
(e)           any foreclosure, whether or not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or
 
(f)           any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.
 
Section 2.6     Waivers . Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (a) any demand for payment or performance and protest and notice of protest, (b) any
 

 
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notice of acceptance, (c) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Borrower or any other Guarantor. Each Guarantor further unconditionally and irrevocably agrees, until indefeasible payment in full of the Guaranteed Obligations, not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the Borrower or any other Guarantor by reason of any Loan Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against any other Loan Party or set off any of its obligations to such other Loan Party against obligations of such Loan Party to such Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by complete performance.
 
Section 2.7     Reliance . Each Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of the Borrower, each other Guarantor and any other guarantor, maker or endorser of any Guaranteed Obligation or any part thereof, and of all other circumstances bearing upon the risk of nonpayment of any Guaranteed Obligation or any part thereof that diligent inquiry would reveal, and each Guarantor hereby agrees that no Secured Party shall have any duty to advise any Guarantor of information known to it regarding such condition or any such circumstances. In the event any Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Guarantor, such Secured Party shall be under no obligation to (a) undertake any investigation not a part of its regular business routine, (b) disclose any information that such Secured Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) make any future disclosures of such information or any other information to any Guarantor.
 
ARTICLE III
GRANT OF SECURITY INTEREST
 
Section 3.1     Collateral . For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “ Collateral ”:
 
(a)           all accounts, chattel paper, Contracts, deposit accounts (including any concentration account), securities accounts, documents (as defined in the UCC), equipment, general intangibles, instruments, inventory, investment property, and any supporting obligations related thereto;
 
(b)           the commercial tort claims described on Schedule 1 and on any supplement thereto received by the Collateral Agent pursuant to Section 5.9 ;
 
(c)           all books and records pertaining to the other property described in this Section 3.1 ;
 
(d)           all property of such Grantor held by any Secured Party, including all property of every description, in the custody of or in transit to such Secured Party for any purpose, including
 

 
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safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power, including but not limited to cash;
 
(e)           all other goods (including but not limited to fixtures) and personal property of such Grantor, whether tangible or intangible and wherever located;
 
(f)           any and all additions, accessions and improvements to, all substitutions and replacements for and all products of or derived from the foregoing; and
 
(g)           to the extent not otherwise included, all proceeds of the foregoing.
 
Section 3.2     Grant of Security Interest in Collateral . Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Guaranteed Obligations of such Grantor (the “ Secured Obligations ”), hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor.  Without limitation of the foregoing, each Grantor collaterally assigns all of such Grantor’s right, title and interest in and to the Collateral to the Collateral Agent for the benefit of the holders of the Secured Obligations to secure the payment and performance of the Secured Obligations to the full extent that such a collateral assignment is possible under the relevant law.
 
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
 
To induce the Lenders and the Collateral Agent to enter into the Loan Documents, each Grantor hereby represents and warrants each of the following to the Collateral Agent, the Lenders and the other Secured Parties:
 
Section 4.1     Title; No Other Liens . Except for the Lien granted to the Collateral Agent pursuant to this Agreement and other Permitted Liens under any Loan Document (including Section 4.2 ), such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. Such Grantor (a) is the record and beneficial owner of the Collateral pledged by it hereunder constituting instruments or certificates and (b) has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any other Lien.
 
Section 4.2     Perfection and Priority . The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly authorized form), (ii) in the case of any deposit account, the execution of a Control Agreement (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the United States Copyright Office or the United States Patent and Trademark
 

 
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Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control under the UCC to the Collateral Agent over such letter-of-credit rights, (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper under the UCC and (vi) in the case of Vehicles, the actions required under Section 5.1(e) . Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or unless otherwise permitted by any Loan Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of Control Agreements with respect to such investment property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2 , all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken. Upon the taking of the action described in this Section 4.2 , such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or unless otherwise permitted by any Loan Document.
 
Section 4.3     Jurisdiction of Organization; Chief Executive Office . Such Grantor’s jurisdiction of organization, legal name and organizational identification number, if any, and the location of such Grantor’s chief executive office or sole place of business, in each case as of the date hereof, is specified on Schedule 3 and such Schedule 3 also lists all jurisdictions of incorporation, legal names and locations of such Grantor’s chief executive office or sole place of business for the five years preceding the date hereof.
 
Section 4.4     Locations of Inventory; Equipment and Books and Records . On the date hereof, such Grantor’s inventory and equipment (other than inventory or equipment in transit) and books and records concerning the Collateral are kept at the locations listed on Schedule 4 and such Schedule 4 also lists the locations of such inventory, equipment and books and records for the five years preceding the date hereof.
 
Section 4.5     Pledged Collateral . (a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 and constitutes (or, in respect of Pledged Stock, the issuer of which is not a Subsidiary of or otherwise controlled by such Grantor, to such Grantor’s knowledge constitutes) that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 , and (ii) with respect to Pledged Stock, the issuer of which is a Subsidiary of or otherwise controlled by such Grantor, has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships) and (iii) to the extent constituting an obligation, constitutes the legal, valid and binding obligation of the issuer thereof with respect thereto, enforceable in accordance with its terms.
 

 
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(b)           As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates have been delivered to the Collateral Agent in accordance with Section 5.3(a) .
 
(c)           Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock to the same extent as such Grantor and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.
 
Section 4.6     Instruments and Tangible Chattel Paper Formerly Accounts . No amount payable to such Grantor under or in connection with any account is evidenced by any instrument or tangible chattel paper involving an amount in excess of $250,000 in the aggregate at any one time that has not been delivered to the Collateral Agent, properly endorsed for transfer, to the extent delivery is required by Section 5.6(a) .
 
Section 4.7     Intellectual Property . (a) Schedule 6 sets forth a true and complete list of the following Intellectual Property such Grantor owns, licenses or otherwise has the right to use:  (i) Intellectual Property that is registered or subject to applications for registration, (ii) Internet Domain Names and (iii) other Intellectual Property and material Software, separately identifying that owned and licensed to such Grantor and including for each of the foregoing items (1) the owner, (2) the title, (3) the jurisdiction in which such item has been registered or otherwise arises or in which an application for registration has been filed, (4) as applicable, the registration or application number and registration or application date and (5) any IP Licenses or other rights (including franchises) granted by the Grantor with respect thereto.
 
(b)           On the Closing Date, all Intellectual Property owned by such Grantor is valid, in full force and effect, subsisting, unexpired and enforceable, and no Intellectual Property has been abandoned. No breach or default of any IP License shall be caused by any of the following, and none of the following shall limit or impair the ownership, use, validity or enforceability of, or any rights of such Grantor in, any Intellectual Property material to the business of such Grantor: (i) the consummation of the transactions contemplated by any Loan Document or (ii) any holding, decision, judgment or order rendered by any Governmental Authority. There are no pending (or, to the knowledge of such Grantor, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes challenging the ownership, use, validity, enforceability of, or such Grantor’s rights in, any Intellectual Property material to the business of such Grantor. To such Grantor’s knowledge, no Person has been or is infringing, misappropriating, diluting, violating or otherwise impairing any such Intellectual Property of such Grantor. Such Grantor, and to such Grantor’s knowledge each other party thereto, is not in material breach or default of any material IP License.
 
Section 4.8     Commercial Tort Claims . The only commercial tort claims of any Grantor existing on the date hereof (regardless of whether the amount, defendant or other material facts can be determined and regardless of whether such commercial tort claim has been asserted, threatened or has otherwise been made known to the obligee thereof or whether litigation has
 

 
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been commenced for such claims) are those listed on Schedule 1 , which sets forth such information separately for each Grantor.
 
Section 4.9        Specific Collateral . None of the Collateral is or is proceeds or products of farm products, as-extracted collateral, health-care-insurance receivables or timber to be cut.
 
Section 4.10     Enforcement . No Permit, notice to or filing with any Governmental Authority or any other Person or any consent from any Person is required for the exercise by the Collateral Agent of its rights (including voting rights) provided for in this Agreement or the enforcement of remedies in respect of the Collateral pursuant to this Agreement, including the transfer of any Collateral, except as may be required in connection with the disposition of any portion of the Pledged Collateral by laws affecting the offering and sale of securities generally or any approvals that may be required to be obtained from any bailees or landlords to collect the Collateral.
 
Section 4.11     Representations and Warranties of the Credit Agreement . The representations and warranties as to such Grantor and its Subsidiaries made by the Borrower in Article IV of the Credit Agreement are true and correct on each date as required by the Credit Agreement.
 
ARTICLE V
COVENANTS
 
Each Grantor agrees with the Collateral Agent to the following, as long as any Guaranteed Obligation or Commitment remains outstanding and, in each case, unless the Required Lenders otherwise consent in writing:
 
Section 5.1     Maintenance of Perfected Security Interest; Further Documentation and Consents .
 
(a)            Generally . Such Grantor shall (i) not use or permit any Collateral to be used in violation of any provision of any Loan Document, any Requirement of Law in any material respect or any policy of insurance covering the Collateral and (ii) not enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to Sell any Collateral if such restriction would have a Material Adverse Effect.
 
(b)           Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons.
 
(c)           Such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance satisfactory to the Collateral Agent.
 
(d)           At any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and
 

 
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deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Collateral Agent may reasonably request, including (A) securing all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation, including any IP License, held by such Grantor and to enforce the security interests granted hereunder and (B) executing and delivering any Control Agreements with respect to deposit accounts and securities accounts.
 
(e)           If requested by the Collateral Agent, the Grantor shall arrange for the Collateral Agent’s first priority security interest to be noted on the certificate of title of each Vehicle and shall file any other necessary documentation in each jurisdiction that the Collateral Agent shall deem advisable to perfect its security interests in any Vehicle.
 
Section 5.2     Changes in Locations, Name, Etc . Except upon 30 days’ prior written notice to the Collateral Agent and delivery to the Collateral Agent of (a) all documents reasonably requested by the Collateral Agent to maintain the validity, perfection and priority of the security interests provided for herein and (b) if applicable, a written supplement to Schedule 4 showing any additional locations at which inventory or equipment shall be kept, such Grantor shall not do any of the following:
 
(i)           permit any inventory or equipment to be kept at a location other than those listed on Schedule 4 , except for inventory or equipment in transit;
 
(ii)           change its jurisdiction of organization or its location, in each case from that referred to in Section 4.3 ; or
 
(iii)           change its legal name or organizational identification number, if any, or corporation, limited liability company, partnership or other organizational structure to such an extent that any financing statement filed in connection with this Agreement would become misleading.
 
Section 5.3     Pledged Collateral . (a)   Delivery of Pledged Collateral . Such Grantor shall (i) deliver to the Collateral Agent, in suitable form for transfer and in form and substance satisfactory to the Collateral Agent, (A) all Pledged Certificated Stock, (B) all Pledged Debt Instruments and (C) all certificates and instruments evidencing Pledged Investment Property and (ii) maintain all other Pledged Investment Property in a Securities Account subject to a Control Agreement.
 
(b)            Event of Default . During the continuance of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral or any Pledged Investment Property and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger denominations.
 

 
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(c)            Cash Distributions with respect to Pledged Collateral . Except as provided in Article VI , such Grantor shall be entitled to receive all cash, interest, dividends and distributions paid in respect of the Pledged Collateral or the Pledged Investment Property.
 
(d)            Voting Rights . Except as provided in Article VI , such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral and the Pledged Investment Property; provided , however , that no vote shall be cast, consent given or right exercised or other action taken by such Grantor that would impair the Collateral or be inconsistent with or result in any violation of any provision of any Loan Document.
 
Section 5.4     Accounts . (a) Such Grantor shall not without the Collateral Agent’s prior written consent, other than in the ordinary course of business, (i) grant any extension of the time of payment of any account, (ii) compromise or settle any account for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any account, (iv) allow any credit or discount on any account or (v) amend, supplement or modify any account in any manner that could adversely affect the value thereof.
 
(b)           The Collateral Agent shall have the right to make test verifications of the accounts in any manner and through any medium that it reasonably considers advisable, and such Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection therewith, provided , however , that unless a Default shall be continuing, (i) the Collateral Agent shall request no more than four such reports during any calendar year and (ii) the Collateral Agent may not directly contact any account debtor without Guarantor’s prior written consent. At any time and from time to time, upon the Collateral Agent’s request, such Grantor shall cause independent public accountants or others satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the accounts; provided , however , that unless a Default shall be continuing, the Collateral Agent shall request no more than four such reports during any calendar year.
 
Section 5.5     Commodity Contracts . Such Grantor shall not have any commodity contract other than with a Person approved by the Collateral Agent and subject to a Control Agreement.
 
Section 5.6     Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper . (a)  If any amount payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by an instrument or tangible chattel paper involving an amount in excess of $250,000 in the aggregate at any one time other than such instrument delivered in accordance with Section 5.3(a) and in the possession of the Collateral Agent, such Grantor shall mark all such instruments and tangible chattel paper with the following legend or another legend specified by the Collateral Agent in its reasonable discretion: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Société Générale, New York Branch, as Collateral Agent” and, at the request of the Collateral Agent, shall immediately deliver such instrument or tangible chattel paper to the Collateral Agent, duly indorsed in a manner satisfactory to the Collateral Agent.
 

 
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(b)           Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any investment property to any Person other than the Collateral Agent.
 
(c)           If such Grantor is or becomes the beneficiary of a letter of credit that is not a supporting obligation of any Collateral, such Grantor shall promptly, and in any event within 2 Business Days after becoming a beneficiary, notify the Collateral Agent thereof and enter into a Contractual Obligation with the Collateral Agent, the issuer of such letter of credit or any nominated person with respect to the letter-of-credit rights under such letter of credit. Such Contractual Obligation shall assign such letter-of-credit rights to the Collateral Agent in a manner sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any applicable UCC). Such Contractual Obligation shall also direct all payments thereunder to a Cash Collateral Account. The provisions of the Contractual Obligation shall be in form and substance reasonably satisfactory to the Collateral Agent.
 
(d)           If any amount payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall take all steps necessary to grant the Collateral Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any applicable UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.
 
Section 5.7     Intellectual Property . (a)  Promptly (and in any event within 10 Business Days) after any change to the information contained on Schedule 6 for such Grantor, such Grantor shall provide the Collateral Agent notification thereof and the short-form intellectual property agreements and assignments as described in this Section 5.7 and other documents that the Collateral Agent reasonably requests with respect thereto.
 
(b)           Such Grantor shall (and shall cause all its licensees to) (i) (1) continue to use each Trademark material to such Grantor’s business included in the Intellectual Property in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (2) maintain at least the same standards of quality of products and services offered under such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, and (4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent shall obtain a perfected security interest in such other Trademark pursuant to this Agreement and (ii) not do any act or omit to do any act whereby, (w) any Trademark material to such Grantor’s business (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (x) any Patent material to such Grantor’s business included in the Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, (y) any portion of the Copyrights material to such Grantor’s business included in the Intellectual Property may become invalidated, otherwise impaired or fall into the public domain or (z) any Trade Secret material to such Grantor’s business that is Intellectual Property may become publicly available or otherwise unprotectable.
 

 
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(c)           Such Grantor shall notify the Collateral Agent promptly if it knows that any application or registration relating to any Intellectual Property material to the business of such Grantor may become forfeited, misused, unenforceable, abandoned or dedicated to the public, or of any adverse determination or development regarding the validity or enforceability or such Grantor’s ownership of, interest in, right to use, register, own or maintain any such Intellectual Property (including the institution of, or any such determination or development in, any proceeding relating to the foregoing in any Applicable IP Office). Such Grantor shall take all actions that are necessary or reasonably requested by the Collateral Agent to maintain and pursue each application (and to obtain the relevant registration or recordation) and to maintain each registration and recordation included in the Intellectual Property material to the business of such Grantor.
 
(d)           Such Grantor shall not knowingly do any act or knowingly omit to do any act to infringe, misappropriate, dilute, violate or otherwise impair the Intellectual Property of any other Person. In the event that any Intellectual Property of such Grantor is or has been infringed, misappropriated, violated, diluted or otherwise impaired by a third party, such Grantor shall take such action as it reasonably deems appropriate under the circumstances in response thereto, including promptly bringing suit and recovering all damages therefor to the extent it is commercially reasonable to do so.
 
(e)           Such Grantor shall execute and deliver to the Collateral Agent in form and substance reasonably acceptable to the Collateral Agent and suitable for (i) filing in the Applicable IP Office the short-form intellectual property security agreements in the form attached hereto as Annex 3 for all Copyrights, Trademarks, Patents and IP Licenses of such Grantor and (ii) recording with the appropriate Internet domain name registrar, a duly executed form of assignment for all Internet Domain Names of such Grantor (together with appropriate supporting documentation as may be requested by the Collateral Agent).
 
Section 5.8     Notices . Such Grantor shall promptly notify the Collateral Agent in writing of its acquisition of any interest hereafter in property that is of a type where a security interest or lien must be or may be registered, recorded or filed under, or notice thereof given under, any federal statute or regulation.
 
Section 5.9     Notice of Commercial Tort Claims . Such Grantor agrees that, if it shall acquire any interest in any commercial tort claim (whether from another Person or because such commercial tort claim shall have come into existence), (i) such Grantor shall, promptly upon such acquisition, deliver to the Collateral Agent, in each case in form and substance reasonably satisfactory to the Collateral Agent, a notice of the existence and nature of such commercial tort claim and a supplement to Schedule 1 containing a specific description of such commercial tort claim, (ii) Section 3.1 shall apply to such commercial tort claim and (iii) such Grantor shall execute and deliver to the Collateral Agent, in each case in form and substance satisfactory to the Collateral Agent, any document, and take all other action, reasonably deemed by the Collateral Agent to be reasonably necessary or appropriate for the Collateral Agent to obtain, on behalf of the Secured Parties, a perfected security interest having at least the priority set forth in Section 4.2 in all such commercial tort claims. Any supplement to Schedule 1 delivered pursuant to this Section 5.9 shall, after the receipt thereof by the Collateral Agent, become part of Schedule 1 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.
 

 
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Section 5.10     Compliance with Credit Agreement . Such Grantor agrees to comply with all covenants and other provisions applicable to it under the Credit Agreement, including Sections 2.15 , 11.3 , 11.4 , and 11.14 of the Credit Agreement and agrees to the same submission to jurisdiction as that agreed to by the Borrower in the Credit Agreement.
 
ARTICLE VI
REMEDIAL PROVISIONS
 
Section 6.1     Code and Other Remedies . (a)   UCC Remedies . During the continuance of an Event of Default, the Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any Secured Obligation, all rights and remedies of a secured party under the UCC or any other applicable law.
 
(b)            Disposition of Collateral . Without limiting the generality of the foregoing, the Collateral Agent may, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice or opportunity for a hearing on the Collateral Agent’s claim or action, (ii) collect, receive, appropriate and realize upon any Collateral and (iii) Sell, grant an option or options to purchase and deliver any Collateral (or enter into Contractual Obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent shall have the right, upon any such public sale or sales and, to the extent permitted by the UCC and other applicable Requirements of Law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released.
 
(c)            Management of the Collateral . Each Grantor further agrees, that, during the continuance of any Event of Default, (i) at the Collateral Agent’s request, it shall assemble the Collateral and make it available to the Collateral Agent at places that the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere, (ii) without limiting the foregoing, the Collateral Agent also has the right to require that each Grantor store and keep any Collateral pending further action by the Collateral Agent and, while any such Collateral is so stored or kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain such Collateral in good condition, (iii) until the Collateral Agent is able to Sell any Collateral, the Collateral Agent shall have the right to hold or use such Collateral to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent and (iv) the Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. The Collateral Agent shall not have any obligation to any Grantor to
 

 
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maintain or preserve the rights of any Grantor as against third parties with respect to any Collateral while such Collateral is in the possession of the Collateral Agent.
 
(d)            Application of Proceeds . The Collateral Agent shall apply the cash proceeds of any action taken by it pursuant to this Section 6.1 , after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, as set forth in the Credit Agreement, and only after such application and after the payment by the Collateral Agent of any other amount required by any Requirement of Law, need the Collateral Agent account for the surplus, if any, to any Grantor.
 
(e)            Direct Obligation . Neither the Collateral Agent nor any other Secured Party shall be required to make any demand upon, or pursue or exhaust any right or remedy against, any Grantor, any other Loan Party or any other Person with respect to the payment of the Guaranteed Obligations or to pursue or exhaust any right or remedy with respect to any Collateral therefor or any direct or indirect guaranty thereof. All of the rights and remedies of the Collateral Agent and any other Secured Party under any Loan Document shall be cumulative, may be exercised individually or concurrently and not exclusive of any other rights or remedies provided by any Requirement of Law. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Collateral Agent or any Secured Party, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety, now or hereafter existing, arising out of the exercise by them of any rights hereunder, If any notice of a proposed sale or other disposition of any Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.
 
(f)            Commercially Reasonable . To the extent that applicable Requirements of Law impose duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following:
 
(i)           fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition;
 
(ii)           fail to obtain Permits, or other consents, for access to any Collateral to Sell or for the collection or Sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral;
 
(iii)           fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral;
 

 
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(iv)           advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral;
 
(v)           exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral;
 
(vi)           dispose of assets in wholesale rather than retail markets;
 
(vii)           disclaim disposition warranties, such as title, possession or quiet enjoyment; or
 
(viii)           purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide the Collateral Agent a guaranteed return from the collection or disposition of any Collateral.
 
Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1 . Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1 .
 
(g)            IP Licenses . For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Section 6.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, Sell or grant options to purchase any Collateral) at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor) to use, operate and occupy all real property owned, operated, leased, subleased or otherwise occupied by such Grantor.
 

 
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Section 6.2     Accounts and Payments in Respect of General Intangibles; Contracts . (a)  In addition to, and not in substitution for or limitation of, any similar requirement in the Credit Agreement, if required by the Collateral Agent at any time during the continuance of an Event of Default, any payment of accounts or payment under any Contract or otherwise in respect of general intangibles, when collected by any Grantor, shall be promptly (and, in any event, within 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent, in a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 6.4 . Until so turned over, such payment shall be held by such Grantor in trust for the Collateral Agent, and segregated from other funds of such Grantor. Each such deposit of proceeds of accounts and payments under any Contract or otherwise in respect of general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
 
(b)           At any time during the continuance of an Event of Default:
 
(i)           each Grantor shall, upon the Collateral Agent’s request, deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contracts and transactions that gave rise to any account or any payment in respect of general intangibles, including all original orders, invoices and shipping receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent;
 
(ii)           the Collateral Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its accounts or amounts due under Contracts, other general intangibles or any thereof and, in its own name or in the name of others, communicate with account debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any account or amounts due under any Contract or other general intangible. In addition, the Collateral Agent may at any time enforce such Grantor’s rights, under Contracts, under applicable law, or otherwise, against such account debtors and obligors of general intangibles; and
 
(iii)           each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Agent to ensure any Internet Domain Name is registered.
 
(c)           Anything herein to the contrary notwithstanding, each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each Contract, each account and each payment in respect of general intangibles, all in accordance with the terms of any Contract or other agreement giving rise thereto. No Secured Party shall have any obligation or liability under any Contract or other agreement giving rise to an account or a payment in respect of a general intangible by reason of or arising out of any Loan Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any Contract or other agreement giving rise to an account or a payment in respect of a general intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any
 

 
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party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
 
Section 6.3     Pledged Collateral . (a) Voting Rights . During the continuance of an Event of Default, upon notice by the Collateral Agent to the relevant Grantor or Grantors, the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided , however , that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
 
(b)            Proxies . In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.
 
(c)            Authorization of Issuers .  Each Grantor hereby expressly irrevocably authorizes and instructs, without any further instructions from such Grantor, each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that states that an Event of Default is continuing and is otherwise in accordance with the terms of this Agreement and each Grantor agrees that such issuer shall be fully protected from Liabilities to such Grantor in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or make any other payment with respect to the Pledged Collateral directly to the Collateral Agent.
 

 
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Section 6.4     Contracts .  Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, at its option, exercise one or more of the following remedies with respect to the Contracts that constitute Collateral:
 
(a)           (i) take any action permitted under Section 6.1 , Section 6.2 , or otherwise under this Agreement and (ii) in the place and stead of the applicable Grantor, exercise any other rights of such Grantor under the Contracts in accordance with the terms thereof.  Without limitation of the foregoing, each Grantor agrees that upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, but is not obligated to, give notices, consents and demands and make elections under the Contracts, modify or waive the terms of the Contracts and enforce the Contracts, in each case, to the same extent and on the same terms as such Grantor might have done.  It is understood and agreed that notwithstanding the exercise of such rights and/or the taking of such actions by the Collateral Agent, such Grantor shall remain liable for performance of its obligations under the Contracts;
 
(b)           upon receipt by the Collateral Agent of notice from any counterparty to any Contract (the “ Counterparties ”) of such Counterparty’s intent to terminate such Contract, the Collateral Agent shall be entitled, but shall not be obligated, to (i) cure or cause to be cured the condition giving rise to such Counterparty’s right of termination of such Contract, or (ii) acquire and assume (or assign and cause the assumption by a third party of) the rights and obligations of the applicable Grantor under such Contract; and
 
(c)           upon termination of any Contract by operation of law or otherwise, the Collateral Agent shall be entitled, but shall not be obligated, to enter into a new agreement (“ Successor Agreement ”) with the Counterparty to such terminated Contract, on the same terms and with the same provisions as such terminated Contract.  Each Grantor shall have no rights or obligations whatsoever with respect to any Successor Agreement (it being understood that nothing herein shall release the Grantor of any obligations it may have under such terminated Contract).
 
Each Grantor acknowledges that the rights of the Collateral Agent described in this Section 6.4 are necessary to protect the interests of the Secured Parties and agrees to accept any actions taken by Collateral Agent in accordance with this Section 6.4 .  It is also understood and agreed that notwithstanding the taking of any such actions by the Collateral Agent pursuant to this Section 6.4 , the Collateral Agent shall not incur any liability to such Grantor or any other Person as a result of any such actions, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of the Collateral Agent (each as determined in a final, non-appealable judgment by a court of competent jurisdiction).  Each Grantor (i) authorizes the actions of the Counterparties under this Section 6.4 and (ii) agrees that following the receipt by the Collateral Agent of such notice described under subsection (b) above, or upon termination of any Contract as described in subsection (c), the Counterparties are authorized to, without further inquiry, rely on and act in accordance with any instructions such Counterparty receives which purport to be originated from the Collateral Agent without further consent from such Grantor notwithstanding any conflicting or contrary instructions such Counterparty receives from such Grantor, and such Counterparty shall have no liability to the Collateral Agent, the Grantors or any other Person in relying on and acting in accordance with any such instructions.
 
Section 6.5     Proceeds to be Turned over to and Held by Collateral Agent . Unless otherwise expressly provided in the Credit Agreement or this Security Agreement, all proceeds
 

 
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of any Collateral received by any Grantor hereunder in cash or Cash Equivalents shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by any Grantor, be turned over to the Collateral Agent in the exact form received (with any necessary endorsement). All such proceeds of Collateral and any other proceeds of any Collateral received by the Collateral Agent in cash or Cash Equivalents shall be held by the Collateral Agent in a Cash Collateral Account. All proceeds being held by the Collateral Agent in a Cash Collateral Account (or by such Grantor in trust for the Collateral Agent) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in the Credit Agreement.
 
Section 6.6     Registration Rights . (a)  If, in the opinion of the Collateral Agent, it is necessary or advisable to Sell any portion of the Pledged Collateral by registering such Pledged Collateral under the provisions of the Securities Act of 1933 (the “ Securities Act ”), each relevant Grantor shall cause the issuer thereof (or, to the extent the issuer thereof is not a Subsidiary or otherwise controlled by such Grantor, use commercially reasonable efforts to cause the issuer thereof) to do or cause to be done all acts as may be, in the opinion of the Collateral Agent, necessary or advisable to register such Pledged Collateral or that portion thereof to be Sold under the provisions of the Securities Act, all as directed by the Collateral Agent in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto and in compliance with the securities or laws of any jurisdiction that the Collateral Agent shall designate.
 
(b)           Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state or foreign securities laws or otherwise or may determine that a public sale is impracticable, not desirable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act or under applicable state securities laws even if such issuer would agree to do so.
 
(c)           Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of any portion of the Pledged Collateral pursuant to this Section 6.6 valid and binding and in compliance with all applicable Requirements of Law. Each Grantor further agrees that a breach of any covenant contained in this Section 6.6 will cause irreparable injury to the Collateral Agent and other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.6 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.
 

 
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Section 6.7     Deficiency . Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of any Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorney employed by the Collateral Agent or any other Secured Party to collect such deficiency.
 
ARTICLE VII
THE COLLATERAL AGENT
 
Section 7.1     Collateral Agent’s Appointment as Attorney-in-Fact . (a)  Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any Related Person thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:
 
(i)           in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Contract, account or general intangible or with respect to any other Collateral whenever payable;
 
(ii)           in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
 
(iii)           pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof);
 
(iv)           execute, in connection with any sale provided for in Section 6.1 or Section 6.6 , any document to effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or
 
(v)           (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft
 

 
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against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment, (H) take any of the actions described in Sections 6.2 and 6.4 , and (I) generally, Sell, grant a Lien on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes and do, at the Collateral Agent’s option, at any time or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do.
 
(b)           If any Grantor fails to perform or comply with any Contractual Obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.
 
(c)           The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1 , together with interest thereon at a rate set forth in Section 2.7 ( Interest ) of the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable to the Collateral Agent in accordance with Section 7.11 of the Credit Agreement.
 
(d)           Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1 . All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Secured Obligations are indefeasibly paid in full.
 
Section 7.2     Authorization to File Financing Statements . Each Grantor authorizes the Collateral Agent and its Related Persons, at any time and from time to time, to file or record financing statements, amendments thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets of the debtor”. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction. Such Grantor also hereby ratifies its authorization for the Collateral Agent to have filed any initial financing statement or amendment thereto under the UCC (or other similar laws) in effect in any jurisdiction if filed prior to the date hereof.
 

 
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Section 7.3     Authority of Collateral Agent . Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation or entitlement to make any inquiry respecting such authority.
 
Section 7.4     Duty: Obligations and Liabilities . (a)   Duty of Collateral Agent . The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interest in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of its Related Persons shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. In addition, the Collateral Agent shall not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been selected by the Collateral Agent in good faith.
 
(b)            Obligations and Liabilities with respect to Collateral . No Secured Party and no Related Person thereof shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to any Collateral. The powers conferred on the Collateral Agent hereunder shall not impose any duty upon any other Secured Party to exercise any such powers. The other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their respective officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.
 
ARTICLE VIII
MISCELLANEOUS
 
Section 8.1     Reinstatement . Each Grantor agrees that, if any payment made by any Loan Party or other Person and applied to the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by any Secured Party to such Loan Party, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect as fully as if such payment had never been
 

 
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made. If, prior to any of the foregoing, (a) any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated by virtue of the foregoing or (b) any provision of the Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment.
 
Section 8.2     Release of Collateral . (a)  At the time provided in clause (b)(iii) of Section 10.12 of the Credit Agreement, the Collateral shall be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor is hereby authorized to file at such time UCC amendments and any other necessary documents evidencing the termination of the Liens so released. At the request of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.
 
(b)           If the Collateral Agent shall be directed or permitted pursuant to clause (i) or (ii) of Section 10.12(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and conditions set forth in, such clauses (i) and (ii) . In connection therewith, the Collateral Agent, at the request of any Grantor, shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such release.
 
(c)           At the time provided in Section 10.12(a) of the Credit Agreement and at the request of the Borrower, a Grantor shall be released from its obligations hereunder in the event that all the Securities of such Grantor shall be Sold to any Person that is not an Affiliate of Holdings, the Borrower and the Subsidiaries of the Borrower in a transaction permitted by the Loan Documents.
 
Section 8.3     Independent Obligations . The obligations of each Grantor hereunder are independent of and separate from the Secured Obligations and the Guaranteed Obligations. If any Secured Obligation or Guaranteed Obligation is not paid when due, or upon any Event of Default, the Collateral Agent may, at its sole election, proceed directly and at once, without notice, against any Grantor and any Collateral to collect and recover the full amount of any Secured Obligation or Guaranteed Obligation then due, without first proceeding against any other Grantor, any other Loan Party or any other Collateral and without first joining any other Grantor or any other Loan Party in any proceeding.
 
Section 8.4     No Waiver by Course of Conduct . No Secured Party shall by any act (except by a written instrument pursuant to Section 8.5 ), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or
 

 
-25-
 

further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.
 
Section 8.5     Amendments in Writing . None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 11.1 of the Credit Agreement; provided , however , that annexes to this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may be released) through Pledge Amendments and Joinder Agreements, in substantially the form of Annex 1 and Annex 2 , respectively, in each case duly executed by the Collateral Agent and each Grantor directly affected thereby.
 
Section 8.6     Additional Grantors Additional Pledged Collateral . (a) Joinder Agreements . If, at the option of the Borrower or as required pursuant to Section 7.10 of the Credit Agreement, the Borrower shall cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to the Collateral Agent a Joinder Agreement substantially in the form of Annex 2 and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Closing Date.
 
(b)            Pledge Amendments . To the extent any Pledged Collateral has not been delivered as of the Closing Date, such Grantor shall deliver a pledge amendment duly executed by the Grantor in substantially the form of Annex 1 (each, a “ Pledge Amendment ”). Such Grantor authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement.
 
Section 8.7     Notices . All notices, requests and demands to or upon the Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 11.11 of the Credit Agreement; provided , however , that any such notice, request or demand to or upon any Grantor shall be addressed to the Borrower’s notice address set forth in such Section 11.11 .
 
Section 8.8     Successors and Assigns . This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of each Secured Party and their successors and assigns; provided , however , that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent.
 
Section 8.9     Counterparts . This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or by Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.
 
Section 8.10     Severability . Any provision of this Agreement being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of this Agreement or any part of such provision in any other jurisdiction.
 

 
-26-
 

Section 8.11     Governing Law . This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.
 
Section 8.12     WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO, OR DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREIN OR RELATED THERETO (WHETHER FOUNDED IN CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY AND NO RELATED PERSON OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.12 .
 
Section 8.13     Amendment and Restatement .  Each Grantor and the Collateral Agent have agreed that this Agreement is an amendment and restatement of the Existing Guaranty and Security Agreement in its entirety and is given in renewal and replacement (but not extinguishment) of the Existing Guaranty and Security Agreement.  This Agreement is not a novation of the Existing Guaranty and Security Agreement.
 
Each Grantor hereby acknowledges, confirms and agrees that the Collateral Agent for the ratable benefit of the Secured Parties shall continue to have a security interest in and lien upon the Collateral heretofore granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Existing Guaranty and Security Agreement to secure the Secured Obligations, as well as any Collateral granted under this Agreement or under any of the other Loan Documents or otherwise granted to or held by the Collateral Agent or any Secured Party.
 
The liens and security interests of the Collateral Agent for the benefit of the Secured Parties in the Collateral shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such liens and security interests to the Collateral Agent for the ratable benefit of the Secured Parties, whether under this Agreement or the Existing Guaranty and Security Agreement.

[SIGNATURE PAGES FOLLOW]
 

 
-27-
 

IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty and Security Agreement to be duly executed and delivered as of the date first above written.
 

 
CINEDIGM DIGITAL FUNDING I, LLC, as
Grantor
   
   
   
 
By:
/ s/ Gary S. Loffredo
 
Name:
Gary S. Loffredo
 
Title:
President



 
 Signature Page to Amended and Restated Guaranty and Security Agreement 
 

ACCEPTED AND AGREED
as of the date first above written:

SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH,
as Collateral Agent
 
   
   
   
By:
/s/ Richard O. Knowlton
 
Name:
Richard O. Knowlton
 
Title:
Managing Director
 




 
   Signature Page to Amended and Restated Guaranty and Security Agreement
 

ANNEX 1
TO
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT 1
 
FORM OF PLEDGE AMENDMENT
 
This PLEDGE AMENDMENT, dated as of _____ ___, 20__, is delivered pursuant to Section 8.6 of the Amended and Restated Guaranty and Security Agreement, dated as of February 28, 2013, by CINEDIGM DIGITAL FUNDING I, LLC (the “ Borrower ”)[, the undersigned Grantor] and the other Affiliates of the Borrower from time to time party thereto as Grantors in favor of Société Générale, New York Branch, as collateral agent for the Secured Parties referred to therein (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty and Security Agreement ”), Capitalized terms used herein without definition are used as defined in the Guaranty and Security Agreement.
 
The undersigned hereby agrees that this Pledge Amendment may be attached to the Guaranty and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Pledge Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Guaranteed Obligations of the undersigned.
 
The undersigned hereby represents and warrants that each of the representations and warranties contained in Sections 4.1 , 4.2 , 4.5 and 4.10 of the Guaranty and Security Agreement is true and correct in respect of the Pledged Collateral listed on Annex 1-A as of the date hereof as if made on and as of such date.
 

 
[GRANTOR]
   
   
   
 
By:
 
 
Name:
 
 
Title:
 


 
1 To be used for pledge of Additional Pledged Collateral by existing Grantor.

Annex 1 to Amended and Restated Guaranty and Security Agreement 
 -1-
  
 

ANNEX 1-A
 
PLEDGED STOCK
 
Issuer
Class
Certificate No(s)
Par Value
Number of Shares, Units or Interests
         
 
PLEDGED DEBT INSTRUMENTS
 
Issuer
Description of Debt
Certificate No(s)
Final Maturity
Principal Amount
         
 
ACKNOWLEDGED AND AGREED
 
as of the date first above written:

SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH,
as Collateral Agent
 
   
   
   
By:
 
 
Name:
 
 
Title:
 
 



Annex 1 to Amended and Restated Guaranty and Security Agreement
-2-
 
 
 

ANNEX 2
TO
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT
 
FORM OF JOINDER AGREEMENT
 
This JOINDER AGREEMENT, dated as of _____ ___, 20__, is delivered pursuant to Section 8.6 of the Amended and Restated Guaranty and Security Agreement, dated as of February 28, 2013, by CINEDIGM DIGITAL FUNDING I, LLC (the “ Borrower ”) and the Affiliates of the Borrower from time to time party thereto as Grantors in favor of Société Générale, New York Branch, as collateral agent for the Secured Parties referred to therein (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty and Security Agreement ”). Capitalized terms used herein without definition are used as defined in the Guaranty and Security Agreement.
 
By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 8.6 of the Guaranty and Security Agreement, hereby becomes a party to the Guaranty and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder. The undersigned hereby agrees to be bound as a Grantor for the purposes of the Guaranty and Security Agreement.
 
The information set forth in Annex 1-A is hereby added to the information set forth in Schedules 1 through 6 to the Guaranty and Security Agreement, By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Guaranty and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Joinder Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Secured Obligations of the undersigned.
 
The undersigned hereby represents and warrants that each of the representations and warranties contained in Article IV of the Guaranty and Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date.
 

 
 
Annex 2 to Amended and Restated Guaranty and Security Agreement
-1-
 

IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
 

 
[ADDITIONAL GRANTOR]
   
   
   
 
By:
 
 
Name:
 
 
Title:
 


 
Annex 2 to Amended and Restated Guaranty and Security Agreement
-2-
 

 
ACKNOWLEDGED AND AGREED
 
as of the date first above written:

[EACH GRANTOR PLEDGING
ADDITIONAL COLLATERAL]
 
   
   
   
By:
 
 
Name:
 
 
Title:
 
 


SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH,
as Collateral Agent
 
   
   
   
By:
 
 
Name:
 
 
Title:
 
 


 

 
Annex 2 to Amended and Restated Guaranty and Security Agreement
-3-
 
 

ANNEX 3
TO
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT
 
FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT
 
THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT, dated as of _____ ___, 20__, is made by each of the entities listed on the signature pages hereof (each a “ Grantor ” and, collectively, the “ Grantors ”), in favor of Société Générale, New York Branch, as collateral agent (in such capacity, together with its successors and permitted assigns, the “ Collateral Agent ”) for the Secured Parties (as defined in the Credit Agreement referred to below).
 
W I T N E S S E T H:
 
WHEREAS, pursuant to the Amended and Restated Credit Agreement, dated as of February 28, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Cinedigm Digital Funding I, LLC (the “ Borrower ”), the Lenders, Société Générale, New York Branch, as administrative agent and collateral agent for the Lenders and the Secured Parties, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;
 
WHEREAS, each Grantor (other than the Borrower) has agreed, pursuant to an Amended and Restated Guaranty and Security Agreement of even date herewith in favor of the Collateral Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty and Security Agreement ”), to guarantee the Guaranteed Obligations (as defined in the Credit Agreement) of the Borrower; and
 
WHEREAS, all of the Grantors are party to the Guaranty and Security Agreement pursuant to which the Grantors are required to execute and deliver this [Copyright] [Patent] [Trademark] Security Agreement;
 
NOW, THEREFORE, in consideration of the premises and to induce the Lenders and the Collateral Agent to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Collateral Agent as follows:
 
Section 1.                       Defined Terms . Capitalized terms used herein without definition are used as defined in the Guaranty and Security Agreement.
 
Section 2.                       Grant of Security Interest in [Copyright] [Trademark] [Patent] Collateral . Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of such Grantor (the “ [Copyright] [Trademark] [Patent] Collateral ”):
 

 
Annex 3 to Amended and Restated Guaranty and Security Agreement
-1-
 
 

(a)           [all of its Copyrights and all IP Licenses providing for the grant by or to such Grantor of any right under any Copyright, including, without limitation, those referred to on Schedule 1 hereto;
 
(b)           all renewals, reversions and extensions of the foregoing; and
 
(c)           all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.]
 
or
 
(a)           [all of its Patents and all IP Licenses providing for the grant by or to such Grantor of any right under any Patent, including, without limitation, those referred to on Schedule 1 hereto;
 
(b)           all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing; and
 
(c)           all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.]
 
or
 
(d)           [all of its Trademarks and all IP Licenses providing for the grant by or to such Grantor of any right under any Trademark, including, without limitation, those referred to on Schedule 1 hereto;
 
(e)           all renewals and extensions of the foregoing;
 
(f)           all goodwill of the business connected with the use of, and symbolized by, each such Trademark; and
 
(g)           all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.]
 
Section 3.                       Guaranty and Security Agreement . The security interest granted pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Guaranty and Security Agreement and each Grantor hereby acknowledges and agrees that the rights and remedies of the Collateral Agent with respect to the security interest in the [Copyright] [Patent] [Trademark] Collateral made and granted hereby are more fully set forth in the Guaranty and Security
 

 
 
Annex 3 to Amended and Restated Guaranty and Security Agreement
-2-
 
 

Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.
 
Section 4.                       Grantor Remains Liable . Each Grantor hereby agrees that, anything herein to the contrary notwithstanding, such Grantor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with their [Copyrights] [Patents] [Trademarks] and IP Licenses subject to a security interest hereunder.
 
Section 5.                       Counterparts . This [Copyright] [Patent] [Trademark] Security Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.
 
Section 6.                       Governing Law . This [Copyright] [Patent] [Trademark] Security Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.
 
[SIGNATURE PAGES FOLLOW]
 

 
 
Annex 3 to Amended and Restated Guaranty and Security Agreement
-3-
 
 

IN WITNESS WHEREOF, each Grantor has caused this [Copyright] [Patent] [Trademark] Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.
 

 
Very truly yours,
 
[GRANTOR], as Grantor
 
   
   
   
 
By:
 
 
Name:
 
 
Title:
 

 
ACCEPTED AND AGREED
 
as of the date first above written:


SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH,
as Collateral Agent
 
   
   
   
By:
 
 
Name:
   
Title:
   


  
Annex 3 to Amended and Restated Guaranty and Security Agreement
-4-
 
 

ACKNOWLEDGMENT OF GRANTOR
 
STATE OF                                                              )
                                                                               ) ss.
COUNTY OF                                                         )
 
On this ___ day of _____ ___, 20__ before me personally appeared _____ proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of _____, who being by me duly sworn did depose and say that he is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its [Board of Directors] and that he acknowledged said instrument to be the free act and deed of said corporation.
 
 
   
 
Notary Public
   
   



Annex 3 to Amended and Restated Guaranty and Security Agreement
-5-
 
 
 

SCHEDULE I
TO
[COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT
 
[Copyright] [Patent] [Trademark] Registrations
 
A.           REGISTERED [COPYRIGHTS] [PATENTS] [TRADEMARKS]
 
[Include Registration Number and Date]
 
B.           [COPYRIGHT] [PATENT] [TRADEMARK] APPLICATIONS
 
[Include Application Number and Date]
 
C.           IP LICENSES
 
[Include complete legal description of agreement (name of agreement, parties and date)]
 

 

 
Annex 3 to Amended and Restated Guaranty and Security Agreement
-6-
 
 

SCHEDULE 1 – COMMERCIAL TORT CLAIMS
 
 
 
 
None.
 

 
Schedule 1 to Amended and Restated Guaranty and Security Agreement
 
 

SCHEDULE 2
FILINGS
 

 
UCC Financing Statement covering all of assets of Cinedigm Digital Funding I, LLC (as debtor) and naming Societe Generale (as secured party) to be filed with the Delaware Secretary of State.
 

 
Schedule 2 to Amended and Restated Guaranty and Security Agreement
 
 

SCHEDULE 3
 JURISDICTION OF ORGANIZATION; CHIEF EXECUTIVE OFFICE
 

 
 
 
 
Name:
Cinedigm Digital Funding I, LLC
 
Jurisdiction of Organization:
Delaware
 
Organizational Identification Number:
4809809
 
Chief Executive Office:
Cinedigm Digital Funding I, LLC
902 Broadway, 9 th Floor
New York, New York 10010

 

 
Schedule 3 to Amended and Restated Guaranty and Security Agreement
 
 

SCHEDULE 4 – LOCATION OF INVENTORY AND EQUIPMENT
 
Allen 8-Farmington
1819 20th Street
Farmington
NM
87401
1
Allen 8-Farmington
1819 20th Street
Farmington
NM
87401
2
Allen 8-Farmington
1819 20th Street
Farmington
NM
87401
3
Allen 8-Farmington
1819 20th Street
Farmington
NM
87401
4
Allen 8-Farmington
1819 20th Street
Farmington
NM
87401
5
Allen 8-Farmington
1819 20th Street
Farmington
NM
87401
6
Allen 8-Farmington
1819 20th Street
Farmington
NM
87401
7
Allen 8-Farmington
1819 20th Street
Farmington
NM
87401
8
Allen Animas 10
4601 E. Main St.
Farmington
NM
87402
1
Allen Animas 10
4601 E. Main St.
Farmington
NM
87402
2
Allen Animas 10
4601 E. Main St.
Farmington
NM
87402
3
Allen Animas 10
4601 E. Main St.
Farmington
NM
87402
4
Allen Animas 10
4601 E. Main St.
Farmington
NM
87402
5
Allen Animas 10
4601 E. Main St.
Farmington
NM
87402
6
Allen Animas 10
4601 E. Main St.
Farmington
NM
87402
7
Allen Animas 10
4601 E. Main St.
Farmington
NM
87402
8
Allen Animas 10
4601 E. Main St.
Farmington
NM
87402
9
Allen Animas 10
4601 E. Main St.
Farmington
NM
87402
10
Allen Aviator 10
3651 Mesa Village Drive
Alamogordo
NM
88310
1
Allen Aviator 10
3651 Mesa Village Drive
Alamogordo
NM
88310
2
Allen Aviator 10
3651 Mesa Village Drive
Alamogordo
NM
88310
3
Allen Aviator 10
3651 Mesa Village Drive
Alamogordo
NM
88310
4
Allen Aviator 10
3651 Mesa Village Drive
Alamogordo
NM
88310
5
Allen Aviator 10
3651 Mesa Village Drive
Alamogordo
NM
88310
6
Allen Aviator 10
3651 Mesa Village Drive
Alamogordo
NM
88310
7
Allen Aviator 10
3651 Mesa Village Drive
Alamogordo
NM
88310
8
Allen Aviator 10
3651 Mesa Village Drive
Alamogordo
NM
88310
9
Allen Aviator 10
3651 Mesa Village Drive
Alamogordo
NM
88310
10
Allen Aztec 5
Aztec Plaza Shopping Center 911 West Aztec
Gallup
NM
87301
1
Allen Aztec 5
Aztec Plaza Shopping Center 911 West Aztec
Gallup
NM
87301
2
Allen Aztec 5
Aztec Plaza Shopping Center 911 West Aztec
Gallup
NM
87301
3
Allen Aztec 5
Aztec Plaza Shopping Center 911 West Aztec
Gallup
NM
87301
4
Allen Aztec 5
Aztec Plaza Shopping Center 911 West Aztec
Gallup
NM
87301
5
Allen Eagle 9
1609 Joe Harvey Boulevard
Hobbs
NM
88240
1
Allen Eagle 9
1609 Joe Harvey Boulevard
Hobbs
NM
88240
2
Allen Eagle 9
1609 Joe Harvey Boulevard
Hobbs
NM
88240
3
Allen Eagle 9
1609 Joe Harvey Boulevard
Hobbs
NM
88240
4
Allen Eagle 9
1609 Joe Harvey Boulevard
Hobbs
NM
88240
5
Allen Eagle 9
1609 Joe Harvey Boulevard
Hobbs
NM
88240
6
Allen Eagle 9
1609 Joe Harvey Boulevard
Hobbs
NM
88240
7
Allen Eagle 9
1609 Joe Harvey Boulevard
Hobbs
NM
88240
8
Allen Eagle 9
1609 Joe Harvey Boulevard
Hobbs
NM
88240
9
Allen Galaxy 8
4501 North Main
Roswell
NM
88201
1
Allen Galaxy 8
4501 North Main
Roswell
NM
88201
2
Allen Galaxy 8
4501 North Main
Roswell
NM
88201
3
Allen Galaxy 8
4501 North Main
Roswell
NM
88201
4
Allen Galaxy 8
4501 North Main
Roswell
NM
88201
5
Allen Galaxy 8
4501 North Main
Roswell
NM
88201
6
Allen Galaxy 8
4501 North Main
Roswell
NM
88201
7
Allen Galaxy 8
4501 North Main
Roswell
NM
88201
8
Allen North Plains 7
2809 N. Prince St.
Clovis
NM
88101
1
Allen North Plains 7
2809 N. Prince St.
Clovis
NM
88101
2
Allen North Plains 7
2809 N. Prince St.
Clovis
NM
88101
3
Allen North Plains 7
2809 N. Prince St.
Clovis
NM
88101
4
Allen North Plains 7
2809 N. Prince St.
Clovis
NM
88101
5
Allen North Plains 7
2809 N. Prince St.
Clovis
NM
88101
6
Allen North Plains 7
2809 N. Prince St.
Clovis
NM
88101
7
Allen Red Rock 6
3711 Church Rock
Gallup
NM
87301
1
Allen Red Rock 6
3711 Church Rock
Gallup
NM
87301
2
Allen Red Rock 6
3711 Church Rock
Gallup
NM
87301
3
Allen Red Rock 6
3711 Church Rock
Gallup
NM
87301
4
Allen Red Rock 6
3711 Church Rock
Gallup
NM
87301
5
Allen Red Rock 6
3711 Church Rock
Gallup
NM
87301
6
Allen Telshor 12
2811 North Telshore Blvd.
Las Cruces
NM
88011
1
Allen Telshor 12
2811 North Telshore Blvd.
Las Cruces
NM
88011
2
Allen Telshor 12
2811 North Telshore Blvd.
Las Cruces
NM
88011
3
Allen Telshor 12
2811 North Telshore Blvd.
Las Cruces
NM
88011
4
Allen Telshor 12
2811 North Telshore Blvd.
Las Cruces
NM
88011
5
Allen Telshor 12
2811 North Telshore Blvd.
Las Cruces
NM
88011
6
Allen Telshor 12
2811 North Telshore Blvd.
Las Cruces
NM
88011
7
Allen Telshor 12
2811 North Telshore Blvd.
Las Cruces
NM
88011
8
Allen Telshor 12
2811 North Telshore Blvd.
Las Cruces
NM
88011
9
Allen Telshor 12
2811 North Telshore Blvd.
Las Cruces
NM
88011
10
Allen Telshor 12
2811 North Telshore Blvd.
Las Cruces
NM
88011
11
Allen Telshor 12
2811 North Telshore Blvd.
Las Cruces
NM
88011
12
AMC Baton Rouge 16
16040 Hatteras Ave.
Baton Rouge
LA
70816
1
AMC Baton Rouge 16
16040 Hatteras Ave.
Baton Rouge
LA
70816
2
AMC Baton Rouge 16
16040 Hatteras Ave.
Baton Rouge
LA
70816
3
AMC Baton Rouge 16
16040 Hatteras Ave.
Baton Rouge
LA
70816
4
AMC Baton Rouge 16
16040 Hatteras Ave.
Baton Rouge
LA
70816
5
AMC Baton Rouge 16
16040 Hatteras Ave.
Baton Rouge
LA
70816
6
AMC Baton Rouge 16
16040 Hatteras Ave.
Baton Rouge
LA
70816
7
AMC Baton Rouge 16
16040 Hatteras Ave.
Baton Rouge
LA
70816
8
AMC Baton Rouge 16
16040 Hatteras Ave.
Baton Rouge
LA
70816
9
AMC Baton Rouge 16
16040 Hatteras Ave.
Baton Rouge
LA
70816
10
AMC Baton Rouge 16
16040 Hatteras Ave.
Baton Rouge
LA
70816
11
AMC Baton Rouge 16
16040 Hatteras Ave.
Baton Rouge
LA
70816
12
AMC Baton Rouge 16
16040 Hatteras Ave.
Baton Rouge
LA
70816
13
AMC Baton Rouge 16
16040 Hatteras Ave.
Baton Rouge
LA
70816
14
AMC Baton Rouge 16
16040 Hatteras Ave.
Baton Rouge
LA
70816
15
AMC Baton Rouge 16
16040 Hatteras Ave.
Baton Rouge
LA
70816
16
AMC Brentwood 14
2525 Sand Creek Road
Brentwood
CA
94513
1
AMC Brentwood 14
2525 Sand Creek Road
Brentwood
CA
94513
2
AMC Brentwood 14
2525 Sand Creek Road
Brentwood
CA
94513
3
AMC Brentwood 14
2525 Sand Creek Road
Brentwood
CA
94513
4
AMC Brentwood 14
2525 Sand Creek Road
Brentwood
CA
94513
5
AMC Brentwood 14
2525 Sand Creek Road
Brentwood
CA
94513
6
AMC Brentwood 14
2525 Sand Creek Road
Brentwood
CA
94513
8
AMC Brentwood 14
2525 Sand Creek Road
Brentwood
CA
94513
9
AMC Brentwood 14
2525 Sand Creek Road
Brentwood
CA
94513
10
AMC Brentwood 14
2525 Sand Creek Road
Brentwood
CA
94513
11
AMC Brentwood 14
2525 Sand Creek Road
Brentwood
CA
94513
12
AMC Brentwood 14
2525 Sand Creek Road
Brentwood
CA
94513
13
AMC Brentwood 14
2525 Sand Creek Road
Brentwood
CA
94513
14
AMC Destin Commons 14
4000 Legendary Drive
Destin
FL
32541
1
AMC Destin Commons 14
4000 Legendary Drive
Destin
FL
32541
2
AMC Destin Commons 14
4000 Legendary Drive
Destin
FL
32541
4
AMC Destin Commons 14
4000 Legendary Drive
Destin
FL
32541
5
AMC Destin Commons 14
4000 Legendary Drive
Destin
FL
32541
6
AMC Destin Commons 14
4000 Legendary Drive
Destin
FL
32541
7
AMC Destin Commons 14
4000 Legendary Drive
Destin
FL
32541
8
AMC Destin Commons 14
4000 Legendary Drive
Destin
FL
32541
9
AMC Destin Commons 14
4000 Legendary Drive
Destin
FL
32541
10
AMC Destin Commons 14
4000 Legendary Drive
Destin
FL
32541
11
AMC Destin Commons 14
4000 Legendary Drive
Destin
FL
32541
12
AMC Destin Commons 14
4000 Legendary Drive
Destin
FL
32541
13
AMC Destin Commons 14
4000 Legendary Drive
Destin
FL
32541
14
AMC Festival Plaza 16
7925 Vaughn Rd
Montgomery
AL
36116
1
AMC Festival Plaza 16
7925 Vaughn Rd
Montgomery
AL
36116
2
AMC Festival Plaza 16
7925 Vaughn Rd
Montgomery
AL
36116
3
AMC Festival Plaza 16
7925 Vaughn Rd
Montgomery
AL
36116
4
AMC Festival Plaza 16
7925 Vaughn Rd
Montgomery
AL
36116
5
AMC Festival Plaza 16
7925 Vaughn Rd
Montgomery
AL
36116
6
AMC Festival Plaza 16
7925 Vaughn Rd
Montgomery
AL
36116
7
AMC Festival Plaza 16
7925 Vaughn Rd
Montgomery
AL
36116
8
AMC Festival Plaza 16
7925 Vaughn Rd
Montgomery
AL
36116
9
AMC Festival Plaza 16
7925 Vaughn Rd
Montgomery
AL
36116
10
AMC Festival Plaza 16
7925 Vaughn Rd
Montgomery
AL
36116
11
AMC Festival Plaza 16
7925 Vaughn Rd
Montgomery
AL
36116
12
AMC Festival Plaza 16
7925 Vaughn Rd
Montgomery
AL
36116
13
AMC Festival Plaza 16
7925 Vaughn Rd
Montgomery
AL
36116
14
AMC Festival Plaza 16
7925 Vaughn Rd
Montgomery
AL
36116
15
AMC Festival Plaza 16
7925 Vaughn Rd
Montgomery
AL
36116
16
AMC Mall of Louisiana 15
9168T Picardy Ave. Extension
Baton Rouge
LA
70836
2
AMC Mall of Louisiana 15
9168T Picardy Ave. Extension
Baton Rouge
LA
70836
3
AMC Mall of Louisiana 15
9168T Picardy Ave. Extension
Baton Rouge
LA
70836
4
AMC Mall of Louisiana 15
9168T Picardy Ave. Extension
Baton Rouge
LA
70836
5
AMC Mall of Louisiana 15
9168T Picardy Ave. Extension
Baton Rouge
LA
70836
6
AMC Mall of Louisiana 15
9168T Picardy Ave. Extension
Baton Rouge
LA
70836
7
AMC Mall of Louisiana 15
9168T Picardy Ave. Extension
Baton Rouge
LA
70836
8
AMC Mall of Louisiana 15
9168T Picardy Ave. Extension
Baton Rouge
LA
70836
9
AMC Mall of Louisiana 15
9168T Picardy Ave. Extension
Baton Rouge
LA
70836
10
AMC Mall of Louisiana 15
9168T Picardy Ave. Extension
Baton Rouge
LA
70836
11
AMC Mall of Louisiana 15
9168T Picardy Ave. Extension
Baton Rouge
LA
70836
12
AMC Mall of Louisiana 15
9168T Picardy Ave. Extension
Baton Rouge
LA
70836
13
AMC Mall of Louisiana 15
9168T Picardy Ave. Extension
Baton Rouge
LA
70836
14
AMC Mall of Louisiana 15
9168T Picardy Ave. Extension
Baton Rouge
LA
70836
15
AMC Town Square 18
6587 Las Vegas Blvd South
Las Vegas
NV
89119
1
AMC Town Square 18
6587 Las Vegas Blvd South
Las Vegas
NV
89119
2
AMC Town Square 18
6587 Las Vegas Blvd South
Las Vegas
NV
89119
3
AMC Town Square 18
6587 Las Vegas Blvd South
Las Vegas
NV
89119
4
AMC Town Square 18
6587 Las Vegas Blvd South
Las Vegas
NV
89119
5
AMC Town Square 18
6587 Las Vegas Blvd South
Las Vegas
NV
89119
6
AMC Town Square 18
6587 Las Vegas Blvd South
Las Vegas
NV
89119
7
AMC Town Square 18
6587 Las Vegas Blvd South
Las Vegas
NV
89119
8
AMC Town Square 18
6587 Las Vegas Blvd South
Las Vegas
NV
89119
9
AMC Town Square 18
6587 Las Vegas Blvd South
Las Vegas
NV
89119
10
AMC Town Square 18
6587 Las Vegas Blvd South
Las Vegas
NV
89119
11
AMC Town Square 18
6587 Las Vegas Blvd South
Las Vegas
NV
89119
12
AMC Town Square 18
6587 Las Vegas Blvd South
Las Vegas
NV
89119
13
AMC Town Square 18
6587 Las Vegas Blvd South
Las Vegas
NV
89119
14
AMC Town Square 18
6587 Las Vegas Blvd South
Las Vegas
NV
89119
15
AMC Town Square 18
6587 Las Vegas Blvd South
Las Vegas
NV
89119
16
AMC Town Square 18
6587 Las Vegas Blvd South
Las Vegas
NV
89119
17
AMC Town Square 18
6587 Las Vegas Blvd South
Las Vegas
NV
89119
18
AMC West Chester 18
9415 Civic Center Blvd
West Chester
OH
45069
1
AMC West Chester 18
9415 Civic Center Blvd
West Chester
OH
45069
2
AMC West Chester 18
9415 Civic Center Blvd
West Chester
OH
45069
3
AMC West Chester 18
9415 Civic Center Blvd
West Chester
OH
45069
4
AMC West Chester 18
9415 Civic Center Blvd
West Chester
OH
45069
5
AMC West Chester 18
9415 Civic Center Blvd
West Chester
OH
45069
6
AMC West Chester 18
9415 Civic Center Blvd
West Chester
OH
45069
7
AMC West Chester 18
9415 Civic Center Blvd
West Chester
OH
45069
8
AMC West Chester 18
9415 Civic Center Blvd
West Chester
OH
45069
9
AMC West Chester 18
9415 Civic Center Blvd
West Chester
OH
45069
10
AMC West Chester 18
9415 Civic Center Blvd
West Chester
OH
45069
11
AMC West Chester 18
9415 Civic Center Blvd
West Chester
OH
45069
12
AMC West Chester 18
9415 Civic Center Blvd
West Chester
OH
45069
13
AMC West Chester 18
9415 Civic Center Blvd
West Chester
OH
45069
14
AMC West Chester 18
9415 Civic Center Blvd
West Chester
OH
45069
15
AMC West Chester 18
9415 Civic Center Blvd
West Chester
OH
45069
16
AMC West Chester 18
9415 Civic Center Blvd
West Chester
OH
45069
17
AMC West Chester 18
9415 Civic Center Blvd
West Chester
OH
45069
18
AMC Westroads 14
1000 California Street
Omaha
NE
68114
1
AMC Westroads 14
1000 California Street
Omaha
NE
68114
2
AMC Westroads 14
1000 California Street
Omaha
NE
68114
3
AMC Westroads 14
1000 California Street
Omaha
NE
68114
4
AMC Westroads 14
1000 California Street
Omaha
NE
68114
5
AMC Westroads 14
1000 California Street
Omaha
NE
68114
6
AMC Westroads 14
1000 California Street
Omaha
NE
68114
7
AMC Westroads 14
1000 California Street
Omaha
NE
68114
8
AMC Westroads 14
1000 California Street
Omaha
NE
68114
9
AMC Westroads 14
1000 California Street
Omaha
NE
68114
10
AMC Westroads 14
1000 California Street
Omaha
NE
68114
11
AMC Westroads 14
1000 California Street
Omaha
NE
68114
12
AMC Westroads 14
1000 California Street
Omaha
NE
68114
13
AMC Westroads 14
1000 California Street
Omaha
NE
68114
14
Carmike 10-Asheville
299-1 Swannanoa River Road
Asheville
NC
28805
1
Carmike 10-Asheville
299-1 Swannanoa River Road
Asheville
NC
28805
2
Carmike 10-Asheville
299-1 Swannanoa River Road
Asheville
NC
28805
3
Carmike 10-Asheville
299-1 Swannanoa River Road
Asheville
NC
28805
4
Carmike 10-Asheville
299-1 Swannanoa River Road
Asheville
NC
28805
5
Carmike 10-Asheville
299-1 Swannanoa River Road
Asheville
NC
28805
6
Carmike 10-Asheville
299-1 Swannanoa River Road
Asheville
NC
28805
7
Carmike 10-Asheville
299-1 Swannanoa River Road
Asheville
NC
28805
8
Carmike 10-Asheville
299-1 Swannanoa River Road
Asheville
NC
28805
9
Carmike 10-Asheville
299-1 Swannanoa River Road
Asheville
NC
28805
10
Carmike 10-Colorado Springs
1550 Pulsar Drive P.O. Box 16100
Colorado Springs
CO
80916-4503
1
Carmike 10-Colorado Springs
1550 Pulsar Drive P.O. Box 16100
Colorado Springs
CO
80916-4503
2
Carmike 10-Colorado Springs
1550 Pulsar Drive P.O. Box 16100
Colorado Springs
CO
80916-4503
3
Carmike 10-Colorado Springs
1550 Pulsar Drive P.O. Box 16100
Colorado Springs
CO
80916-4503
4
Carmike 10-Colorado Springs
1550 Pulsar Drive P.O. Box 16100
Colorado Springs
CO
80916-4503
5
Carmike 10-Colorado Springs
1550 Pulsar Drive P.O. Box 16100
Colorado Springs
CO
80916-4503
6
Carmike 10-Colorado Springs
1550 Pulsar Drive P.O. Box 16100
Colorado Springs
CO
80916-4503
7
Carmike 10-Colorado Springs
1550 Pulsar Drive P.O. Box 16100
Colorado Springs
CO
80916-4503
8
Carmike 10-Colorado Springs
1550 Pulsar Drive P.O. Box 16100
Colorado Springs
CO
80916-4503
9
Carmike 10-Colorado Springs
1550 Pulsar Drive P.O. Box 16100
Colorado Springs
CO
80916-4503
10
Carmike 10-Cullman
1950 Marketplatz Center SW
Cullman
AL
35055
1
Carmike 10-Cullman
1950 Marketplatz Center SW
Cullman
AL
35055
2
Carmike 10-Cullman
1950 Marketplatz Center SW
Cullman
AL
35055
3
Carmike 10-Cullman
1950 Marketplatz Center SW
Cullman
AL
35055
4
Carmike 10-Cullman
1950 Marketplatz Center SW
Cullman
AL
35055
5
Carmike 10-Cullman
1950 Marketplatz Center SW
Cullman
AL
35055
6
Carmike 10-Cullman
1950 Marketplatz Center SW
Cullman
AL
35055
7
Carmike 10-Cullman
1950 Marketplatz Center SW
Cullman
AL
35055
8
Carmike 10-Cullman
1950 Marketplatz Center SW
Cullman
AL
35055
9
Carmike 10-Cullman
1950 Marketplatz Center SW
Cullman
AL
35055
10
Carmike 10-Fort Collins
3636 Manhattan
Fort Collins
CO
80526-3273
1
Carmike 10-Fort Collins
3636 Manhattan
Fort Collins
CO
80526-3273
2
Carmike 10-Fort Collins
3636 Manhattan
Fort Collins
CO
80526-3273
3
Carmike 10-Fort Collins
3636 Manhattan
Fort Collins
CO
80526-3273
4
Carmike 10-Fort Collins
3636 Manhattan
Fort Collins
CO
80526-3273
5
Carmike 10-Fort Collins
3636 Manhattan
Fort Collins
CO
80526-3273
6
Carmike 10-Fort Collins
3636 Manhattan
Fort Collins
CO
80526-3273
7
Carmike 10-Fort Collins
3636 Manhattan
Fort Collins
CO
80526-3273
8
Carmike 10-Fort Collins
3636 Manhattan
Fort Collins
CO
80526-3273
9
Carmike 10-Fort Collins
3636 Manhattan
Fort Collins
CO
80526-3273
10
Carmike 10-Grand Forks
2306 32nd Avenue S
Grand Forks
ND
58201
1
Carmike 10-Grand Forks
2306 32nd Avenue S
Grand Forks
ND
58201
2
Carmike 10-Grand Forks
2306 32nd Avenue S
Grand Forks
ND
58201
3
Carmike 10-Grand Forks
2306 32nd Avenue S
Grand Forks
ND
58201
4
Carmike 10-Grand Forks
2306 32nd Avenue S
Grand Forks
ND
58201
5
Carmike 10-Grand Forks
2306 32nd Avenue S
Grand Forks
ND
58201
6
Carmike 10-Grand Forks
2306 32nd Avenue S
Grand Forks
ND
58201
7
Carmike 10-Grand Forks
2306 32nd Avenue S
Grand Forks
ND
58201
8
Carmike 10-Grand Forks
2306 32nd Avenue S
Grand Forks
ND
58201
9
Carmike 10-Grand Forks
2306 32nd Avenue S
Grand Forks
ND
58201
10
Carmike 10-Great Falls
1601 Marketplace Dr. Suite 75
Great Falls
MT
59404-3481
1
Carmike 10-Great Falls
1601 Marketplace Dr. Suite 75
Great Falls
MT
59404-3481
2
Carmike 10-Great Falls
1601 Marketplace Dr. Suite 75
Great Falls
MT
59404-3481
3
Carmike 10-Great Falls
1601 Marketplace Dr. Suite 75
Great Falls
MT
59404-3481
4
Carmike 10-Great Falls
1601 Marketplace Dr. Suite 75
Great Falls
MT
59404-3481
5
Carmike 10-Great Falls
1601 Marketplace Dr. Suite 75
Great Falls
MT
59404-3481
6
Carmike 10-Great Falls
1601 Marketplace Dr. Suite 75
Great Falls
MT
59404-3481
7
Carmike 10-Great Falls
1601 Marketplace Dr. Suite 75
Great Falls
MT
59404-3481
8
Carmike 10-Great Falls
1601 Marketplace Dr. Suite 75
Great Falls
MT
59404-3481
9
Carmike 10-Great Falls
1601 Marketplace Dr. Suite 75
Great Falls
MT
59404-3481
10
Carmike 10-Knoxville
5020 Millertown Pike
Knoxville
TN
37917-2142
1
Carmike 10-Knoxville
5020 Millertown Pike
Knoxville
TN
37917-2142
2
Carmike 10-Knoxville
5020 Millertown Pike
Knoxville
TN
37917-2142
3
Carmike 10-Knoxville
5020 Millertown Pike
Knoxville
TN
37917-2142
4
Carmike 10-Knoxville
5020 Millertown Pike
Knoxville
TN
37917-2142
5
Carmike 10-Knoxville
5020 Millertown Pike
Knoxville
TN
37917-2142
6
Carmike 10-Knoxville
5020 Millertown Pike
Knoxville
TN
37917-2142
7
Carmike 10-Knoxville
5020 Millertown Pike
Knoxville
TN
37917-2142
8
Carmike 10-Knoxville
5020 Millertown Pike
Knoxville
TN
37917-2142
9
Carmike 10-Knoxville
5020 Millertown Pike
Knoxville
TN
37917-2142
10
Carmike 10-LaGrange
201 Main Street
Lagrange
GA
30240
1
Carmike 10-LaGrange
201 Main Street
Lagrange
GA
30240
2
Carmike 10-LaGrange
201 Main Street
Lagrange
GA
30240
3
Carmike 10-LaGrange
201 Main Street
Lagrange
GA
30240
4
Carmike 10-LaGrange
201 Main Street
Lagrange
GA
30240
5
Carmike 10-LaGrange
201 Main Street
Lagrange
GA
30240
6
Carmike 10-LaGrange
201 Main Street
Lagrange
GA
30240
7
Carmike 10-LaGrange
201 Main Street
Lagrange
GA
30240
8
Carmike 10-LaGrange
201 Main Street
Lagrange
GA
30240
9
Carmike 10-LaGrange
201 Main Street
Lagrange
GA
30240
10
Carmike 10-Longview
201 Tall Pines Rd.
Longview
TX
75605-4633
1
Carmike 10-Longview
201 Tall Pines Rd.
Longview
TX
75605-4633
2
Carmike 10-Longview
201 Tall Pines Rd.
Longview
TX
75605-4633
3
Carmike 10-Longview
201 Tall Pines Rd.
Longview
TX
75605-4633
4
Carmike 10-Longview
201 Tall Pines Rd.
Longview
TX
75605-4633
5
Carmike 10-Longview
201 Tall Pines Rd.
Longview
TX
75605-4633
6
Carmike 10-Longview
201 Tall Pines Rd.
Longview
TX
75605-4633
7
Carmike 10-Longview
201 Tall Pines Rd.
Longview
TX
75605-4633
8
Carmike 10-Longview
201 Tall Pines Rd.
Longview
TX
75605-4633
9
Carmike 10-Longview
201 Tall Pines Rd.
Longview
TX
75605-4633
10
Carmike 10-Midlothian
1100 Alverser Dr.
Midlothian
VA
23113-2654
1
Carmike 10-Midlothian
1100 Alverser Dr.
Midlothian
VA
23113-2654
2
Carmike 10-Midlothian
1100 Alverser Dr.
Midlothian
VA
23113-2654
3
Carmike 10-Midlothian
1100 Alverser Dr.
Midlothian
VA
23113-2654
4
Carmike 10-Midlothian
1100 Alverser Dr.
Midlothian
VA
23113-2654
5
Carmike 10-Midlothian
1100 Alverser Dr.
Midlothian
VA
23113-2654
6
Carmike 10-Midlothian
1100 Alverser Dr.
Midlothian
VA
23113-2654
7
Carmike 10-Midlothian
1100 Alverser Dr.
Midlothian
VA
23113-2654
8
Carmike 10-Midlothian
1100 Alverser Dr.
Midlothian
VA
23113-2654
9
Carmike 10-Midlothian
1100 Alverser Dr.
Midlothian
VA
23113-2654
10
Carmike 10-Newnan
87 Newnan Station
Newnan
GA
30265-1195
1
Carmike 10-Newnan
87 Newnan Station
Newnan
GA
30265-1195
2
Carmike 10-Newnan
87 Newnan Station
Newnan
GA
30265-1195
3
Carmike 10-Newnan
87 Newnan Station
Newnan
GA
30265-1195
4
Carmike 10-Newnan
87 Newnan Station
Newnan
GA
30265-1195
5
Carmike 10-Newnan
87 Newnan Station
Newnan
GA
30265-1195
6
Carmike 10-Newnan
87 Newnan Station
Newnan
GA
30265-1195
7
Carmike 10-Newnan
87 Newnan Station
Newnan
GA
30265-1195
8
Carmike 10-Newnan
87 Newnan Station
Newnan
GA
30265-1195
9
Carmike 10-Newnan
87 Newnan Station
Newnan
GA
30265-1195
10
Carmike 10-Panama City
4049 W. 23 rd.
Panama City
FL
32405
1
Carmike 10-Panama City
4049 W. 23 rd.
Panama City
FL
32405
2
Carmike 10-Panama City
4049 W. 23 rd.
Panama City
FL
32405
3
Carmike 10-Panama City
4049 W. 23 rd.
Panama City
FL
32405
4
Carmike 10-Panama City
4049 W. 23 rd.
Panama City
FL
32405
5
Carmike 10-Panama City
4049 W. 23 rd.
Panama City
FL
32405
6
Carmike 10-Panama City
4049 W. 23 rd.
Panama City
FL
32405
7
Carmike 10-Panama City
4049 W. 23 rd.
Panama City
FL
32405
8
Carmike 10-Panama City
4049 W. 23 rd.
Panama City
FL
32405
9
Carmike 10-Panama City
4049 W. 23 rd.
Panama City
FL
32405
10
Carmike 10-Pensacola
161 E. Nine Mile Rd.
Pensacola
FL
32534-3140
1
Carmike 10-Pensacola
161 E. Nine Mile Rd.
Pensacola
FL
32534-3140
2
Carmike 10-Pensacola
161 E. Nine Mile Rd.
Pensacola
FL
32534-3140
3
Carmike 10-Pensacola
161 E. Nine Mile Rd.
Pensacola
FL
32534-3140
4
Carmike 10-Pensacola
161 E. Nine Mile Rd.
Pensacola
FL
32534-3140
5
Carmike 10-Pensacola
161 E. Nine Mile Rd.
Pensacola
FL
32534-3140
6
Carmike 10-Pensacola
161 E. Nine Mile Rd.
Pensacola
FL
32534-3140
7
Carmike 10-Pensacola
161 E. Nine Mile Rd.
Pensacola
FL
32534-3140
8
Carmike 10-Pensacola
161 E. Nine Mile Rd.
Pensacola
FL
32534-3140
9
Carmike 10-Pensacola
161 E. Nine Mile Rd.
Pensacola
FL
32534-3140
10
Carmike 10-Pittsburgh
700 Ft. Couch Rd. S. Hills Village
Pittsburgh
PA
15241
1
Carmike 10-Pittsburgh
700 Ft. Couch Rd. S. Hills Village
Pittsburgh
PA
15241
2
Carmike 10-Pittsburgh
700 Ft. Couch Rd. S. Hills Village
Pittsburgh
PA
15241
3
Carmike 10-Pittsburgh
700 Ft. Couch Rd. S. Hills Village
Pittsburgh
PA
15241
4
Carmike 10-Pittsburgh
700 Ft. Couch Rd. S. Hills Village
Pittsburgh
PA
15241
5
Carmike 10-Pittsburgh
700 Ft. Couch Rd. S. Hills Village
Pittsburgh
PA
15241
6
Carmike 10-Pittsburgh
700 Ft. Couch Rd. S. Hills Village
Pittsburgh
PA
15241
7
Carmike 10-Pittsburgh
700 Ft. Couch Rd. S. Hills Village
Pittsburgh
PA
15241
8
Carmike 10-Pittsburgh
700 Ft. Couch Rd. S. Hills Village
Pittsburgh
PA
15241
9
Carmike 10-Pittsburgh
700 Ft. Couch Rd. S. Hills Village
Pittsburgh
PA
15241
10
Carmike 10-Rapid City
230 Knollwood Drive
Rapid City
SD
57701-0621
1
Carmike 10-Rapid City
230 Knollwood Drive
Rapid City
SD
57701-0621
2
Carmike 10-Rapid City
230 Knollwood Drive
Rapid City
SD
57701-0621
3
Carmike 10-Rapid City
230 Knollwood Drive
Rapid City
SD
57701-0621
4
Carmike 10-Rapid City
230 Knollwood Drive
Rapid City
SD
57701-0621
5
Carmike 10-Rapid City
230 Knollwood Drive
Rapid City
SD
57701-0621
6
Carmike 10-Rapid City
230 Knollwood Drive
Rapid City
SD
57701-0621
7
Carmike 10-Rapid City
230 Knollwood Drive
Rapid City
SD
57701-0621
8
Carmike 10-Rapid City
230 Knollwood Drive
Rapid City
SD
57701-0621
9
Carmike 10-Rapid City
230 Knollwood Drive
Rapid City
SD
57701-0621
10
Carmike 10-Roanoke
4494 Electric Road SW
Roanoke
VA
24014-2922
1
Carmike 10-Roanoke
4494 Electric Road SW
Roanoke
VA
24014-2922
2
Carmike 10-Roanoke
4494 Electric Road SW
Roanoke
VA
24014-2922
3
Carmike 10-Roanoke
4494 Electric Road SW
Roanoke
VA
24014-2922
4
Carmike 10-Roanoke
4494 Electric Road SW
Roanoke
VA
24014-2922
5
Carmike 10-Roanoke
4494 Electric Road SW
Roanoke
VA
24014-2922
6
Carmike 10-Roanoke
4494 Electric Road SW
Roanoke
VA
24014-2922
7
Carmike 10-Roanoke
4494 Electric Road SW
Roanoke
VA
24014-2922
8
Carmike 10-Roanoke
4494 Electric Road SW
Roanoke
VA
24014-2922
9
Carmike 10-Roanoke
4494 Electric Road SW
Roanoke
VA
24014-2922
10
Carmike 10-Savannah
511 Stephenson
Savannah
GA
31405-5969
1
Carmike 10-Savannah
511 Stephenson
Savannah
GA
31405-5969
2
Carmike 10-Savannah
511 Stephenson
Savannah
GA
31405-5969
3
Carmike 10-Savannah
511 Stephenson
Savannah
GA
31405-5969
4
Carmike 10-Savannah
511 Stephenson
Savannah
GA
31405-5969
5
Carmike 10-Savannah
511 Stephenson
Savannah
GA
31405-5969
6
Carmike 10-Savannah
511 Stephenson
Savannah
GA
31405-5969
7
Carmike 10-Savannah
511 Stephenson
Savannah
GA
31405-5969
8
Carmike 10-Savannah
511 Stephenson
Savannah
GA
31405-5969
9
Carmike 10-Savannah
511 Stephenson
Savannah
GA
31405-5969
10
Carmike 10-Shelby
2001-4 E. Dixson Blvd.
Shelby
NC
28152-8935
1
Carmike 10-Shelby
2001-4 E. Dixson Blvd.
Shelby
NC
28152-8935
2
Carmike 10-Shelby
2001-4 E. Dixson Blvd.
Shelby
NC
28152-8935
3
Carmike 10-Shelby
2001-4 E. Dixson Blvd.
Shelby
NC
28152-8935
4
Carmike 10-Shelby
2001-4 E. Dixson Blvd.
Shelby
NC
28152-8935
5
Carmike 10-Shelby
2001-4 E. Dixson Blvd.
Shelby
NC
28152-8935
6
Carmike 10-Shelby
2001-4 E. Dixson Blvd.
Shelby
NC
28152-8935
7
Carmike 10-Shelby
2001-4 E. Dixson Blvd.
Shelby
NC
28152-8935
8
Carmike 10-Shelby
2001-4 E. Dixson Blvd.
Shelby
NC
28152-8935
9
Carmike 10-Shelby
2001-4 E. Dixson Blvd.
Shelby
NC
28152-8935
10
Carmike 10-Stillwater
1909 N. Perkins Rd.
Stillwater
OK
74075-2976
1
Carmike 10-Stillwater
1909 N. Perkins Rd.
Stillwater
OK
74075-2976
2
Carmike 10-Stillwater
1909 N. Perkins Rd.
Stillwater
OK
74075-2976
3
Carmike 10-Stillwater
1909 N. Perkins Rd.
Stillwater
OK
74075-2976
4
Carmike 10-Stillwater
1909 N. Perkins Rd.
Stillwater
OK
74075-2976
5
Carmike 10-Stillwater
1909 N. Perkins Rd.
Stillwater
OK
74075-2976
6
Carmike 10-Stillwater
1909 N. Perkins Rd.
Stillwater
OK
74075-2976
7
Carmike 10-Stillwater
1909 N. Perkins Rd.
Stillwater
OK
74075-2976
8
Carmike 10-Stillwater
1909 N. Perkins Rd.
Stillwater
OK
74075-2976
9
Carmike 10-Stillwater
1909 N. Perkins Rd.
Stillwater
OK
74075-2976
10
Carmike 10-Warrensburg
386 Hawthorne Blvd.
Warrensburg
MO
64093
1
Carmike 10-Warrensburg
386 Hawthorne Blvd.
Warrensburg
MO
64093
2
Carmike 10-Warrensburg
386 Hawthorne Blvd.
Warrensburg
MO
64093
3
Carmike 10-Warrensburg
386 Hawthorne Blvd.
Warrensburg
MO
64093
4
Carmike 10-Warrensburg
386 Hawthorne Blvd.
Warrensburg
MO
64093
5
Carmike 10-Warrensburg
386 Hawthorne Blvd.
Warrensburg
MO
64093
6
Carmike 10-Warrensburg
386 Hawthorne Blvd.
Warrensburg
MO
64093
7
Carmike 10-Warrensburg
386 Hawthorne Blvd.
Warrensburg
MO
64093
8
Carmike 10-Warrensburg
386 Hawthorne Blvd.
Warrensburg
MO
64093
9
Carmike 10-Warrensburg
386 Hawthorne Blvd.
Warrensburg
MO
64093
10
Carmike 10-Wilson
1501 Ward Blvd
Wilson
NC
27893
1
Carmike 10-Wilson
1501 Ward Blvd
Wilson
NC
27893
2
Carmike 10-Wilson
1501 Ward Blvd
Wilson
NC
27893
3
Carmike 10-Wilson
1501 Ward Blvd
Wilson
NC
27893
4
Carmike 10-Wilson
1501 Ward Blvd
Wilson
NC
27893
5
Carmike 10-Wilson
1501 Ward Blvd
Wilson
NC
27893
6
Carmike 10-Wilson
1501 Ward Blvd
Wilson
NC
27893
7
Carmike 10-Wilson
1501 Ward Blvd
Wilson
NC
27893
8
Carmike 10-Wilson
1501 Ward Blvd
Wilson
NC
27893
9
Carmike 10-Wilson
1501 Ward Blvd
Wilson
NC
27893
10
Carmike 10-Winston-Salem
3640 Reynolda Rd.
Winston-Salem
NC
27106
1
Carmike 10-Winston-Salem
3640 Reynolda Rd.
Winston-Salem
NC
27106
2
Carmike 10-Winston-Salem
3640 Reynolda Rd.
Winston-Salem
NC
27106
3
Carmike 10-Winston-Salem
3640 Reynolda Rd.
Winston-Salem
NC
27106
4
Carmike 10-Winston-Salem
3640 Reynolda Rd.
Winston-Salem
NC
27106
5
Carmike 10-Winston-Salem
3640 Reynolda Rd.
Winston-Salem
NC
27106
6
Carmike 10-Winston-Salem
3640 Reynolda Rd.
Winston-Salem
NC
27106
7
Carmike 10-Winston-Salem
3640 Reynolda Rd.
Winston-Salem
NC
27106
8
Carmike 10-Winston-Salem
3640 Reynolda Rd.
Winston-Salem
NC
27106
9
Carmike 10-Winston-Salem
3640 Reynolda Rd.
Winston-Salem
NC
27106
10
Carmike 12-Athens
1570 Lexington Rd. P.O. Box 80436
Athens
GA
30605-2325
1
Carmike 12-Athens
1570 Lexington Rd. P.O. Box 80436
Athens
GA
30605-2325
2
Carmike 12-Athens
1570 Lexington Rd. P.O. Box 80436
Athens
GA
30605-2325
3
Carmike 12-Athens
1570 Lexington Rd. P.O. Box 80436
Athens
GA
30605-2325
4
Carmike 12-Athens
1570 Lexington Rd. P.O. Box 80436
Athens
GA
30605-2325
5
Carmike 12-Athens
1570 Lexington Rd. P.O. Box 80436
Athens
GA
30605-2325
6
Carmike 12-Athens
1570 Lexington Rd. P.O. Box 80436
Athens
GA
30605-2325
7
Carmike 12-Athens
1570 Lexington Rd. P.O. Box 80436
Athens
GA
30605-2325
8
Carmike 12-Athens
1570 Lexington Rd. P.O. Box 80436
Athens
GA
30605-2325
9
Carmike 12-Athens
1570 Lexington Rd. P.O. Box 80436
Athens
GA
30605-2325
10
Carmike 12-Athens
1570 Lexington Rd. P.O. Box 80436
Athens
GA
30605-2325
11
Carmike 12-Athens
1570 Lexington Rd. P.O. Box 80436
Athens
GA
30605-2325
12
Carmike 12-Cartersville
1129 North Tennessee Street
Cartersville
GA
30120
1
Carmike 12-Cartersville
1129 North Tennessee Street
Cartersville
GA
30120
2
Carmike 12-Cartersville
1129 North Tennessee Street
Cartersville
GA
30120
3
Carmike 12-Cartersville
1129 North Tennessee Street
Cartersville
GA
30120
4
Carmike 12-Cartersville
1129 North Tennessee Street
Cartersville
GA
30120
5
Carmike 12-Cartersville
1129 North Tennessee Street
Cartersville
GA
30120
6
Carmike 12-Cartersville
1129 North Tennessee Street
Cartersville
GA
30120
7
Carmike 12-Cartersville
1129 North Tennessee Street
Cartersville
GA
30120
8
Carmike 12-Cartersville
1129 North Tennessee Street
Cartersville
GA
30120
9
Carmike 12-Cartersville
1129 North Tennessee Street
Cartersville
GA
30120
10
Carmike 12-Cartersville
1129 North Tennessee Street
Cartersville
GA
30120
11
Carmike 12-Cartersville
1129 North Tennessee Street
Cartersville
GA
30120
12
Carmike 12-Corvalis
750 N.E. Circle Blvd
Corvallis
OR
97330
1
Carmike 12-Corvalis
750 N.E. Circle Blvd
Corvallis
OR
97330
2
Carmike 12-Corvalis
750 N.E. Circle Blvd
Corvallis
OR
97330
3
Carmike 12-Corvalis
750 N.E. Circle Blvd
Corvallis
OR
97330
4
Carmike 12-Corvalis
750 N.E. Circle Blvd
Corvallis
OR
97330
5
Carmike 12-Corvalis
750 N.E. Circle Blvd
Corvallis
OR
97330
6
Carmike 12-Corvalis
750 N.E. Circle Blvd
Corvallis
OR
97330
7
Carmike 12-Corvalis
750 N.E. Circle Blvd
Corvallis
OR
97330
8
Carmike 12-Corvalis
750 N.E. Circle Blvd
Corvallis
OR
97330
9
Carmike 12-Corvalis
750 N.E. Circle Blvd
Corvallis
OR
97330
10
Carmike 12-Corvalis
750 N.E. Circle Blvd
Corvallis
OR
97330
11
Carmike 12-Corvalis
750 N.E. Circle Blvd
Corvallis
OR
97330
12
Carmike 12-Cumming (Movies 400)
415 Atlanta Highway
Cumming
GA
30040
1
Carmike 12-Cumming (Movies 400)
415 Atlanta Highway
Cumming
GA
30040
2
Carmike 12-Cumming (Movies 400)
415 Atlanta Highway
Cumming
GA
30040
3
Carmike 12-Cumming (Movies 400)
415 Atlanta Highway
Cumming
GA
30040
4
Carmike 12-Cumming (Movies 400)
415 Atlanta Highway
Cumming
GA
30040
5
Carmike 12-Cumming (Movies 400)
415 Atlanta Highway
Cumming
GA
30040
6
Carmike 12-Cumming (Movies 400)
415 Atlanta Highway
Cumming
GA
30040
7
Carmike 12-Cumming (Movies 400)
415 Atlanta Highway
Cumming
GA
30040
8
Carmike 12-Cumming (Movies 400)
415 Atlanta Highway
Cumming
GA
30040
9
Carmike 12-Cumming (Movies 400)
415 Atlanta Highway
Cumming
GA
30040
10
Carmike 12-Cumming (Movies 400)
415 Atlanta Highway
Cumming
GA
30040
11
Carmike 12-Cumming (Movies 400)
415 Atlanta Highway
Cumming
GA
30040
12
Carmike 12-Dalton
2170 East Walnut Avenue
Dalton
GA
30721
1
Carmike 12-Dalton
2170 East Walnut Avenue
Dalton
GA
30721
2
Carmike 12-Dalton
2170 East Walnut Avenue
Dalton
GA
30721
3
Carmike 12-Dalton
2170 East Walnut Avenue
Dalton
GA
30721
4
Carmike 12-Dalton
2170 East Walnut Avenue
Dalton
GA
30721
5
Carmike 12-Dalton
2170 East Walnut Avenue
Dalton
GA
30721
6
Carmike 12-Dalton
2170 East Walnut Avenue
Dalton
GA
30721
7
Carmike 12-Dalton
2170 East Walnut Avenue
Dalton
GA
30721
8
Carmike 12-Dalton
2170 East Walnut Avenue
Dalton
GA
30721
9
Carmike 12-Dalton
2170 East Walnut Avenue
Dalton
GA
30721
10
Carmike 12-Dalton
2170 East Walnut Avenue
Dalton
GA
30721
11
Carmike 12-Dalton
2170 East Walnut Avenue
Dalton
GA
30721
12
Carmike 12-Dothan
4883 Montgomery Highway
Dothan
AL
36303
1
Carmike 12-Dothan
4883 Montgomery Highway
Dothan
AL
36303
2
Carmike 12-Dothan
4883 Montgomery Highway
Dothan
AL
36303
3
Carmike 12-Dothan
4883 Montgomery Highway
Dothan
AL
36303
4
Carmike 12-Dothan
4883 Montgomery Highway
Dothan
AL
36303
5
Carmike 12-Dothan
4883 Montgomery Highway
Dothan
AL
36303
6
Carmike 12-Dothan
4883 Montgomery Highway
Dothan
AL
36303
7
Carmike 12-Dothan
4883 Montgomery Highway
Dothan
AL
36303
8
Carmike 12-Dothan
4883 Montgomery Highway
Dothan
AL
36303
9
Carmike 12-Dothan
4883 Montgomery Highway
Dothan
AL
36303
10
Carmike 12-Dothan
4883 Montgomery Highway
Dothan
AL
36303
11
Carmike 12-Dothan
4883 Montgomery Highway
Dothan
AL
36303
12
Carmike 12-Fayetteville
Freeway @ Morgaton Rd.
Fayetteville
NC
28314
1
Carmike 12-Fayetteville
Freeway @ Morgaton Rd.
Fayetteville
NC
28314
2
Carmike 12-Fayetteville
Freeway @ Morgaton Rd.
Fayetteville
NC
28314
3
Carmike 12-Fayetteville
Freeway @ Morgaton Rd.
Fayetteville
NC
28314
4
Carmike 12-Fayetteville
Freeway @ Morgaton Rd.
Fayetteville
NC
28314
5
Carmike 12-Fayetteville
Freeway @ Morgaton Rd.
Fayetteville
NC
28314
6
Carmike 12-Fayetteville
Freeway @ Morgaton Rd.
Fayetteville
NC
28314
7
Carmike 12-Fayetteville
Freeway @ Morgaton Rd.
Fayetteville
NC
28314
8
Carmike 12-Fayetteville
Freeway @ Morgaton Rd.
Fayetteville
NC
28314
9
Carmike 12-Fayetteville
Freeway @ Morgaton Rd.
Fayetteville
NC
28314
10
Carmike 12-Fayetteville
Freeway @ Morgaton Rd.
Fayetteville
NC
28314
11
Carmike 12-Fayetteville
Freeway @ Morgaton Rd.
Fayetteville
NC
28314
12
Carmike 12-Findlay
906 Interstate Drive
Findlay
OH
45840
1
Carmike 12-Findlay
906 Interstate Drive
Findlay
OH
45840
2
Carmike 12-Findlay
906 Interstate Drive
Findlay
OH
45840
3
Carmike 12-Findlay
906 Interstate Drive
Findlay
OH
45840
4
Carmike 12-Findlay
906 Interstate Drive
Findlay
OH
45840
5
Carmike 12-Findlay
906 Interstate Drive
Findlay
OH
45840
6
Carmike 12-Findlay
906 Interstate Drive
Findlay
OH
45840
7
Carmike 12-Findlay
906 Interstate Drive
Findlay
OH
45840
8
Carmike 12-Findlay
906 Interstate Drive
Findlay
OH
45840
9
Carmike 12-Findlay
906 Interstate Drive
Findlay
OH
45840
10
Carmike 12-Findlay
906 Interstate Drive
Findlay
OH
45840
11
Carmike 12-Findlay
906 Interstate Drive
Findlay
OH
45840
12
Carmike 12-Greenville
1685 East Fire Tower Rd.
Greenville
NC
27858-4138
1
Carmike 12-Greenville
1685 East Fire Tower Rd.
Greenville
NC
27858-4138
2
Carmike 12-Greenville
1685 East Fire Tower Rd.
Greenville
NC
27858-4138
3
Carmike 12-Greenville
1685 East Fire Tower Rd.
Greenville
NC
27858-4138
4
Carmike 12-Greenville
1685 East Fire Tower Rd.
Greenville
NC
27858-4138
5
Carmike 12-Greenville
1685 East Fire Tower Rd.
Greenville
NC
27858-4138
6
Carmike 12-Greenville
1685 East Fire Tower Rd.
Greenville
NC
27858-4138
7
Carmike 12-Greenville
1685 East Fire Tower Rd.
Greenville
NC
27858-4138
8
Carmike 12-Greenville
1685 East Fire Tower Rd.
Greenville
NC
27858-4138
9
Carmike 12-Greenville
1685 East Fire Tower Rd.
Greenville
NC
27858-4138
10
Carmike 12-Greenville
1685 East Fire Tower Rd.
Greenville
NC
27858-4138
11
Carmike 12-Greenville
1685 East Fire Tower Rd.
Greenville
NC
27858-4138
12
Carmike 12-Kennewick
1331 N. Center Parkway
Kennewick
WA
99336
1
Carmike 12-Kennewick
1331 N. Center Parkway
Kennewick
WA
99336
2
Carmike 12-Kennewick
1331 N. Center Parkway
Kennewick
WA
99336
3
Carmike 12-Kennewick
1331 N. Center Parkway
Kennewick
WA
99336
4
Carmike 12-Kennewick
1331 N. Center Parkway
Kennewick
WA
99336
5
Carmike 12-Kennewick
1331 N. Center Parkway
Kennewick
WA
99336
6
Carmike 12-Kennewick
1331 N. Center Parkway
Kennewick
WA
99336
7
Carmike 12-Kennewick
1331 N. Center Parkway
Kennewick
WA
99336
8
Carmike 12-Kennewick
1331 N. Center Parkway
Kennewick
WA
99336
9
Carmike 12-Kennewick
1331 N. Center Parkway
Kennewick
WA
99336
10
Carmike 12-Kennewick
1331 N. Center Parkway
Kennewick
WA
99336
11
Carmike 12-Kennewick
1331 N. Center Parkway
Kennewick
WA
99336
12
Carmike 12-Missoula
3640 Mullan Road
Missoula
MT
59808-5124
1
Carmike 12-Missoula
3640 Mullan Road
Missoula
MT
59808-5124
2
Carmike 12-Missoula
3640 Mullan Road
Missoula
MT
59808-5124
3
Carmike 12-Missoula
3640 Mullan Road
Missoula
MT
59808-5124
4
Carmike 12-Missoula
3640 Mullan Road
Missoula
MT
59808-5124
5
Carmike 12-Missoula
3640 Mullan Road
Missoula
MT
59808-5124
6
Carmike 12-Missoula
3640 Mullan Road
Missoula
MT
59808-5124
7
Carmike 12-Missoula
3640 Mullan Road
Missoula
MT
59808-5124
8
Carmike 12-Missoula
3640 Mullan Road
Missoula
MT
59808-5124
9
Carmike 12-Missoula
3640 Mullan Road
Missoula
MT
59808-5124
10
Carmike 12-Missoula
3640 Mullan Road
Missoula
MT
59808-5124
11
Carmike 12-Missoula
3640 Mullan Road
Missoula
MT
59808-5124
12
Carmike 12-Snellville
1905 Scenic Hwy
Snellville
GA
30078
1
Carmike 12-Snellville
1905 Scenic Hwy
Snellville
GA
30078
2
Carmike 12-Snellville
1905 Scenic Hwy
Snellville
GA
30078
3
Carmike 12-Snellville
1905 Scenic Hwy
Snellville
GA
30078
4
Carmike 12-Snellville
1905 Scenic Hwy
Snellville
GA
30078
5
Carmike 12-Snellville
1905 Scenic Hwy
Snellville
GA
30078
6
Carmike 12-Snellville
1905 Scenic Hwy
Snellville
GA
30078
7
Carmike 12-Snellville
1905 Scenic Hwy
Snellville
GA
30078
8
Carmike 12-Snellville
1905 Scenic Hwy
Snellville
GA
30078
9
Carmike 12-Snellville
1905 Scenic Hwy
Snellville
GA
30078
10
Carmike 12-Snellville
1905 Scenic Hwy
Snellville
GA
30078
11
Carmike 12-Snellville
1905 Scenic Hwy
Snellville
GA
30078
12
Carmike 12-Statesboro
610 Brannen St.
Statesboro
GA
30458-5103
1
Carmike 12-Statesboro
610 Brannen St.
Statesboro
GA
30458-5103
2
Carmike 12-Statesboro
610 Brannen St.
Statesboro
GA
30458-5103
3
Carmike 12-Statesboro
610 Brannen St.
Statesboro
GA
30458-5103
4
Carmike 12-Statesboro
610 Brannen St.
Statesboro
GA
30458-5103
5
Carmike 12-Statesboro
610 Brannen St.
Statesboro
GA
30458-5103
6
Carmike 12-Statesboro
610 Brannen St.
Statesboro
GA
30458-5103
7
Carmike 12-Statesboro
610 Brannen St.
Statesboro
GA
30458-5103
8
Carmike 12-Statesboro
610 Brannen St.
Statesboro
GA
30458-5103
9
Carmike 12-Statesboro
610 Brannen St.
Statesboro
GA
30458-5103
10
Carmike 12-Statesboro
610 Brannen St.
Statesboro
GA
30458-5103
11
Carmike 12-Statesboro
610 Brannen St.
Statesboro
GA
30458-5103
12
Carmike 12-West Jordan
1600 West Fox Park Dr.
West Jordan
UT
84088-7922
1
Carmike 12-West Jordan
1600 West Fox Park Dr.
West Jordan
UT
84088-7922
2
Carmike 12-West Jordan
1600 West Fox Park Dr.
West Jordan
UT
84088-7922
3
Carmike 12-West Jordan
1600 West Fox Park Dr.
West Jordan
UT
84088-7922
4
Carmike 12-West Jordan
1600 West Fox Park Dr.
West Jordan
UT
84088-7922
5
Carmike 12-West Jordan
1600 West Fox Park Dr.
West Jordan
UT
84088-7922
6
Carmike 12-West Jordan
1600 West Fox Park Dr.
West Jordan
UT
84088-7922
7
Carmike 12-West Jordan
1600 West Fox Park Dr.
West Jordan
UT
84088-7922
8
Carmike 12-West Jordan
1600 West Fox Park Dr.
West Jordan
UT
84088-7922
9
Carmike 12-West Jordan
1600 West Fox Park Dr.
West Jordan
UT
84088-7922
10
Carmike 12-West Jordan
1600 West Fox Park Dr.
West Jordan
UT
84088-7922
11
Carmike 12-West Jordan
1600 West Fox Park Dr.
West Jordan
UT
84088-7922
12
Carmike 14-Atlanta
3760 Princeton Lake Parkway
Atlanta
GA
30331
1
Carmike 14-Atlanta
3760 Princeton Lake Parkway
Atlanta
GA
30331
2
Carmike 14-Atlanta
3760 Princeton Lake Parkway
Atlanta
GA
30331
3
Carmike 14-Atlanta
3760 Princeton Lake Parkway
Atlanta
GA
30331
4
Carmike 14-Atlanta
3760 Princeton Lake Parkway
Atlanta
GA
30331
5
Carmike 14-Atlanta
3760 Princeton Lake Parkway
Atlanta
GA
30331
6
Carmike 14-Atlanta
3760 Princeton Lake Parkway
Atlanta
GA
30331
7
Carmike 14-Atlanta
3760 Princeton Lake Parkway
Atlanta
GA
30331
8
Carmike 14-Atlanta
3760 Princeton Lake Parkway
Atlanta
GA
30331
9
Carmike 14-Atlanta
3760 Princeton Lake Parkway
Atlanta
GA
30331
10
Carmike 14-Atlanta
3760 Princeton Lake Parkway
Atlanta
GA
30331
11
Carmike 14-Atlanta
3760 Princeton Lake Parkway
Atlanta
GA
30331
12
Carmike 14-Atlanta
3760 Princeton Lake Parkway
Atlanta
GA
30331
13
Carmike 14-Atlanta
3760 Princeton Lake Parkway
Atlanta
GA
30331
14
Carmike 14-Columbia
122 Afton Court
Columbia
SC
29212-2241
1
Carmike 14-Columbia
122 Afton Court
Columbia
SC
29212-2241
2
Carmike 14-Columbia
122 Afton Court
Columbia
SC
29212-2241
3
Carmike 14-Columbia
122 Afton Court
Columbia
SC
29212-2241
4
Carmike 14-Columbia
122 Afton Court
Columbia
SC
29212-2241
5
Carmike 14-Columbia
122 Afton Court
Columbia
SC
29212-2241
6
Carmike 14-Columbia
122 Afton Court
Columbia
SC
29212-2241
7
Carmike 14-Columbia
122 Afton Court
Columbia
SC
29212-2241
8
Carmike 14-Columbia
122 Afton Court
Columbia
SC
29212-2241
9
Carmike 14-Columbia
122 Afton Court
Columbia
SC
29212-2241
10
Carmike 14-Columbia
122 Afton Court
Columbia
SC
29212-2241
11
Carmike 14-Columbia
122 Afton Court
Columbia
SC
29212-2241
12
Carmike 14-Columbia
122 Afton Court
Columbia
SC
29212-2241
13
Carmike 14-Columbia
122 Afton Court
Columbia
SC
29212-2241
14
Carmike 14-Dover
1365 N. Dupont Highway Ste. 320 Dover Mall
Dover
DE
19904
1
Carmike 14-Dover
1365 N. Dupont Highway Ste. 320 Dover Mall
Dover
DE
19904
2
Carmike 14-Dover
1365 N. Dupont Highway Ste. 320 Dover Mall
Dover
DE
19904
3
Carmike 14-Dover
1365 N. Dupont Highway Ste. 320 Dover Mall
Dover
DE
19904
4
Carmike 14-Dover
1365 N. Dupont Highway Ste. 320 Dover Mall
Dover
DE
19904
5
Carmike 14-Dover
1365 N. Dupont Highway Ste. 320 Dover Mall
Dover
DE
19904
6
Carmike 14-Dover
1365 N. Dupont Highway Ste. 320 Dover Mall
Dover
DE
19904
7
Carmike 14-Dover
1365 N. Dupont Highway Ste. 320 Dover Mall
Dover
DE
19904
8
Carmike 14-Dover
1365 N. Dupont Highway Ste. 320 Dover Mall
Dover
DE
19904
9
Carmike 14-Dover
1365 N. Dupont Highway Ste. 320 Dover Mall
Dover
DE
19904
10
Carmike 14-Dover
1365 N. Dupont Highway Ste. 320 Dover Mall
Dover
DE
19904
11
Carmike 14-Dover
1365 N. Dupont Highway Ste. 320 Dover Mall
Dover
DE
19904
12
Carmike 14-Dover
1365 N. Dupont Highway Ste. 320 Dover Mall
Dover
DE
19904
13
Carmike 14-Dover
1365 N. Dupont Highway Ste. 320 Dover Mall
Dover
DE
19904
14
Carmike 14-Fort Smith
5716 Townson Ave.
Fort Smith
AR
72901-8812
1
Carmike 14-Fort Smith
5716 Townson Ave.
Fort Smith
AR
72901-8812
2
Carmike 14-Fort Smith
5716 Townson Ave.
Fort Smith
AR
72901-8812
3
Carmike 14-Fort Smith
5716 Townson Ave.
Fort Smith
AR
72901-8812
4
Carmike 14-Fort Smith
5716 Townson Ave.
Fort Smith
AR
72901-8812
5
Carmike 14-Fort Smith
5716 Townson Ave.
Fort Smith
AR
72901-8812
6
Carmike 14-Fort Smith
5716 Townson Ave.
Fort Smith
AR
72901-8812
7
Carmike 14-Fort Smith
5716 Townson Ave.
Fort Smith
AR
72901-8812
8
Carmike 14-Fort Smith
5716 Townson Ave.
Fort Smith
AR
72901-8812
9
Carmike 14-Fort Smith
5716 Townson Ave.
Fort Smith
AR
72901-8812
10
Carmike 14-Fort Smith
5716 Townson Ave.
Fort Smith
AR
72901-8812
11
Carmike 14-Fort Smith
5716 Townson Ave.
Fort Smith
AR
72901-8812
12
Carmike 14-Fort Smith
5716 Townson Ave.
Fort Smith
AR
72901-8812
13
Carmike 14-Fort Smith
5716 Townson Ave.
Fort Smith
AR
72901-8812
14
Carmike 14-Hickory
2000 S.E. Catawba Valley Blvd.
Hickory
NC
28602-4149
1
Carmike 14-Hickory
2000 S.E. Catawba Valley Blvd.
Hickory
NC
28602-4149
2
Carmike 14-Hickory
2000 S.E. Catawba Valley Blvd.
Hickory
NC
28602-4149
3
Carmike 14-Hickory
2000 S.E. Catawba Valley Blvd.
Hickory
NC
28602-4149
4
Carmike 14-Hickory
2000 S.E. Catawba Valley Blvd.
Hickory
NC
28602-4149
5
Carmike 14-Hickory
2000 S.E. Catawba Valley Blvd.
Hickory
NC
28602-4149
6
Carmike 14-Hickory
2000 S.E. Catawba Valley Blvd.
Hickory
NC
28602-4149
7
Carmike 14-Hickory
2000 S.E. Catawba Valley Blvd.
Hickory
NC
28602-4149
8
Carmike 14-Hickory
2000 S.E. Catawba Valley Blvd.
Hickory
NC
28602-4149
9
Carmike 14-Hickory
2000 S.E. Catawba Valley Blvd.
Hickory
NC
28602-4149
10
Carmike 14-Hickory
2000 S.E. Catawba Valley Blvd.
Hickory
NC
28602-4149
11
Carmike 14-Hickory
2000 S.E. Catawba Valley Blvd.
Hickory
NC
28602-4149
12
Carmike 14-Hickory
2000 S.E. Catawba Valley Blvd.
Hickory
NC
28602-4149
13
Carmike 14-Hickory
2000 S.E. Catawba Valley Blvd.
Hickory
NC
28602-4149
14
Carmike 14-Hiram (Movies 278)
185 Metro Mont Rd.
Hiram
GA
30141
1
Carmike 14-Hiram (Movies 278)
185 Metro Mont Rd.
Hiram
GA
30141
2
Carmike 14-Hiram (Movies 278)
185 Metro Mont Rd.
Hiram
GA
30141
3
Carmike 14-Hiram (Movies 278)
185 Metro Mont Rd.
Hiram
GA
30141
4
Carmike 14-Hiram (Movies 278)
185 Metro Mont Rd.
Hiram
GA
30141
5
Carmike 14-Hiram (Movies 278)
185 Metro Mont Rd.
Hiram
GA
30141
6
Carmike 14-Hiram (Movies 278)
185 Metro Mont Rd.
Hiram
GA
30141
7
Carmike 14-Hiram (Movies 278)
185 Metro Mont Rd.
Hiram
GA
30141
8
Carmike 14-Hiram (Movies 278)
185 Metro Mont Rd.
Hiram
GA
30141
9
Carmike 14-Hiram (Movies 278)
185 Metro Mont Rd.
Hiram
GA
30141
10
Carmike 14-Hiram (Movies 278)
185 Metro Mont Rd.
Hiram
GA
30141
11
Carmike 14-Hiram (Movies 278)
185 Metro Mont Rd.
Hiram
GA
30141
12
Carmike 14-Hiram (Movies 278)
185 Metro Mont Rd.
Hiram
GA
30141
13
Carmike 14-Hiram (Movies 278)
185 Metro Mont Rd.
Hiram
GA
30141
14
Carmike 14-Johnson City
1805 North Roan Street
Johnson City
TN
37601
1
Carmike 14-Johnson City
1805 North Roan Street
Johnson City
TN
37601
2
Carmike 14-Johnson City
1805 North Roan Street
Johnson City
TN
37601
3
Carmike 14-Johnson City
1805 North Roan Street
Johnson City
TN
37601
4
Carmike 14-Johnson City
1805 North Roan Street
Johnson City
TN
37601
5
Carmike 14-Johnson City
1805 North Roan Street
Johnson City
TN
37601
6
Carmike 14-Johnson City
1805 North Roan Street
Johnson City
TN
37601
7
Carmike 14-Johnson City
1805 North Roan Street
Johnson City
TN
37601
8
Carmike 14-Johnson City
1805 North Roan Street
Johnson City
TN
37601
9
Carmike 14-Johnson City
1805 North Roan Street
Johnson City
TN
37601
10
Carmike 14-Johnson City
1805 North Roan Street
Johnson City
TN
37601
11
Carmike 14-Johnson City
1805 North Roan Street
Johnson City
TN
37601
12
Carmike 14-Johnson City
1805 North Roan Street
Johnson City
TN
37601
13
Carmike 14-Johnson City
1805 North Roan Street
Johnson City
TN
37601
14
Carmike 14-Tyler
7415 S. Broadway
Tyler
TX
75703
1
Carmike 14-Tyler
7415 S. Broadway
Tyler
TX
75703
2
Carmike 14-Tyler
7415 S. Broadway
Tyler
TX
75703
3
Carmike 14-Tyler
7415 S. Broadway
Tyler
TX
75703
4
Carmike 14-Tyler
7415 S. Broadway
Tyler
TX
75703
5
Carmike 14-Tyler
7415 S. Broadway
Tyler
TX
75703
6
Carmike 14-Tyler
7415 S. Broadway
Tyler
TX
75703
7
Carmike 14-Tyler
7415 S. Broadway
Tyler
TX
75703
8
Carmike 14-Tyler
7415 S. Broadway
Tyler
TX
75703
9
Carmike 14-Tyler
7415 S. Broadway
Tyler
TX
75703
10
Carmike 14-Tyler
7415 S. Broadway
Tyler
TX
75703
11
Carmike 14-Tyler
7415 S. Broadway
Tyler
TX
75703
12
Carmike 14-Tyler
7415 S. Broadway
Tyler
TX
75703
13
Carmike 14-Tyler
7415 S. Broadway
Tyler
TX
75703
14
Carmike 15-Columbus
5555 Whitlesey Parkway
Columbus
GA
31909
1
Carmike 15-Columbus
5555 Whitlesey Parkway
Columbus
GA
31909
2
Carmike 15-Columbus
5555 Whitlesey Parkway
Columbus
GA
31909
3
Carmike 15-Columbus
5555 Whitlesey Parkway
Columbus
GA
31909
4
Carmike 15-Columbus
5555 Whitlesey Parkway
Columbus
GA
31909
5
Carmike 15-Columbus
5555 Whitlesey Parkway
Columbus
GA
31909
6
Carmike 15-Columbus
5555 Whitlesey Parkway
Columbus
GA
31909
7
Carmike 15-Columbus
5555 Whitlesey Parkway
Columbus
GA
31909
8
Carmike 15-Columbus
5555 Whitlesey Parkway
Columbus
GA
31909
9
Carmike 15-Columbus
5555 Whitlesey Parkway
Columbus
GA
31909
10
Carmike 15-Columbus
5555 Whitlesey Parkway
Columbus
GA
31909
11
Carmike 15-Columbus
5555 Whitlesey Parkway
Columbus
GA
31909
12
Carmike 15-Columbus
5555 Whitlesey Parkway
Columbus
GA
31909
13
Carmike 15-Columbus
5555 Whitlesey Parkway
Columbus
GA
31909
14
Carmike 15-Columbus
5555 Whitlesey Parkway
Columbus
GA
31909
15
Carmike 15-Greensburg
5280 Rt. 30 Westmoreland Crossing
Greensburg
PA
15601
1
Carmike 15-Greensburg
5280 Rt. 30 Westmoreland Crossing
Greensburg
PA
15601
2
Carmike 15-Greensburg
5280 Rt. 30 Westmoreland Crossing
Greensburg
PA
15601
3
Carmike 15-Greensburg
5280 Rt. 30 Westmoreland Crossing
Greensburg
PA
15601
4
Carmike 15-Greensburg
5280 Rt. 30 Westmoreland Crossing
Greensburg
PA
15601
5
Carmike 15-Greensburg
5280 Rt. 30 Westmoreland Crossing
Greensburg
PA
15601
6
Carmike 15-Greensburg
5280 Rt. 30 Westmoreland Crossing
Greensburg
PA
15601
7
Carmike 15-Greensburg
5280 Rt. 30 Westmoreland Crossing
Greensburg
PA
15601
8
Carmike 15-Greensburg
5280 Rt. 30 Westmoreland Crossing
Greensburg
PA
15601
9
Carmike 15-Greensburg
5280 Rt. 30 Westmoreland Crossing
Greensburg
PA
15601
10
Carmike 15-Greensburg
5280 Rt. 30 Westmoreland Crossing
Greensburg
PA
15601
11
Carmike 15-Greensburg
5280 Rt. 30 Westmoreland Crossing
Greensburg
PA
15601
12
Carmike 15-Greensburg
5280 Rt. 30 Westmoreland Crossing
Greensburg
PA
15601
13
Carmike 15-Greensburg
5280 Rt. 30 Westmoreland Crossing
Greensburg
PA
15601
14
Carmike 15-Greensburg
5280 Rt. 30 Westmoreland Crossing
Greensburg
PA
15601
15
Carmike 15-Raleigh
5501 Atlantic Springs Road
Raleigh
NC
27616-1877
1
Carmike 15-Raleigh
5501 Atlantic Springs Road
Raleigh
NC
27616-1877
2
Carmike 15-Raleigh
5501 Atlantic Springs Road
Raleigh
NC
27616-1877
3
Carmike 15-Raleigh
5501 Atlantic Springs Road
Raleigh
NC
27616-1877
4
Carmike 15-Raleigh
5501 Atlantic Springs Road
Raleigh
NC
27616-1877
5
Carmike 15-Raleigh
5501 Atlantic Springs Road
Raleigh
NC
27616-1877
6
Carmike 15-Raleigh
5501 Atlantic Springs Road
Raleigh
NC
27616-1877
7
Carmike 15-Raleigh
5501 Atlantic Springs Road
Raleigh
NC
27616-1877
8
Carmike 15-Raleigh
5501 Atlantic Springs Road
Raleigh
NC
27616-1877
9
Carmike 15-Raleigh
5501 Atlantic Springs Road
Raleigh
NC
27616-1877
10
Carmike 15-Raleigh
5501 Atlantic Springs Road
Raleigh
NC
27616-1877
11
Carmike 15-Raleigh
5501 Atlantic Springs Road
Raleigh
NC
27616-1877
12
Carmike 15-Raleigh
5501 Atlantic Springs Road
Raleigh
NC
27616-1877
13
Carmike 15-Raleigh
5501 Atlantic Springs Road
Raleigh
NC
27616-1877
14
Carmike 15-Raleigh
5501 Atlantic Springs Road
Raleigh
NC
27616-1877
15
Carmike 16-Allentown
1700 Catasauqua Road P.O. Box 90175
Allentown
PA
18109-3102
1
Carmike 16-Allentown
1700 Catasauqua Road P.O. Box 90175
Allentown
PA
18109-3102
2
Carmike 16-Allentown
1700 Catasauqua Road P.O. Box 90175
Allentown
PA
18109-3102
3
Carmike 16-Allentown
1700 Catasauqua Road P.O. Box 90175
Allentown
PA
18109-3102
4
Carmike 16-Allentown
1700 Catasauqua Road P.O. Box 90175
Allentown
PA
18109-3102
5
Carmike 16-Allentown
1700 Catasauqua Road P.O. Box 90175
Allentown
PA
18109-3102
6
Carmike 16-Allentown
1700 Catasauqua Road P.O. Box 90175
Allentown
PA
18109-3102
7
Carmike 16-Allentown
1700 Catasauqua Road P.O. Box 90175
Allentown
PA
18109-3102
8
Carmike 16-Allentown
1700 Catasauqua Road P.O. Box 90175
Allentown
PA
18109-3102
9
Carmike 16-Allentown
1700 Catasauqua Road P.O. Box 90175
Allentown
PA
18109-3102
10
Carmike 16-Allentown
1700 Catasauqua Road P.O. Box 90175
Allentown
PA
18109-3102
11
Carmike 16-Allentown
1700 Catasauqua Road P.O. Box 90175
Allentown
PA
18109-3102
12
Carmike 16-Allentown
1700 Catasauqua Road P.O. Box 90175
Allentown
PA
18109-3102
13
Carmike 16-Allentown
1700 Catasauqua Road P.O. Box 90175
Allentown
PA
18109-3102
14
Carmike 16-Allentown
1700 Catasauqua Road P.O. Box 90175
Allentown
PA
18109-3102
15
Carmike 16-Allentown
1700 Catasauqua Road P.O. Box 90175
Allentown
PA
18109-3102
16
Carmike 16-El Paso
9840 Gateway Blvd.
El Paso
TX
79924
1
Carmike 16-El Paso
9840 Gateway Blvd.
El Paso
TX
79924
2
Carmike 16-El Paso
9840 Gateway Blvd.
El Paso
TX
79924
3
Carmike 16-El Paso
9840 Gateway Blvd.
El Paso
TX
79924
4
Carmike 16-El Paso
9840 Gateway Blvd.
El Paso
TX
79924
5
Carmike 16-El Paso
9840 Gateway Blvd.
El Paso
TX
79924
6
Carmike 16-El Paso
9840 Gateway Blvd.
El Paso
TX
79924
7
Carmike 16-El Paso
9840 Gateway Blvd.
El Paso
TX
79924
8
Carmike 16-El Paso
9840 Gateway Blvd.
El Paso
TX
79924
9
Carmike 16-El Paso
9840 Gateway Blvd.
El Paso
TX
79924
10
Carmike 16-El Paso
9840 Gateway Blvd.
El Paso
TX
79924
11
Carmike 16-El Paso
9840 Gateway Blvd.
El Paso
TX
79924
12
Carmike 16-El Paso
9840 Gateway Blvd.
El Paso
TX
79924
13
Carmike 16-El Paso
9840 Gateway Blvd.
El Paso
TX
79924
14
Carmike 16-El Paso
9840 Gateway Blvd.
El Paso
TX
79924
15
Carmike 16-El Paso
9840 Gateway Blvd.
El Paso
TX
79924
16
Carmike 16-Jacksonville
350 Western Blvd.
Jacksonville
NC
28546
1
Carmike 16-Jacksonville
350 Western Blvd.
Jacksonville
NC
28546
2
Carmike 16-Jacksonville
350 Western Blvd.
Jacksonville
NC
28546
3
Carmike 16-Jacksonville
350 Western Blvd.
Jacksonville
NC
28546
4
Carmike 16-Jacksonville
350 Western Blvd.
Jacksonville
NC
28546
5
Carmike 16-Jacksonville
350 Western Blvd.
Jacksonville
NC
28546
6
Carmike 16-Jacksonville
350 Western Blvd.
Jacksonville
NC
28546
7
Carmike 16-Jacksonville
350 Western Blvd.
Jacksonville
NC
28546
8
Carmike 16-Jacksonville
350 Western Blvd.
Jacksonville
NC
28546
9
Carmike 16-Jacksonville
350 Western Blvd.
Jacksonville
NC
28546
10
Carmike 16-Jacksonville
350 Western Blvd.
Jacksonville
NC
28546
11
Carmike 16-Jacksonville
350 Western Blvd.
Jacksonville
NC
28546
12
Carmike 16-Jacksonville
350 Western Blvd.
Jacksonville
NC
28546
13
Carmike 16-Jacksonville
350 Western Blvd.
Jacksonville
NC
28546
14
Carmike 16-Jacksonville
350 Western Blvd.
Jacksonville
NC
28546
15
Carmike 16-Jacksonville
350 Western Blvd.
Jacksonville
NC
28546
16
Carmike 16-Wilmington
111 Cinema Drive P.O. Box 3925
Wilmington
NC
28403
1
Carmike 16-Wilmington
111 Cinema Drive P.O. Box 3925
Wilmington
NC
28403
2
Carmike 16-Wilmington
111 Cinema Drive P.O. Box 3925
Wilmington
NC
28403
3
Carmike 16-Wilmington
111 Cinema Drive P.O. Box 3925
Wilmington
NC
28403
4
Carmike 16-Wilmington
111 Cinema Drive P.O. Box 3925
Wilmington
NC
28403
5
Carmike 16-Wilmington
111 Cinema Drive P.O. Box 3925
Wilmington
NC
28403
6
Carmike 16-Wilmington
111 Cinema Drive P.O. Box 3925
Wilmington
NC
28403
7
Carmike 16-Wilmington
111 Cinema Drive P.O. Box 3925
Wilmington
NC
28403
8
Carmike 16-Wilmington
111 Cinema Drive P.O. Box 3925
Wilmington
NC
28403
9
Carmike 16-Wilmington
111 Cinema Drive P.O. Box 3925
Wilmington
NC
28403
10
Carmike 16-Wilmington
111 Cinema Drive P.O. Box 3925
Wilmington
NC
28403
11
Carmike 16-Wilmington
111 Cinema Drive P.O. Box 3925
Wilmington
NC
28403
12
Carmike 16-Wilmington
111 Cinema Drive P.O. Box 3925
Wilmington
NC
28403
13
Carmike 16-Wilmington
111 Cinema Drive P.O. Box 3925
Wilmington
NC
28403
14
Carmike 16-Wilmington
111 Cinema Drive P.O. Box 3925
Wilmington
NC
28403
15
Carmike 16-Wilmington
111 Cinema Drive P.O. Box 3925
Wilmington
NC
28403
16
Carmike 18-Greensboro
4822 Koger Blvd.
Greensboro
NC
27407-2668
1
Carmike 18-Greensboro
4822 Koger Blvd.
Greensboro
NC
27407-2668
2
Carmike 18-Greensboro
4822 Koger Blvd.
Greensboro
NC
27407-2668
3
Carmike 18-Greensboro
4822 Koger Blvd.
Greensboro
NC
27407-2668
4
Carmike 18-Greensboro
4822 Koger Blvd.
Greensboro
NC
27407-2668
5
Carmike 18-Greensboro
4822 Koger Blvd.
Greensboro
NC
27407-2668
6
Carmike 18-Greensboro
4822 Koger Blvd.
Greensboro
NC
27407-2668
7
Carmike 18-Greensboro
4822 Koger Blvd.
Greensboro
NC
27407-2668
8
Carmike 18-Greensboro
4822 Koger Blvd.
Greensboro
NC
27407-2668
9
Carmike 18-Greensboro
4822 Koger Blvd.
Greensboro
NC
27407-2668
10
Carmike 18-Greensboro
4822 Koger Blvd.
Greensboro
NC
27407-2668
11
Carmike 18-Greensboro
4822 Koger Blvd.
Greensboro
NC
27407-2668
12
Carmike 18-Greensboro
4822 Koger Blvd.
Greensboro
NC
27407-2668
13
Carmike 18-Greensboro
4822 Koger Blvd.
Greensboro
NC
27407-2668
14
Carmike 18-Greensboro
4822 Koger Blvd.
Greensboro
NC
27407-2668
15
Carmike 18-Greensboro
4822 Koger Blvd.
Greensboro
NC
27407-2668
16
Carmike 18-Greensboro
4822 Koger Blvd.
Greensboro
NC
27407-2668
17
Carmike 18-Greensboro
4822 Koger Blvd.
Greensboro
NC
27407-2668
18
Carmike 1-Springfield
718 S. Main Street
Springfield
TN
37172-2810
1
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
1
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
2
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
3
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
4
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
5
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
6
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
7
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
8
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
9
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
10
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
11
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
12
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
13
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
14
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
15
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
16
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
17
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
18
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
19
Carmike 20-Edinburg
3003 S. Expressway #281
Edinburg
TX
78539
20
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
1
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
2
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
3
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
4
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
5
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
6
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
7
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
8
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
9
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
10
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
11
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
12
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
13
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
14
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
15
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
16
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
17
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
18
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
19
Carmike 20-Fort Wayne
3930 East Dupont Road
Fort Wayne
IN
46825-2448
20
Carmike 2-Americus
1610-D Vienna Rd. P.O. Box 269
Americus
GA
31709
1
Carmike 2-Americus
1610-D Vienna Rd. P.O. Box 269
Americus
GA
31709
2
Carmike 2-Lafollette
2140 Jacksboro Pike
La Follette
TN
37766-3002
1
Carmike 2-Lafollette
2140 Jacksboro Pike
La Follette
TN
37766-3002
2
Carmike 3-New Ulm
1 N. German Street
New Ulm
MN
56073-1615
1
Carmike 3-New Ulm
1 N. German Street
New Ulm
MN
56073-1615
2
Carmike 3-New Ulm
1 N. German Street
New Ulm
MN
56073-1615
3
Carmike 4-Big Rapids
213 S. Michigan Ave.
Big Rapids
MI
49307
1
Carmike 4-Big Rapids
213 S. Michigan Ave.
Big Rapids
MI
49307
2
Carmike 4-Big Rapids
213 S. Michigan Ave.
Big Rapids
MI
49307
3
Carmike 4-Big Rapids
213 S. Michigan Ave.
Big Rapids
MI
49307
4
Carmike 4-Harlan
3373 South U.S. Hwy. 421
Harlan
KY
40831
1
Carmike 4-Harlan
3373 South U.S. Hwy. 421
Harlan
KY
40831
2
Carmike 4-Harlan
3373 South U.S. Hwy. 421
Harlan
KY
40831
3
Carmike 4-Harlan
3373 South U.S. Hwy. 421
Harlan
KY
40831
4
Carmike 4-Maysville
1579 US Hwy 68
Maysville
KY
41056-9178
1
Carmike 4-Maysville
1579 US Hwy 68
Maysville
KY
41056-9178
2
Carmike 4-Maysville
1579 US Hwy 68
Maysville
KY
41056-9178
3
Carmike 4-Maysville
1579 US Hwy 68
Maysville
KY
41056-9178
4
Carmike 4-Middlesboro
905 North 12th Street, Suite 28
Middlesboro
KY
40965
1
Carmike 4-Middlesboro
905 North 12th Street, Suite 28
Middlesboro
KY
40965
2
Carmike 4-Middlesboro
905 North 12th Street, Suite 28
Middlesboro
KY
40965
3
Carmike 4-Middlesboro
905 North 12th Street, Suite 28
Middlesboro
KY
40965
4
Carmike 5-Du Bois
Dubois Mall
Du Bois
PA
15801
1
Carmike 5-Du Bois
Dubois Mall
Du Bois
PA
15801
2
Carmike 5-Du Bois
Dubois Mall
Du Bois
PA
15801
3
Carmike 5-Du Bois
Dubois Mall
Du Bois
PA
15801
4
Carmike 5-Du Bois
Dubois Mall
Du Bois
PA
15801
5
Carmike 5-Greeley
2495 W. 28th
Greeley
CO
80634-8011
1
Carmike 5-Greeley
2495 W. 28th
Greeley
CO
80634-8011
2
Carmike 5-Greeley
2495 W. 28th
Greeley
CO
80634-8011
3
Carmike 5-Greeley
2495 W. 28th
Greeley
CO
80634-8011
4
Carmike 5-Greeley
2495 W. 28th
Greeley
CO
80634-8011
5
Carmike 6-Ashtabula
3315 N. Ridge East Ashtabula Mall Unit 400
Ashtabula
OH
44004
1
Carmike 6-Ashtabula
3315 N. Ridge East Ashtabula Mall Unit 400
Ashtabula
OH
44004
2
Carmike 6-Ashtabula
3315 N. Ridge East Ashtabula Mall Unit 400
Ashtabula
OH
44004
3
Carmike 6-Ashtabula
3315 N. Ridge East Ashtabula Mall Unit 400
Ashtabula
OH
44004
4
Carmike 6-Ashtabula
3315 N. Ridge East Ashtabula Mall Unit 400
Ashtabula
OH
44004
5
Carmike 6-Ashtabula
3315 N. Ridge East Ashtabula Mall Unit 400
Ashtabula
OH
44004
6
Carmike 6-Charlottesville
1005 Gardens Blvd P.O. Box 8023
Charlottesville
VA
22901-1129
1
Carmike 6-Charlottesville
1005 Gardens Blvd P.O. Box 8023
Charlottesville
VA
22901-1129
2
Carmike 6-Charlottesville
1005 Gardens Blvd P.O. Box 8023
Charlottesville
VA
22901-1129
3
Carmike 6-Charlottesville
1005 Gardens Blvd P.O. Box 8023
Charlottesville
VA
22901-1129
4
Carmike 6-Charlottesville
1005 Gardens Blvd P.O. Box 8023
Charlottesville
VA
22901-1129
5
Carmike 6-Charlottesville
1005 Gardens Blvd P.O. Box 8023
Charlottesville
VA
22901-1129
6
Carmike 6-Duncan
1501 Plato Rd.
Duncan
OK
73533-3225
1
Carmike 6-Duncan
1501 Plato Rd.
Duncan
OK
73533-3225
2
Carmike 6-Duncan
1501 Plato Rd.
Duncan
OK
73533-3225
3
Carmike 6-Duncan
1501 Plato Rd.
Duncan
OK
73533-3225
4
Carmike 6-Duncan
1501 Plato Rd.
Duncan
OK
73533-3225
5
Carmike 6-Duncan
1501 Plato Rd.
Duncan
OK
73533-3225
6
Carmike 6-Havelock
Hwy 70 - 500  McCotter Blvd.
Havelock
NC
28532
1
Carmike 6-Havelock
Hwy 70 - 500  McCotter Blvd.
Havelock
NC
28532
2
Carmike 6-Havelock
Hwy 70 - 500  McCotter Blvd.
Havelock
NC
28532
3
Carmike 6-Havelock
Hwy 70 - 500  McCotter Blvd.
Havelock
NC
28532
4
Carmike 6-Havelock
Hwy 70 - 500  McCotter Blvd.
Havelock
NC
28532
5
Carmike 6-Havelock
Hwy 70 - 500  McCotter Blvd.
Havelock
NC
28532
6
Carmike 6-Mankato
220 Stadium Road
Mankato
MN
56001-4950
1
Carmike 6-Mankato
220 Stadium Road
Mankato
MN
56001-4950
2
Carmike 6-Mankato
220 Stadium Road
Mankato
MN
56001-4950
3
Carmike 6-Mankato
220 Stadium Road
Mankato
MN
56001-4950
4
Carmike 6-Mankato
220 Stadium Road
Mankato
MN
56001-4950
5
Carmike 6-Mankato
220 Stadium Road
Mankato
MN
56001-4950
6
Carmike 6-Milledgeville
2400 N. Columbia St. #39
Milledgeville
GA
31061
1
Carmike 6-Milledgeville
2400 N. Columbia St. #39
Milledgeville
GA
31061
2
Carmike 6-Milledgeville
2400 N. Columbia St. #39
Milledgeville
GA
31061
3
Carmike 6-Milledgeville
2400 N. Columbia St. #39
Milledgeville
GA
31061
4
Carmike 6-Milledgeville
2400 N. Columbia St. #39
Milledgeville
GA
31061
5
Carmike 6-Milledgeville
2400 N. Columbia St. #39
Milledgeville
GA
31061
6
Carmike 6-Muskogee
2812 West Shawnee By-pass
Muskogee
OK
74401-2236
1
Carmike 6-Muskogee
2812 West Shawnee By-pass
Muskogee
OK
74401-2236
2
Carmike 6-Muskogee
2812 West Shawnee By-pass
Muskogee
OK
74401-2236
3
Carmike 6-Muskogee
2812 West Shawnee By-pass
Muskogee
OK
74401-2236
4
Carmike 6-Muskogee
2812 West Shawnee By-pass
Muskogee
OK
74401-2236
5
Carmike 6-Muskogee
2812 West Shawnee By-pass
Muskogee
OK
74401-2236
6
Carmike 6-Nacogdoches
Northview Plaza Shopping Center 3800 N. street
Nacogdoches
TX
75961
1
Carmike 6-Nacogdoches
Northview Plaza Shopping Center 3800 N. street
Nacogdoches
TX
75961
2
Carmike 6-Nacogdoches
Northview Plaza Shopping Center 3800 N. street
Nacogdoches
TX
75961
3
Carmike 6-Nacogdoches
Northview Plaza Shopping Center 3800 N. street
Nacogdoches
TX
75961
4
Carmike 6-Nacogdoches
Northview Plaza Shopping Center 3800 N. street
Nacogdoches
TX
75961
5
Carmike 6-Nacogdoches
Northview Plaza Shopping Center 3800 N. street
Nacogdoches
TX
75961
6
Carmike 6-North Platte
1000 S. Dewey
North Platte
NE
69101-6100
1
Carmike 6-North Platte
1000 S. Dewey
North Platte
NE
69101-6100
2
Carmike 6-North Platte
1000 S. Dewey
North Platte
NE
69101-6100
3
Carmike 6-North Platte
1000 S. Dewey
North Platte
NE
69101-6100
4
Carmike 6-North Platte
1000 S. Dewey
North Platte
NE
69101-6100
5
Carmike 6-North Platte
1000 S. Dewey
North Platte
NE
69101-6100
6
Carmike 6-Steubenville
100 Mall Drive
Steubenville
OH
43952-3092
1
Carmike 6-Steubenville
100 Mall Drive
Steubenville
OH
43952-3092
2
Carmike 6-Steubenville
100 Mall Drive
Steubenville
OH
43952-3092
3
Carmike 6-Steubenville
100 Mall Drive
Steubenville
OH
43952-3092
4
Carmike 6-Steubenville
100 Mall Drive
Steubenville
OH
43952-3092
5
Carmike 6-Steubenville
100 Mall Drive
Steubenville
OH
43952-3092
6
Carmike 6-Tifton
216 Virginia Ave.
Tifton
GA
31794-4261
1
Carmike 6-Tifton
216 Virginia Ave.
Tifton
GA
31794-4261
2
Carmike 6-Tifton
216 Virginia Ave.
Tifton
GA
31794-4261
3
Carmike 6-Tifton
216 Virginia Ave.
Tifton
GA
31794-4261
4
Carmike 6-Tifton
216 Virginia Ave.
Tifton
GA
31794-4261
5
Carmike 6-Tifton
216 Virginia Ave.
Tifton
GA
31794-4261
6
Carmike 6-Uniontown
1372 W. Main St.
Uniontown
PA
15401-2633
1
Carmike 6-Uniontown
1372 W. Main St.
Uniontown
PA
15401-2633
2
Carmike 6-Uniontown
1372 W. Main St.
Uniontown
PA
15401-2633
3
Carmike 6-Uniontown
1372 W. Main St.
Uniontown
PA
15401-2633
4
Carmike 6-Uniontown
1372 W. Main St.
Uniontown
PA
15401-2633
5
Carmike 6-Uniontown
1372 W. Main St.
Uniontown
PA
15401-2633
6
Carmike 7-Chambersburg
900 Chambersburg Mall
Chambersburg
PA
17201-8193
1
Carmike 7-Chambersburg
900 Chambersburg Mall
Chambersburg
PA
17201-8193
2
Carmike 7-Chambersburg
900 Chambersburg Mall
Chambersburg
PA
17201-8193
3
Carmike 7-Chambersburg
900 Chambersburg Mall
Chambersburg
PA
17201-8193
4
Carmike 7-Chambersburg
900 Chambersburg Mall
Chambersburg
PA
17201-8193
5
Carmike 7-Chambersburg
900 Chambersburg Mall
Chambersburg
PA
17201-8193
6
Carmike 7-Chambersburg
900 Chambersburg Mall
Chambersburg
PA
17201-8193
7
Carmike 7-Grand Junction
590 24 1/2 Road
Grand Junction
CO
81505-1217
1
Carmike 7-Grand Junction
590 24 1/2 Road
Grand Junction
CO
81505-1217
2
Carmike 7-Grand Junction
590 24 1/2 Road
Grand Junction
CO
81505-1217
3
Carmike 7-Grand Junction
590 24 1/2 Road
Grand Junction
CO
81505-1217
4
Carmike 7-Grand Junction
590 24 1/2 Road
Grand Junction
CO
81505-1217
5
Carmike 7-Grand Junction
590 24 1/2 Road
Grand Junction
CO
81505-1217
6
Carmike 7-Grand Junction
590 24 1/2 Road
Grand Junction
CO
81505-1217
7
Carmike 7-Sioux Falls
3404 Gateway
Sioux Falls
SD
57106-1556
1
Carmike 7-Sioux Falls
3404 Gateway
Sioux Falls
SD
57106-1556
2
Carmike 7-Sioux Falls
3404 Gateway
Sioux Falls
SD
57106-1556
3
Carmike 7-Sioux Falls
3404 Gateway
Sioux Falls
SD
57106-1556
4
Carmike 7-Sioux Falls
3404 Gateway
Sioux Falls
SD
57106-1556
5
Carmike 7-Sioux Falls
3404 Gateway
Sioux Falls
SD
57106-1556
6
Carmike 7-Sioux Falls
3404 Gateway
Sioux Falls
SD
57106-1556
7
Carmike 7-Spartanburg
1985 E. Main Street MR #150
Spartanburg
SC
29307
1
Carmike 7-Spartanburg
1985 E. Main Street MR #150
Spartanburg
SC
29307
2
Carmike 7-Spartanburg
1985 E. Main Street MR #150
Spartanburg
SC
29307
3
Carmike 7-Spartanburg
1985 E. Main Street MR #150
Spartanburg
SC
29307
4
Carmike 7-Spartanburg
1985 E. Main Street MR #150
Spartanburg
SC
29307
5
Carmike 7-Spartanburg
1985 E. Main Street MR #150
Spartanburg
SC
29307
6
Carmike 7-Spartanburg
1985 E. Main Street MR #150
Spartanburg
SC
29307
7
Carmike 7-Washington
Washington Square Mall 960 Washington Square Mall # 1109
Washington
NC
27889
1
Carmike 7-Washington
Washington Square Mall 960 Washington Square Mall # 1109
Washington
NC
27889
2
Carmike 7-Washington
Washington Square Mall 960 Washington Square Mall # 1109
Washington
NC
27889
3
Carmike 7-Washington
Washington Square Mall 960 Washington Square Mall # 1109
Washington
NC
27889
4
Carmike 7-Washington
Washington Square Mall 960 Washington Square Mall # 1109
Washington
NC
27889
5
Carmike 7-Washington
Washington Square Mall 960 Washington Square Mall # 1109
Washington
NC
27889
6
Carmike 7-Washington
Washington Square Mall 960 Washington Square Mall # 1109
Washington
NC
27889
7
Carmike 8-Altoona
600 Logan Valley Mall
Altoona
PA
16602-2831
1
Carmike 8-Altoona
600 Logan Valley Mall
Altoona
PA
16602-2831
2
Carmike 8-Altoona
600 Logan Valley Mall
Altoona
PA
16602-2831
3
Carmike 8-Altoona
600 Logan Valley Mall
Altoona
PA
16602-2831
4
Carmike 8-Altoona
600 Logan Valley Mall
Altoona
PA
16602-2831
5
Carmike 8-Altoona
600 Logan Valley Mall
Altoona
PA
16602-2831
6
Carmike 8-Altoona
600 Logan Valley Mall
Altoona
PA
16602-2831
7
Carmike 8-Altoona
600 Logan Valley Mall
Altoona
PA
16602-2831
8
Carmike 8-Ardmore
2401 12th Avenue NW
Ardmore
OK
73401
1
Carmike 8-Ardmore
2401 12th Avenue NW
Ardmore
OK
73401
2
Carmike 8-Ardmore
2401 12th Avenue NW
Ardmore
OK
73401
3
Carmike 8-Ardmore
2401 12th Avenue NW
Ardmore
OK
73401
4
Carmike 8-Ardmore
2401 12th Avenue NW
Ardmore
OK
73401
5
Carmike 8-Ardmore
2401 12th Avenue NW
Ardmore
OK
73401
6
Carmike 8-Ardmore
2401 12th Avenue NW
Ardmore
OK
73401
7
Carmike 8-Ardmore
2401 12th Avenue NW
Ardmore
OK
73401
8
Carmike 8-Dublin
2103 Veterans
Dublin
GA
31021
1
Carmike 8-Dublin
2103 Veterans
Dublin
GA
31021
2
Carmike 8-Dublin
2103 Veterans
Dublin
GA
31021
3
Carmike 8-Dublin
2103 Veterans
Dublin
GA
31021
4
Carmike 8-Dublin
2103 Veterans
Dublin
GA
31021
5
Carmike 8-Dublin
2103 Veterans
Dublin
GA
31021
6
Carmike 8-Dublin
2103 Veterans
Dublin
GA
31021
7
Carmike 8-Dublin
2103 Veterans
Dublin
GA
31021
8
Carmike 8-Harrison
617 Hwy 62 & 65 N.
Harrison
AR
72601
1
Carmike 8-Harrison
617 Hwy 62 & 65 N.
Harrison
AR
72601
2
Carmike 8-Harrison
617 Hwy 62 & 65 N.
Harrison
AR
72601
3
Carmike 8-Harrison
617 Hwy 62 & 65 N.
Harrison
AR
72601
4
Carmike 8-Harrison
617 Hwy 62 & 65 N.
Harrison
AR
72601
5
Carmike 8-Harrison
617 Hwy 62 & 65 N.
Harrison
AR
72601
6
Carmike 8-Harrison
617 Hwy 62 & 65 N.
Harrison
AR
72601
7
Carmike 8-Harrison
617 Hwy 62 & 65 N.
Harrison
AR
72601
8
Carmike 8-James Island
1743 Central Park Road
James Island
SC
29412
1
Carmike 8-James Island
1743 Central Park Road
James Island
SC
29412
2
Carmike 8-James Island
1743 Central Park Road
James Island
SC
29412
3
Carmike 8-James Island
1743 Central Park Road
James Island
SC
29412
4
Carmike 8-James Island
1743 Central Park Road
James Island
SC
29412
5
Carmike 8-James Island
1743 Central Park Road
James Island
SC
29412
6
Carmike 8-James Island
1743 Central Park Road
James Island
SC
29412
7
Carmike 8-James Island
1743 Central Park Road
James Island
SC
29412
8
Carmike 8-Lawton
7102 N. W. Cache Rd.
Lawton
OK
73505-2710
1
Carmike 8-Lawton
7102 N. W. Cache Rd.
Lawton
OK
73505-2710
2
Carmike 8-Lawton
7102 N. W. Cache Rd.
Lawton
OK
73505-2710
3
Carmike 8-Lawton
7102 N. W. Cache Rd.
Lawton
OK
73505-2710
4
Carmike 8-Lawton
7102 N. W. Cache Rd.
Lawton
OK
73505-2710
5
Carmike 8-Lawton
7102 N. W. Cache Rd.
Lawton
OK
73505-2710
6
Carmike 8-Lawton
7102 N. W. Cache Rd.
Lawton
OK
73505-2710
7
Carmike 8-Lawton
7102 N. W. Cache Rd.
Lawton
OK
73505-2710
8
Carmike 8-Lincolnton
1700  N. Aspen St.
Lincolnton
NC
28092-6302
1
Carmike 8-Lincolnton
1700  N. Aspen St.
Lincolnton
NC
28092-6302
2
Carmike 8-Lincolnton
1700  N. Aspen St.
Lincolnton
NC
28092-6302
3
Carmike 8-Lincolnton
1700  N. Aspen St.
Lincolnton
NC
28092-6302
4
Carmike 8-Lincolnton
1700  N. Aspen St.
Lincolnton
NC
28092-6302
5
Carmike 8-Lincolnton
1700  N. Aspen St.
Lincolnton
NC
28092-6302
6
Carmike 8-Lincolnton
1700  N. Aspen St.
Lincolnton
NC
28092-6302
7
Carmike 8-Lincolnton
1700  N. Aspen St.
Lincolnton
NC
28092-6302
8
Carmike 8-Shawnee
3031 North Harrison
Shawnee
OK
74804-2264
1
Carmike 8-Shawnee
3031 North Harrison
Shawnee
OK
74804-2264
2
Carmike 8-Shawnee
3031 North Harrison
Shawnee
OK
74804-2264
3
Carmike 8-Shawnee
3031 North Harrison
Shawnee
OK
74804-2264
4
Carmike 8-Shawnee
3031 North Harrison
Shawnee
OK
74804-2264
5
Carmike 8-Shawnee
3031 North Harrison
Shawnee
OK
74804-2264
6
Carmike 8-Shawnee
3031 North Harrison
Shawnee
OK
74804-2264
7
Carmike 8-Shawnee
3031 North Harrison
Shawnee
OK
74804-2264
8
Carmike 9-Dyersburg
516 Hwy 51 Bypass West
Dyersburg
TN
38024
1
Carmike 9-Dyersburg
516 Hwy 51 Bypass West
Dyersburg
TN
38024
2
Carmike 9-Dyersburg
516 Hwy 51 Bypass West
Dyersburg
TN
38024
3
Carmike 9-Dyersburg
516 Hwy 51 Bypass West
Dyersburg
TN
38024
4
Carmike 9-Dyersburg
516 Hwy 51 Bypass West
Dyersburg
TN
38024
5
Carmike 9-Dyersburg
516 Hwy 51 Bypass West
Dyersburg
TN
38024
6
Carmike 9-Dyersburg
516 Hwy 51 Bypass West
Dyersburg
TN
38024
7
Carmike 9-Dyersburg
516 Hwy 51 Bypass West
Dyersburg
TN
38024
8
Carmike 9-Dyersburg
516 Hwy 51 Bypass West
Dyersburg
TN
38024
9
Carmike 9-Minot
2400 10th Street SW
Minot
ND
58701-6997
1
Carmike 9-Minot
2400 10th Street SW
Minot
ND
58701-6997
2
Carmike 9-Minot
2400 10th Street SW
Minot
ND
58701-6997
3
Carmike 9-Minot
2400 10th Street SW
Minot
ND
58701-6997
4
Carmike 9-Minot
2400 10th Street SW
Minot
ND
58701-6997
5
Carmike 9-Minot
2400 10th Street SW
Minot
ND
58701-6997
6
Carmike 9-Minot
2400 10th Street SW
Minot
ND
58701-6997
7
Carmike 9-Minot
2400 10th Street SW
Minot
ND
58701-6997
8
Carmike 9-Minot
2400 10th Street SW
Minot
ND
58701-6997
9
Carmike Allegany 8
1875 Cinema Dr.
Olean
NY
14760-1863
1
Carmike Allegany 8
1875 Cinema Dr.
Olean
NY
14760-1863
2
Carmike Allegany 8
1875 Cinema Dr.
Olean
NY
14760-1863
3
Carmike Allegany 8
1875 Cinema Dr.
Olean
NY
14760-1863
4
Carmike Allegany 8
1875 Cinema Dr.
Olean
NY
14760-1863
5
Carmike Allegany 8
1875 Cinema Dr.
Olean
NY
14760-1863
6
Carmike Allegany 8
1875 Cinema Dr.
Olean
NY
14760-1863
7
Carmike Allegany 8
1875 Cinema Dr.
Olean
NY
14760-1863
8
Carmike Amelia Island 7
1132 South 14th Street
Fernandina Beach
FL
32034-2920
1
Carmike Amelia Island 7
1132 South 14th Street
Fernandina Beach
FL
32034-2920
2
Carmike Amelia Island 7
1132 South 14th Street
Fernandina Beach
FL
32034-2920
3
Carmike Amelia Island 7
1132 South 14th Street
Fernandina Beach
FL
32034-2920
4
Carmike Amelia Island 7
1132 South 14th Street
Fernandina Beach
FL
32034-2920
5
Carmike Amelia Island 7
1132 South 14th Street
Fernandina Beach
FL
32034-2920
6
Carmike Amelia Island 7
1132 South 14th Street
Fernandina Beach
FL
32034-2920
7
Carmike Avenue 16
2241 Town Center Ave.
Melbourne
FL
32940
1
Carmike Avenue 16
2241 Town Center Ave.
Melbourne
FL
32940
2
Carmike Avenue 16
2241 Town Center Ave.
Melbourne
FL
32940
3
Carmike Avenue 16
2241 Town Center Ave.
Melbourne
FL
32940
4
Carmike Avenue 16
2241 Town Center Ave.
Melbourne
FL
32940
5
Carmike Avenue 16
2241 Town Center Ave.
Melbourne
FL
32940
6
Carmike Avenue 16
2241 Town Center Ave.
Melbourne
FL
32940
7
Carmike Avenue 16
2241 Town Center Ave.
Melbourne
FL
32940
8
Carmike Avenue 16
2241 Town Center Ave.
Melbourne
FL
32940
9
Carmike Avenue 16
2241 Town Center Ave.
Melbourne
FL
32940
10
Carmike Avenue 16
2241 Town Center Ave.
Melbourne
FL
32940
11
Carmike Avenue 16
2241 Town Center Ave.
Melbourne
FL
32940
12
Carmike Avenue 16
2241 Town Center Ave.
Melbourne
FL
32940
13
Carmike Avenue 16
2241 Town Center Ave.
Melbourne
FL
32940
14
Carmike Avenue 16
2241 Town Center Ave.
Melbourne
FL
32940
15
Carmike Avenue 16
2241 Town Center Ave.
Melbourne
FL
32940
16
Carmike Battlefield 10
1099 Battlefield Pkwy
Fort Oglethorpe
GA
30742-3849
1
Carmike Battlefield 10
1099 Battlefield Pkwy
Fort Oglethorpe
GA
30742-3849
2
Carmike Battlefield 10
1099 Battlefield Pkwy
Fort Oglethorpe
GA
30742-3849
3
Carmike Battlefield 10
1099 Battlefield Pkwy
Fort Oglethorpe
GA
30742-3849
4
Carmike Battlefield 10
1099 Battlefield Pkwy
Fort Oglethorpe
GA
30742-3849
5
Carmike Battlefield 10
1099 Battlefield Pkwy
Fort Oglethorpe
GA
30742-3849
6
Carmike Battlefield 10
1099 Battlefield Pkwy
Fort Oglethorpe
GA
30742-3849
7
Carmike Battlefield 10
1099 Battlefield Pkwy
Fort Oglethorpe
GA
30742-3849
8
Carmike Battlefield 10
1099 Battlefield Pkwy
Fort Oglethorpe
GA
30742-3849
9
Carmike Battlefield 10
1099 Battlefield Pkwy
Fort Oglethorpe
GA
30742-3849
10
Carmike Bayou 15
5149 Bayou Blvd.
Pensacola
FL
32503
1
Carmike Bayou 15
5149 Bayou Blvd.
Pensacola
FL
32503
2
Carmike Bayou 15
5149 Bayou Blvd.
Pensacola
FL
32503
3
Carmike Bayou 15
5149 Bayou Blvd.
Pensacola
FL
32503
4
Carmike Bayou 15
5149 Bayou Blvd.
Pensacola
FL
32503
5
Carmike Bayou 15
5149 Bayou Blvd.
Pensacola
FL
32503
6
Carmike Bayou 15
5149 Bayou Blvd.
Pensacola
FL
32503
7
Carmike Bayou 15
5149 Bayou Blvd.
Pensacola
FL
32503
8
Carmike Bayou 15
5149 Bayou Blvd.
Pensacola
FL
32503
9
Carmike Bayou 15
5149 Bayou Blvd.
Pensacola
FL
32503
10
Carmike Bayou 15
5149 Bayou Blvd.
Pensacola
FL
32503
11
Carmike Bayou 15
5149 Bayou Blvd.
Pensacola
FL
32503
12
Carmike Bayou 15
5149 Bayou Blvd.
Pensacola
FL
32503
13
Carmike Bayou 15
5149 Bayou Blvd.
Pensacola
FL
32503
14
Carmike Bellevue 8
120 Belle Forest Circle
Nashville
TN
37221-2104
1
Carmike Bellevue 8
120 Belle Forest Circle
Nashville
TN
37221-2104
2
Carmike Bellevue 8
120 Belle Forest Circle
Nashville
TN
37221-2104
3
Carmike Bellevue 8
120 Belle Forest Circle
Nashville
TN
37221-2104
4
Carmike Bellevue 8
120 Belle Forest Circle
Nashville
TN
37221-2104
5
Carmike Bellevue 8
120 Belle Forest Circle
Nashville
TN
37221-2104
6
Carmike Bellevue 8
120 Belle Forest Circle
Nashville
TN
37221-2104
7
Carmike Bellevue 8
120 Belle Forest Circle
Nashville
TN
37221-2104
8
Carmike Beverly 18
910 Meijer Dr.
Champaign
IL
61821
1
Carmike Beverly 18
910 Meijer Dr.
Champaign
IL
61821
2
Carmike Beverly 18
910 Meijer Dr.
Champaign
IL
61821
3
Carmike Beverly 18
910 Meijer Dr.
Champaign
IL
61821
4
Carmike Beverly 18
910 Meijer Dr.
Champaign
IL
61821
5
Carmike Beverly 18
910 Meijer Dr.
Champaign
IL
61821
6
Carmike Beverly 18
910 Meijer Dr.
Champaign
IL
61821
7
Carmike Beverly 18
910 Meijer Dr.
Champaign
IL
61821
14
Carmike Beverly 18
910 Meijer Dr.
Champaign
IL
61821
15
Carmike Beverly 18
910 Meijer Dr.
Champaign
IL
61821
16
Carmike Beverly 18
910 Meijer Dr.
Champaign
IL
61821
17
Carmike Beverly 18
910 Meijer Dr.
Champaign
IL
61821
18
Carmike Birchwood 10
4350 24th Ave. Suite 15
Fort Gratiot
MI
48059
1
Carmike Birchwood 10
4350 24th Ave. Suite 15
Fort Gratiot
MI
48059
2
Carmike Birchwood 10
4350 24th Ave. Suite 15
Fort Gratiot
MI
48059
3
Carmike Birchwood 10
4350 24th Ave. Suite 15
Fort Gratiot
MI
48059
4
Carmike Birchwood 10
4350 24th Ave. Suite 15
Fort Gratiot
MI
48059
5
Carmike Birchwood 10
4350 24th Ave. Suite 15
Fort Gratiot
MI
48059
6
Carmike Birchwood 10
4350 24th Ave. Suite 15
Fort Gratiot
MI
48059
7
Carmike Birchwood 10
4350 24th Ave. Suite 15
Fort Gratiot
MI
48059
8
Carmike Birchwood 10
4350 24th Ave. Suite 15
Fort Gratiot
MI
48059
9
Carmike Birchwood 10
4350 24th Ave. Suite 15
Fort Gratiot
MI
48059
10
Carmike Bradley Square 12
200 Paul Huff Park
Cleveland
TN
37312
1
Carmike Bradley Square 12
200 Paul Huff Park
Cleveland
TN
37312
2
Carmike Bradley Square 12
200 Paul Huff Park
Cleveland
TN
37312
3
Carmike Bradley Square 12
200 Paul Huff Park
Cleveland
TN
37312
4
Carmike Bradley Square 12
200 Paul Huff Park
Cleveland
TN
37312
5
Carmike Bradley Square 12
200 Paul Huff Park
Cleveland
TN
37312
6
Carmike Bradley Square 12
200 Paul Huff Park
Cleveland
TN
37312
7
Carmike Bradley Square 12
200 Paul Huff Park
Cleveland
TN
37312
8
Carmike Bradley Square 12
200 Paul Huff Park
Cleveland
TN
37312
9
Carmike Bradley Square 12
200 Paul Huff Park
Cleveland
TN
37312
10
Carmike Bradley Square 12
200 Paul Huff Park
Cleveland
TN
37312
11
Carmike Bradley Square 12
200 Paul Huff Park
Cleveland
TN
37312
12
Carmike Broadway 17
1175 Celebrity Circle
Myrtle Beach
SC
29577-7466
1
Carmike Broadway 17
1175 Celebrity Circle
Myrtle Beach
SC
29577-7466
2
Carmike Broadway 17
1175 Celebrity Circle
Myrtle Beach
SC
29577-7466
3
Carmike Broadway 17
1175 Celebrity Circle
Myrtle Beach
SC
29577-7466
4
Carmike Broadway 17
1175 Celebrity Circle
Myrtle Beach
SC
29577-7466
5
Carmike Broadway 17
1175 Celebrity Circle
Myrtle Beach
SC
29577-7466
6
Carmike Broadway 17
1175 Celebrity Circle
Myrtle Beach
SC
29577-7466
7
Carmike Broadway 17
1175 Celebrity Circle
Myrtle Beach
SC
29577-7466
8
Carmike Broadway 17
1175 Celebrity Circle
Myrtle Beach
SC
29577-7466
9
Carmike Broadway 17
1175 Celebrity Circle
Myrtle Beach
SC
29577-7466
10
Carmike Broadway 17
1175 Celebrity Circle
Myrtle Beach
SC
29577-7466
11
Carmike Broadway 17
1175 Celebrity Circle
Myrtle Beach
SC
29577-7466
12
Carmike Broadway 17
1175 Celebrity Circle
Myrtle Beach
SC
29577-7466
13
Carmike Broadway 17
1175 Celebrity Circle
Myrtle Beach
SC
29577-7466
14
Carmike Broadway 17
1175 Celebrity Circle
Myrtle Beach
SC
29577-7466
15
Carmike Broadway 17
1175 Celebrity Circle
Myrtle Beach
SC
29577-7466
16
Carmike Broadway 17
1175 Celebrity Circle
Myrtle Beach
SC
29577-7466
17
Carmike Capitol 8
455 Madison Sq Drive
Madisonville
KY
42431
1
Carmike Capitol 8
455 Madison Sq Drive
Madisonville
KY
42431
2
Carmike Capitol 8
455 Madison Sq Drive
Madisonville
KY
42431
3
Carmike Capitol 8
455 Madison Sq Drive
Madisonville
KY
42431
4
Carmike Capitol 8
455 Madison Sq Drive
Madisonville
KY
42431
5
Carmike Capitol 8
455 Madison Sq Drive
Madisonville
KY
42431
6
Carmike Capitol 8
455 Madison Sq Drive
Madisonville
KY
42431
7
Carmike Capitol 8
455 Madison Sq Drive
Madisonville
KY
42431
8
Carmike Capri 8-Crawfordsville
205 Dry Branch Dr.
Crawfordsville
IN
47933
1
Carmike Capri 8-Crawfordsville
205 Dry Branch Dr.
Crawfordsville
IN
47933
2
Carmike Capri 8-Crawfordsville
205 Dry Branch Dr.
Crawfordsville
IN
47933
3
Carmike Capri 8-Crawfordsville
205 Dry Branch Dr.
Crawfordsville
IN
47933
4
Carmike Capri 8-Crawfordsville
205 Dry Branch Dr.
Crawfordsville
IN
47933
5
Carmike Capri 8-Crawfordsville
205 Dry Branch Dr.
Crawfordsville
IN
47933
6
Carmike Capri 8-Crawfordsville
205 Dry Branch Dr.
Crawfordsville
IN
47933
7
Carmike Capri 8-Crawfordsville
205 Dry Branch Dr.
Crawfordsville
IN
47933
8
Carmike Central City 10
909 Higdon Ferry Rd.
Hot Springs
AR
71913-6211
1
Carmike Central City 10
909 Higdon Ferry Rd.
Hot Springs
AR
71913-6211
2
Carmike Central City 10
909 Higdon Ferry Rd.
Hot Springs
AR
71913-6211
3
Carmike Central City 10
909 Higdon Ferry Rd.
Hot Springs
AR
71913-6211
4
Carmike Central City 10
909 Higdon Ferry Rd.
Hot Springs
AR
71913-6211
5
Carmike Central City 10
909 Higdon Ferry Rd.
Hot Springs
AR
71913-6211
6
Carmike Central City 10
909 Higdon Ferry Rd.
Hot Springs
AR
71913-6211
7
Carmike Central City 10
909 Higdon Ferry Rd.
Hot Springs
AR
71913-6211
8
Carmike Central City 10
909 Higdon Ferry Rd.
Hot Springs
AR
71913-6211
9
Carmike Central City 10
909 Higdon Ferry Rd.
Hot Springs
AR
71913-6211
10
Carmike Century 8-Decatur
607 Fourteenth St.
Decatur
AL
35601-5909
1
Carmike Century 8-Decatur
607 Fourteenth St.
Decatur
AL
35601-5909
2
Carmike Century 8-Decatur
607 Fourteenth St.
Decatur
AL
35601-5909
3
Carmike Century 8-Decatur
607 Fourteenth St.
Decatur
AL
35601-5909
4
Carmike Century 8-Decatur
607 Fourteenth St.
Decatur
AL
35601-5909
5
Carmike Century 8-Decatur
607 Fourteenth St.
Decatur
AL
35601-5909
6
Carmike Century 8-Decatur
607 Fourteenth St.
Decatur
AL
35601-5909
7
Carmike Century 8-Decatur
607 Fourteenth St.
Decatur
AL
35601-5909
8
Carmike Clarion Mall 7
Clarion Mall 22631 Route 68 Ste 80
Clarion
PA
16214
1
Carmike Clarion Mall 7
Clarion Mall 22631 Route 68 Ste 80
Clarion
PA
16214
2
Carmike Clarion Mall 7
Clarion Mall 22631 Route 68 Ste 80
Clarion
PA
16214
3
Carmike Clarion Mall 7
Clarion Mall 22631 Route 68 Ste 80
Clarion
PA
16214
4
Carmike Clarion Mall 7
Clarion Mall 22631 Route 68 Ste 80
Clarion
PA
16214
5
Carmike Clarion Mall 7
Clarion Mall 22631 Route 68 Ste 80
Clarion
PA
16214
6
Carmike Clarion Mall 7
Clarion Mall 22631 Route 68 Ste 80
Clarion
PA
16214
7
Carmike Cobblestone 9
8501 Hickman Road P.O. Box 3602
Urbandale
IA
50322
1
Carmike Cobblestone 9
8501 Hickman Road P.O. Box 3602
Urbandale
IA
50322
2
Carmike Cobblestone 9
8501 Hickman Road P.O. Box 3602
Urbandale
IA
50322
3
Carmike Cobblestone 9
8501 Hickman Road P.O. Box 3602
Urbandale
IA
50322
4
Carmike Cobblestone 9
8501 Hickman Road P.O. Box 3602
Urbandale
IA
50322
5
Carmike Cobblestone 9
8501 Hickman Road P.O. Box 3602
Urbandale
IA
50322
6
Carmike Cobblestone 9
8501 Hickman Road P.O. Box 3602
Urbandale
IA
50322
7
Carmike Cobblestone 9
8501 Hickman Road P.O. Box 3602
Urbandale
IA
50322
8
Carmike Cobblestone 9
8501 Hickman Road P.O. Box 3602
Urbandale
IA
50322
9
Carmike College Square 12
2550 E. Morris Blvd.
Morristown
TN
37813
1
Carmike College Square 12
2550 E. Morris Blvd.
Morristown
TN
37813
2
Carmike College Square 12
2550 E. Morris Blvd.
Morristown
TN
37813
3
Carmike College Square 12
2550 E. Morris Blvd.
Morristown
TN
37813
4
Carmike College Square 12
2550 E. Morris Blvd.
Morristown
TN
37813
5
Carmike College Square 12
2550 E. Morris Blvd.
Morristown
TN
37813
6
Carmike College Square 12
2550 E. Morris Blvd.
Morristown
TN
37813
7
Carmike College Square 12
2550 E. Morris Blvd.
Morristown
TN
37813
8
Carmike College Square 12
2550 E. Morris Blvd.
Morristown
TN
37813
9
Carmike College Square 12
2550 E. Morris Blvd.
Morristown
TN
37813
10
Carmike College Square 12
2550 E. Morris Blvd.
Morristown
TN
37813
11
Carmike College Square 12
2550 E. Morris Blvd.
Morristown
TN
37813
12
Carmike Colonial Mall 12
10177 N. Kings Hghway
Myrtle Beach
SC
29572
1
Carmike Colonial Mall 12
10177 N. Kings Hghway
Myrtle Beach
SC
29572
2
Carmike Colonial Mall 12
10177 N. Kings Hghway
Myrtle Beach
SC
29572
3
Carmike Colonial Mall 12
10177 N. Kings Hghway
Myrtle Beach
SC
29572
4
Carmike Colonial Mall 12
10177 N. Kings Hghway
Myrtle Beach
SC
29572
5
Carmike Colonial Mall 12
10177 N. Kings Hghway
Myrtle Beach
SC
29572
6
Carmike Colonial Mall 12
10177 N. Kings Hghway
Myrtle Beach
SC
29572
7
Carmike Colonial Mall 12
10177 N. Kings Hghway
Myrtle Beach
SC
29572
8
Carmike Colonial Mall 12
10177 N. Kings Hghway
Myrtle Beach
SC
29572
9
Carmike Colonial Mall 12
10177 N. Kings Hghway
Myrtle Beach
SC
29572
10
Carmike Colonial Mall 12
10177 N. Kings Hghway
Myrtle Beach
SC
29572
11
Carmike Colonial Mall 12
10177 N. Kings Hghway
Myrtle Beach
SC
29572
12
Carmike Coventry 8
650 W. Schuylkill Rd.
Pottstown
PA
19465-7430
1
Carmike Coventry 8
650 W. Schuylkill Rd.
Pottstown
PA
19465-7430
2
Carmike Coventry 8
650 W. Schuylkill Rd.
Pottstown
PA
19465-7430
3
Carmike Coventry 8
650 W. Schuylkill Rd.
Pottstown
PA
19465-7430
4
Carmike Coventry 8
650 W. Schuylkill Rd.
Pottstown
PA
19465-7430
5
Carmike Coventry 8
650 W. Schuylkill Rd.
Pottstown
PA
19465-7430
6
Carmike Coventry 8
650 W. Schuylkill Rd.
Pottstown
PA
19465-7430
7
Carmike Coventry 8
650 W. Schuylkill Rd.
Pottstown
PA
19465-7430
8
Carmike Crossroads 16
1536 Dogwood Drive
Conyers
GA
30013
1
Carmike Crossroads 16
1536 Dogwood Drive
Conyers
GA
30013
2
Carmike Crossroads 16
1536 Dogwood Drive
Conyers
GA
30013
3
Carmike Crossroads 16
1536 Dogwood Drive
Conyers
GA
30013
4
Carmike Crossroads 16
1536 Dogwood Drive
Conyers
GA
30013
5
Carmike Crossroads 16
1536 Dogwood Drive
Conyers
GA
30013
6
Carmike Crossroads 16
1536 Dogwood Drive
Conyers
GA
30013
7
Carmike Crossroads 16
1536 Dogwood Drive
Conyers
GA
30013
8
Carmike Crossroads 16
1536 Dogwood Drive
Conyers
GA
30013
9
Carmike Crossroads 16
1536 Dogwood Drive
Conyers
GA
30013
10
Carmike Crossroads 16
1536 Dogwood Drive
Conyers
GA
30013
11
Carmike Crossroads 16
1536 Dogwood Drive
Conyers
GA
30013
12
Carmike Crossroads 16
1536 Dogwood Drive
Conyers
GA
30013
13
Carmike Crossroads 16
1536 Dogwood Drive
Conyers
GA
30013
14
Carmike Crossroads 16
1536 Dogwood Drive
Conyers
GA
30013
15
Carmike Crossroads 16
1536 Dogwood Drive
Conyers
GA
30013
16
Carmike Dunkin Theatre
207 East Broadway
Cushing
OK
74023-3335
1
Carmike East Ridge 18
5080 South Terrace
Chattanooga
TN
37412
1
Carmike East Ridge 18
5080 South Terrace
Chattanooga
TN
37412
2
Carmike East Ridge 18
5080 South Terrace
Chattanooga
TN
37412
3
Carmike East Ridge 18
5080 South Terrace
Chattanooga
TN
37412
4
Carmike East Ridge 18
5080 South Terrace
Chattanooga
TN
37412
5
Carmike East Ridge 18
5080 South Terrace
Chattanooga
TN
37412
6
Carmike East Ridge 18
5080 South Terrace
Chattanooga
TN
37412
7
Carmike East Ridge 18
5080 South Terrace
Chattanooga
TN
37412
8
Carmike East Ridge 18
5080 South Terrace
Chattanooga
TN
37412
9
Carmike East Ridge 18
5080 South Terrace
Chattanooga
TN
37412
11
Carmike East Ridge 18
5080 South Terrace
Chattanooga
TN
37412
12
Carmike East Ridge 18
5080 South Terrace
Chattanooga
TN
37412
13
Carmike East Ridge 18
5080 South Terrace
Chattanooga
TN
37412
14
Carmike East Ridge 18
5080 South Terrace
Chattanooga
TN
37412
15
Carmike East Ridge 18
5080 South Terrace
Chattanooga
TN
37412
16
Carmike East Ridge 18
5080 South Terrace
Chattanooga
TN
37412
17
Carmike East Ridge 18
5080 South Terrace
Chattanooga
TN
37412
18
Carmike Eastdale 8
1001 Eastdale Circle
Montgomery
AL
36117-2115
1
Carmike Eastdale 8
1001 Eastdale Circle
Montgomery
AL
36117-2115
2
Carmike Eastdale 8
1001 Eastdale Circle
Montgomery
AL
36117-2115
3
Carmike Eastdale 8
1001 Eastdale Circle
Montgomery
AL
36117-2115
4
Carmike Eastdale 8
1001 Eastdale Circle
Montgomery
AL
36117-2115
5
Carmike Eastdale 8
1001 Eastdale Circle
Montgomery
AL
36117-2115
6
Carmike Eastdale 8
1001 Eastdale Circle
Montgomery
AL
36117-2115
7
Carmike Eastdale 8
1001 Eastdale Circle
Montgomery
AL
36117-2115
8
Carmike Encore Park 14
2701 Cassopolis St.
Elkhart
IN
46514
1
Carmike Encore Park 14
2701 Cassopolis St.
Elkhart
IN
46514
2
Carmike Encore Park 14
2701 Cassopolis St.
Elkhart
IN
46514
3
Carmike Encore Park 14
2701 Cassopolis St.
Elkhart
IN
46514
4
Carmike Encore Park 14
2701 Cassopolis St.
Elkhart
IN
46514
5
Carmike Encore Park 14
2701 Cassopolis St.
Elkhart
IN
46514
6
Carmike Encore Park 14
2701 Cassopolis St.
Elkhart
IN
46514
7
Carmike Encore Park 14
2701 Cassopolis St.
Elkhart
IN
46514
8
Carmike Encore Park 14
2701 Cassopolis St.
Elkhart
IN
46514
9
Carmike Encore Park 14
2701 Cassopolis St.
Elkhart
IN
46514
10
Carmike Encore Park 14
2701 Cassopolis St.
Elkhart
IN
46514
11
Carmike Encore Park 14
2701 Cassopolis St.
Elkhart
IN
46514
12
Carmike Encore Park 14
2701 Cassopolis St.
Elkhart
IN
46514
13
Carmike Encore Park 14
2701 Cassopolis St.
Elkhart
IN
46514
14
Carmike Fashion Square 10
4511 Fashion Square Blvd.
Saginaw
MI
48604
1
Carmike Fashion Square 10
4511 Fashion Square Blvd.
Saginaw
MI
48604
2
Carmike Fashion Square 10
4511 Fashion Square Blvd.
Saginaw
MI
48604
3
Carmike Fashion Square 10
4511 Fashion Square Blvd.
Saginaw
MI
48604
4
Carmike Fashion Square 10
4511 Fashion Square Blvd.
Saginaw
MI
48604
5
Carmike Fashion Square 10
4511 Fashion Square Blvd.
Saginaw
MI
48604
6
Carmike Fashion Square 10
4511 Fashion Square Blvd.
Saginaw
MI
48604
7
Carmike Fashion Square 10
4511 Fashion Square Blvd.
Saginaw
MI
48604
8
Carmike Fashion Square 10
4511 Fashion Square Blvd.
Saginaw
MI
48604
9
Carmike Fashion Square 10
4511 Fashion Square Blvd.
Saginaw
MI
48604
10
Carmike Fleming Island 12
1820 Town Center Blvd.
Fleming Island
FL
32003
1
Carmike Fleming Island 12
1820 Town Center Blvd.
Fleming Island
FL
32003
2
Carmike Fleming Island 12
1820 Town Center Blvd.
Fleming Island
FL
32003
3
Carmike Fleming Island 12
1820 Town Center Blvd.
Fleming Island
FL
32003
4
Carmike Fleming Island 12
1820 Town Center Blvd.
Fleming Island
FL
32003
5
Carmike Fleming Island 12
1820 Town Center Blvd.
Fleming Island
FL
32003
6
Carmike Fleming Island 12
1820 Town Center Blvd.
Fleming Island
FL
32003
7
Carmike Fleming Island 12
1820 Town Center Blvd.
Fleming Island
FL
32003
8
Carmike Fleming Island 12
1820 Town Center Blvd.
Fleming Island
FL
32003
9
Carmike Fleming Island 12
1820 Town Center Blvd.
Fleming Island
FL
32003
10
Carmike Fleming Island 12
1820 Town Center Blvd.
Fleming Island
FL
32003
11
Carmike Fleming Island 12
1820 Town Center Blvd.
Fleming Island
FL
32003
12
Carmike Foothill 12
134 Foothills Mall Drive
Maryville
TN
37801
1
Carmike Foothill 12
134 Foothills Mall Drive
Maryville
TN
37801
2
Carmike Foothill 12
134 Foothills Mall Drive
Maryville
TN
37801
3
Carmike Foothill 12
134 Foothills Mall Drive
Maryville
TN
37801
4
Carmike Foothill 12
134 Foothills Mall Drive
Maryville
TN
37801
5
Carmike Foothill 12
134 Foothills Mall Drive
Maryville
TN
37801
6
Carmike Foothill 12
134 Foothills Mall Drive
Maryville
TN
37801
7
Carmike Foothill 12
134 Foothills Mall Drive
Maryville
TN
37801
8
Carmike Foothill 12
134 Foothills Mall Drive
Maryville
TN
37801
9
Carmike Foothill 12
134 Foothills Mall Drive
Maryville
TN
37801
10
Carmike Foothill 12
134 Foothills Mall Drive
Maryville
TN
37801
11
Carmike Foothill 12
134 Foothills Mall Drive
Maryville
TN
37801
12
Carmike Frontier 9
1400 Dell Range Blvd. #21
Cheyenne
WY
82009-4854
1
Carmike Frontier 9
1400 Dell Range Blvd. #21
Cheyenne
WY
82009-4854
2
Carmike Frontier 9
1400 Dell Range Blvd. #21
Cheyenne
WY
82009-4854
3
Carmike Frontier 9
1400 Dell Range Blvd. #21
Cheyenne
WY
82009-4854
4
Carmike Frontier 9
1400 Dell Range Blvd. #21
Cheyenne
WY
82009-4854
5
Carmike Frontier 9
1400 Dell Range Blvd. #21
Cheyenne
WY
82009-4854
6
Carmike Frontier 9
1400 Dell Range Blvd. #21
Cheyenne
WY
82009-4854
7
Carmike Frontier 9
1400 Dell Range Blvd. #21
Cheyenne
WY
82009-4854
8
Carmike Frontier 9
1400 Dell Range Blvd. #21
Cheyenne
WY
82009-4854
9
Carmike Galleria 6-Mt. Lebanon
1500 Washington Rd.
Mt. Lebanon
PA
15228
1
Carmike Galleria 6-Mt. Lebanon
1500 Washington Rd.
Mt. Lebanon
PA
15228
2
Carmike Galleria 6-Mt. Lebanon
1500 Washington Rd.
Mt. Lebanon
PA
15228
3
Carmike Galleria 6-Mt. Lebanon
1500 Washington Rd.
Mt. Lebanon
PA
15228
4
Carmike Galleria 6-Mt. Lebanon
1500 Washington Rd.
Mt. Lebanon
PA
15228
5
Carmike Galleria 6-Mt. Lebanon
1500 Washington Rd.
Mt. Lebanon
PA
15228
6
Carmike Gateway 12-Bethlehem
416 Exchange Blvd
Bethlehem
GA
30620
1
Carmike Gateway 12-Bethlehem
416 Exchange Blvd
Bethlehem
GA
30620
2
Carmike Gateway 12-Bethlehem
416 Exchange Blvd
Bethlehem
GA
30620
3
Carmike Gateway 12-Bethlehem
416 Exchange Blvd
Bethlehem
GA
30620
4
Carmike Gateway 12-Bethlehem
416 Exchange Blvd
Bethlehem
GA
30620
5
Carmike Gateway 12-Bethlehem
416 Exchange Blvd
Bethlehem
GA
30620
6
Carmike Gateway 12-Bethlehem
416 Exchange Blvd
Bethlehem
GA
30620
7
Carmike Gateway 12-Bethlehem
416 Exchange Blvd
Bethlehem
GA
30620
8
Carmike Gateway 12-Bethlehem
416 Exchange Blvd
Bethlehem
GA
30620
9
Carmike Gateway 12-Bethlehem
416 Exchange Blvd
Bethlehem
GA
30620
10
Carmike Gateway 12-Bethlehem
416 Exchange Blvd
Bethlehem
GA
30620
11
Carmike Gateway 12-Bethlehem
416 Exchange Blvd
Bethlehem
GA
30620
12
Carmike Governor's Square 10
2801 Wilma Rudolph Blvd
Clarksville
TN
37040
1
Carmike Governor's Square 10
2801 Wilma Rudolph Blvd
Clarksville
TN
37040
2
Carmike Governor's Square 10
2801 Wilma Rudolph Blvd
Clarksville
TN
37040
3
Carmike Governor's Square 10
2801 Wilma Rudolph Blvd
Clarksville
TN
37040
4
Carmike Governor's Square 10
2801 Wilma Rudolph Blvd
Clarksville
TN
37040
5
Carmike Governor's Square 10
2801 Wilma Rudolph Blvd
Clarksville
TN
37040
6
Carmike Governor's Square 10
2801 Wilma Rudolph Blvd
Clarksville
TN
37040
7
Carmike Governor's Square 10
2801 Wilma Rudolph Blvd
Clarksville
TN
37040
8
Carmike Governor's Square 10
2801 Wilma Rudolph Blvd
Clarksville
TN
37040
9
Carmike Governor's Square 10
2801 Wilma Rudolph Blvd
Clarksville
TN
37040
10
Carmike Grand Prairie 18
5311 West American Prairie Dr.
Peoria
IL
61615
1
Carmike Grand Prairie 18
5311 West American Prairie Dr.
Peoria
IL
61615
2
Carmike Grand Prairie 18
5311 West American Prairie Dr.
Peoria
IL
61615
3
Carmike Grand Prairie 18
5311 West American Prairie Dr.
Peoria
IL
61615
4
Carmike Grand Prairie 18
5311 West American Prairie Dr.
Peoria
IL
61615
5
Carmike Grand Prairie 18
5311 West American Prairie Dr.
Peoria
IL
61615
6
Carmike Grand Prairie 18
5311 West American Prairie Dr.
Peoria
IL
61615
7
Carmike Grand Prairie 18
5311 West American Prairie Dr.
Peoria
IL
61615
8
Carmike Grand Prairie 18
5311 West American Prairie Dr.
Peoria
IL
61615
9
Carmike Grand Prairie 18
5311 West American Prairie Dr.
Peoria
IL
61615
11
Carmike Grand Prairie 18
5311 West American Prairie Dr.
Peoria
IL
61615
12
Carmike Grand Prairie 18
5311 West American Prairie Dr.
Peoria
IL
61615
13
Carmike Grand Prairie 18
5311 West American Prairie Dr.
Peoria
IL
61615
14
Carmike Grand Prairie 18
5311 West American Prairie Dr.
Peoria
IL
61615
15
Carmike Grand Prairie 18
5311 West American Prairie Dr.
Peoria
IL
61615
16
Carmike Grand Prairie 18
5311 West American Prairie Dr.
Peoria
IL
61615
17
Carmike Grand Prairie 18
5311 West American Prairie Dr.
Peoria
IL
61615
18
Carmike Grand Traverse 9
3200 S. Airport Rd. West Suite 15
Traverse City
MI
49684
1
Carmike Grand Traverse 9
3200 S. Airport Rd. West Suite 15
Traverse City
MI
49684
2
Carmike Grand Traverse 9
3200 S. Airport Rd. West Suite 15
Traverse City
MI
49684
3
Carmike Grand Traverse 9
3200 S. Airport Rd. West Suite 15
Traverse City
MI
49684
4
Carmike Grand Traverse 9
3200 S. Airport Rd. West Suite 15
Traverse City
MI
49684
5
Carmike Grand Traverse 9
3200 S. Airport Rd. West Suite 15
Traverse City
MI
49684
6
Carmike Grand Traverse 9
3200 S. Airport Rd. West Suite 15
Traverse City
MI
49684
7
Carmike Grand Traverse 9
3200 S. Airport Rd. West Suite 15
Traverse City
MI
49684
8
Carmike Grand Traverse 9
3200 S. Airport Rd. West Suite 15
Traverse City
MI
49684
9
Carmike Harbor 8
3857 W US 10
Ludington
MI
49431
1
Carmike Harbor 8
3857 W US 10
Ludington
MI
49431
2
Carmike Harbor 8
3857 W US 10
Ludington
MI
49431
3
Carmike Harbor 8
3857 W US 10
Ludington
MI
49431
4
Carmike Harbor 8
3857 W US 10
Ludington
MI
49431
5
Carmike Harbor 8
3857 W US 10
Ludington
MI
49431
6
Carmike Harbor 8
3857 W US 10
Ludington
MI
49431
7
Carmike Harbor 8
3857 W US 10
Ludington
MI
49431
8
Carmike Hickory Point 12
150 Hickory Point Mall
Forsyth
IL
62535
1
Carmike Hickory Point 12
150 Hickory Point Mall
Forsyth
IL
62535
2
Carmike Hickory Point 12
150 Hickory Point Mall
Forsyth
IL
62535
3
Carmike Hickory Point 12
150 Hickory Point Mall
Forsyth
IL
62535
4
Carmike Hickory Point 12
150 Hickory Point Mall
Forsyth
IL
62535
5
Carmike Hickory Point 12
150 Hickory Point Mall
Forsyth
IL
62535
6
Carmike Hickory Point 12
150 Hickory Point Mall
Forsyth
IL
62535
7
Carmike Hickory Point 12
150 Hickory Point Mall
Forsyth
IL
62535
8
Carmike Hickory Point 12
150 Hickory Point Mall
Forsyth
IL
62535
9
Carmike Hickory Point 12
150 Hickory Point Mall
Forsyth
IL
62535
10
Carmike Hickory Point 12
150 Hickory Point Mall
Forsyth
IL
62535
11
Carmike Hickory Point 12
150 Hickory Point Mall
Forsyth
IL
62535
12
Carmike Highland 12
1181 S. Jefferson
Cookeville
TN
38506-4220
1
Carmike Highland 12
1181 S. Jefferson
Cookeville
TN
38506-4220
2
Carmike Highland 12
1181 S. Jefferson
Cookeville
TN
38506-4220
3
Carmike Highland 12
1181 S. Jefferson
Cookeville
TN
38506-4220
4
Carmike Highland 12
1181 S. Jefferson
Cookeville
TN
38506-4220
5
Carmike Highland 12
1181 S. Jefferson
Cookeville
TN
38506-4220
6
Carmike Highland 12
1181 S. Jefferson
Cookeville
TN
38506-4220
7
Carmike Highland 12
1181 S. Jefferson
Cookeville
TN
38506-4220
8
Carmike Highland 12
1181 S. Jefferson
Cookeville
TN
38506-4220
9
Carmike Highland 12
1181 S. Jefferson
Cookeville
TN
38506-4220
10
Carmike Highland 12
1181 S. Jefferson
Cookeville
TN
38506-4220
11
Carmike Highland 12
1181 S. Jefferson
Cookeville
TN
38506-4220
12
Carmike Hollywood Connection Ritz 13
1683 Whittlesey Rd.
Columbus
GA
31904-3645
1
Carmike Hollywood Connection Ritz 13
1683 Whittlesey Rd.
Columbus
GA
31904-3645
2
Carmike Hollywood Connection Ritz 13
1683 Whittlesey Rd.
Columbus
GA
31904-3645
3
Carmike Hollywood Connection Ritz 13
1683 Whittlesey Rd.
Columbus
GA
31904-3645
4
Carmike Hollywood Connection Ritz 13
1683 Whittlesey Rd.
Columbus
GA
31904-3645
5
Carmike Hollywood Connection Ritz 13
1683 Whittlesey Rd.
Columbus
GA
31904-3645
6
Carmike Hollywood Connection Ritz 13
1683 Whittlesey Rd.
Columbus
GA
31904-3645
7
Carmike Hollywood Connection Ritz 13
1683 Whittlesey Rd.
Columbus
GA
31904-3645
8
Carmike Hollywood Connection Ritz 13
1683 Whittlesey Rd.
Columbus
GA
31904-3645
9
Carmike Hollywood Connection Ritz 13
1683 Whittlesey Rd.
Columbus
GA
31904-3645
10
Carmike Hollywood Connection Ritz 13
1683 Whittlesey Rd.
Columbus
GA
31904-3645
11
Carmike Hollywood Connection Ritz 13
1683 Whittlesey Rd.
Columbus
GA
31904-3645
12
Carmike Hollywood Connection Ritz 13
1683 Whittlesey Rd.
Columbus
GA
31904-3645
13
Carmike Horizon 10
3587 Market Place Circle
Traverse City
MI
49684
1
Carmike Horizon 10
3587 Market Place Circle
Traverse City
MI
49684
2
Carmike Horizon 10
3587 Market Place Circle
Traverse City
MI
49684
3
Carmike Horizon 10
3587 Market Place Circle
Traverse City
MI
49684
4
Carmike Horizon 10
3587 Market Place Circle
Traverse City
MI
49684
5
Carmike Horizon 10
3587 Market Place Circle
Traverse City
MI
49684
6
Carmike Horizon 10
3587 Market Place Circle
Traverse City
MI
49684
7
Carmike Horizon 10
3587 Market Place Circle
Traverse City
MI
49684
8
Carmike Horizon 10
3587 Market Place Circle
Traverse City
MI
49684
9
Carmike Horizon 10
3587 Market Place Circle
Traverse City
MI
49684
10
Carmike Indiana Mall 4
2334 Oakland Ave.
Indiana
PA
15701
1
Carmike Indiana Mall 4
2334 Oakland Ave.
Indiana
PA
15701
2
Carmike Indiana Mall 4
2334 Oakland Ave.
Indiana
PA
15701
3
Carmike Indiana Mall 4
2334 Oakland Ave.
Indiana
PA
15701
4
Carmike Jefferson Point 18
4250 W Jefferson Blvd
Fort Wayne
IN
46804
1
Carmike Jefferson Point 18
4250 W Jefferson Blvd
Fort Wayne
IN
46804
2
Carmike Jefferson Point 18
4250 W Jefferson Blvd
Fort Wayne
IN
46804
3
Carmike Jefferson Point 18
4250 W Jefferson Blvd
Fort Wayne
IN
46804
4
Carmike Jefferson Point 18
4250 W Jefferson Blvd
Fort Wayne
IN
46804
5
Carmike Jefferson Point 18
4250 W Jefferson Blvd
Fort Wayne
IN
46804
6
Carmike Jefferson Point 18
4250 W Jefferson Blvd
Fort Wayne
IN
46804
7
Carmike Jefferson Point 18
4250 W Jefferson Blvd
Fort Wayne
IN
46804
8
Carmike Jefferson Point 18
4250 W Jefferson Blvd
Fort Wayne
IN
46804
9
Carmike Jefferson Point 18
4250 W Jefferson Blvd
Fort Wayne
IN
46804
11
Carmike Jefferson Point 18
4250 W Jefferson Blvd
Fort Wayne
IN
46804
12
Carmike Jefferson Point 18
4250 W Jefferson Blvd
Fort Wayne
IN
46804
13
Carmike Jefferson Point 18
4250 W Jefferson Blvd
Fort Wayne
IN
46804
14
Carmike Jefferson Point 18
4250 W Jefferson Blvd
Fort Wayne
IN
46804
15
Carmike Jefferson Point 18
4250 W Jefferson Blvd
Fort Wayne
IN
46804
16
Carmike Jefferson Point 18
4250 W Jefferson Blvd
Fort Wayne
IN
46804
17
Carmike Jefferson Point 18
4250 W Jefferson Blvd
Fort Wayne
IN
46804
18
Carmike Jubilee Square 12
6898 Hwy 90
Daphne
AL
36526
1
Carmike Jubilee Square 12
6898 Hwy 90
Daphne
AL
36526
2
Carmike Jubilee Square 12
6898 Hwy 90
Daphne
AL
36526
3
Carmike Jubilee Square 12
6898 Hwy 90
Daphne
AL
36526
4
Carmike Jubilee Square 12
6898 Hwy 90
Daphne
AL
36526
5
Carmike Jubilee Square 12
6898 Hwy 90
Daphne
AL
36526
6
Carmike Jubilee Square 12
6898 Hwy 90
Daphne
AL
36526
7
Carmike Jubilee Square 12
6898 Hwy 90
Daphne
AL
36526
8
Carmike Jubilee Square 12
6898 Hwy 90
Daphne
AL
36526
9
Carmike Jubilee Square 12
6898 Hwy 90
Daphne
AL
36526
10
Carmike Jubilee Square 12
6898 Hwy 90
Daphne
AL
36526
11
Carmike Jubilee Square 12
6898 Hwy 90
Daphne
AL
36526
12
Carmike Kandi 6
1605 1st Street South
Willmar
MN
56201-4234
1
Carmike Kandi 6
1605 1st Street South
Willmar
MN
56201-4234
2
Carmike Kandi 6
1605 1st Street South
Willmar
MN
56201-4234
3
Carmike Kandi 6
1605 1st Street South
Willmar
MN
56201-4234
4
Carmike Kandi 6
1605 1st Street South
Willmar
MN
56201-4234
5
Carmike Kandi 6
1605 1st Street South
Willmar
MN
56201-4234
6
Carmike Lake 3-Devil's Lake
25 Fourth Street S.
Devils Lake
ND
58301
1
Carmike Lake 3-Devil's Lake
25 Fourth Street S.
Devils Lake
ND
58301
2
Carmike Lake 3-Devil's Lake
25 Fourth Street S.
Devils Lake
ND
58301
3
Carmike Lakeshore 8
901 US Hwy 27 North #120
Sebring
FL
33870-2131
1
Carmike Lakeshore 8
901 US Hwy 27 North #120
Sebring
FL
33870-2131
2
Carmike Lakeshore 8
901 US Hwy 27 North #120
Sebring
FL
33870-2131
3
Carmike Lakeshore 8
901 US Hwy 27 North #120
Sebring
FL
33870-2131
4
Carmike Lakeshore 8
901 US Hwy 27 North #120
Sebring
FL
33870-2131
5
Carmike Lakeshore 8
901 US Hwy 27 North #120
Sebring
FL
33870-2131
6
Carmike Lakeshore 8
901 US Hwy 27 North #120
Sebring
FL
33870-2131
7
Carmike Lakeshore 8
901 US Hwy 27 North #120
Sebring
FL
33870-2131
8
Carmike Lakeview 10
5775 Beckley Rd.
Battle Creek
MI
49017
1
Carmike Lakeview 10
5775 Beckley Rd.
Battle Creek
MI
49017
2
Carmike Lakeview 10
5775 Beckley Rd.
Battle Creek
MI
49017
3
Carmike Lakeview 10
5775 Beckley Rd.
Battle Creek
MI
49017
4
Carmike Lakeview 10
5775 Beckley Rd.
Battle Creek
MI
49017
5
Carmike Lakeview 10
5775 Beckley Rd.
Battle Creek
MI
49017
6
Carmike Lakeview 10
5775 Beckley Rd.
Battle Creek
MI
49017
7
Carmike Lakeview 10
5775 Beckley Rd.
Battle Creek
MI
49017
8
Carmike Lakeview 10
5775 Beckley Rd.
Battle Creek
MI
49017
9
Carmike Lakeview 10
5775 Beckley Rd.
Battle Creek
MI
49017
10
Carmike Laurel Mall 4
119 S University  Dr Laurel Mall Shop. Center
Connellsville
PA
15425
1
Carmike Laurel Mall 4
119 S University  Dr Laurel Mall Shop. Center
Connellsville
PA
15425
2
Carmike Laurel Mall 4
119 S University  Dr Laurel Mall Shop. Center
Connellsville
PA
15425
3
Carmike Laurel Mall 4
119 S University  Dr Laurel Mall Shop. Center
Connellsville
PA
15425
4
Carmike Lee Branch 15
801 Doug Baker Blvd.
Birmingham
AL
35242
1
Carmike Lee Branch 15
801 Doug Baker Blvd.
Birmingham
AL
35242
2
Carmike Lee Branch 15
801 Doug Baker Blvd.
Birmingham
AL
35242
3
Carmike Lee Branch 15
801 Doug Baker Blvd.
Birmingham
AL
35242
4
Carmike Lee Branch 15
801 Doug Baker Blvd.
Birmingham
AL
35242
5
Carmike Lee Branch 15
801 Doug Baker Blvd.
Birmingham
AL
35242
6
Carmike Lee Branch 15
801 Doug Baker Blvd.
Birmingham
AL
35242
7
Carmike Lee Branch 15
801 Doug Baker Blvd.
Birmingham
AL
35242
8
Carmike Lee Branch 15
801 Doug Baker Blvd.
Birmingham
AL
35242
9
Carmike Lee Branch 15
801 Doug Baker Blvd.
Birmingham
AL
35242
10
Carmike Lee Branch 15
801 Doug Baker Blvd.
Birmingham
AL
35242
11
Carmike Lee Branch 15
801 Doug Baker Blvd.
Birmingham
AL
35242
12
Carmike Lee Branch 15
801 Doug Baker Blvd.
Birmingham
AL
35242
13
Carmike Lee Branch 15
801 Doug Baker Blvd.
Birmingham
AL
35242
14
Carmike Lee Branch 15
801 Doug Baker Blvd.
Birmingham
AL
35242
15
Carmike Lufkin Mall 9
4600 South Medford P.O. Box 1408
Lufkin
TX
75902
1
Carmike Lufkin Mall 9
4600 South Medford P.O. Box 1408
Lufkin
TX
75902
2
Carmike Lufkin Mall 9
4600 South Medford P.O. Box 1408
Lufkin
TX
75902
3
Carmike Lufkin Mall 9
4600 South Medford P.O. Box 1408
Lufkin
TX
75902
4
Carmike Lufkin Mall 9
4600 South Medford P.O. Box 1408
Lufkin
TX
75902
5
Carmike Lufkin Mall 9
4600 South Medford P.O. Box 1408
Lufkin
TX
75902
6
Carmike Lufkin Mall 9
4600 South Medford P.O. Box 1408
Lufkin
TX
75902
7
Carmike Lufkin Mall 9
4600 South Medford P.O. Box 1408
Lufkin
TX
75902
8
Carmike Lufkin Mall 9
4600 South Medford P.O. Box 1408
Lufkin
TX
75902
9
Carmike Majestic 12
311 Broad Street
Chattanooga
TN
37402
1
Carmike Majestic 12
311 Broad Street
Chattanooga
TN
37402
2
Carmike Majestic 12
311 Broad Street
Chattanooga
TN
37402
3
Carmike Majestic 12
311 Broad Street
Chattanooga
TN
37402
4
Carmike Majestic 12
311 Broad Street
Chattanooga
TN
37402
5
Carmike Majestic 12
311 Broad Street
Chattanooga
TN
37402
6
Carmike Majestic 12
311 Broad Street
Chattanooga
TN
37402
7
Carmike Majestic 12
311 Broad Street
Chattanooga
TN
37402
8
Carmike Majestic 12
311 Broad Street
Chattanooga
TN
37402
9
Carmike Majestic 12
311 Broad Street
Chattanooga
TN
37402
10
Carmike Majestic 12
311 Broad Street
Chattanooga
TN
37402
11
Carmike Majestic 12
311 Broad Street
Chattanooga
TN
37402
12
Carmike Market Fair 15
1916 Skibo Rd.
Fayetteville
NC
28314
1
Carmike Market Fair 15
1916 Skibo Rd.
Fayetteville
NC
28314
2
Carmike Market Fair 15
1916 Skibo Rd.
Fayetteville
NC
28314
3
Carmike Market Fair 15
1916 Skibo Rd.
Fayetteville
NC
28314
4
Carmike Market Fair 15
1916 Skibo Rd.
Fayetteville
NC
28314
5
Carmike Market Fair 15
1916 Skibo Rd.
Fayetteville
NC
28314
6
Carmike Market Fair 15
1916 Skibo Rd.
Fayetteville
NC
28314
7
Carmike Market Fair 15
1916 Skibo Rd.
Fayetteville
NC
28314
8
Carmike Market Fair 15
1916 Skibo Rd.
Fayetteville
NC
28314
9
Carmike Market Fair 15
1916 Skibo Rd.
Fayetteville
NC
28314
10
Carmike Market Fair 15
1916 Skibo Rd.
Fayetteville
NC
28314
11
Carmike Market Fair 15
1916 Skibo Rd.
Fayetteville
NC
28314
12
Carmike Market Fair 15
1916 Skibo Rd.
Fayetteville
NC
28314
13
Carmike Market Fair 15
1916 Skibo Rd.
Fayetteville
NC
28314
14
Carmike Market Fair 15
1916 Skibo Rd.
Fayetteville
NC
28314
15
Carmike Market Square 10
2160 Sycamore Rd.
DeKalb
IL
60115
1
Carmike Market Square 10
2160 Sycamore Rd.
DeKalb
IL
60115
2
Carmike Market Square 10
2160 Sycamore Rd.
DeKalb
IL
60115
3
Carmike Market Square 10
2160 Sycamore Rd.
DeKalb
IL
60115
4
Carmike Market Square 10
2160 Sycamore Rd.
DeKalb
IL
60115
5
Carmike Market Square 10
2160 Sycamore Rd.
DeKalb
IL
60115
6
Carmike Market Square 10
2160 Sycamore Rd.
DeKalb
IL
60115
7
Carmike Market Square 10
2160 Sycamore Rd.
DeKalb
IL
60115
8
Carmike Market Square 10
2160 Sycamore Rd.
DeKalb
IL
60115
9
Carmike Market Square 10
2160 Sycamore Rd.
DeKalb
IL
60115
10
Carmike Martin 3-Talladega
65220 Highway 77 Northgate Shopping Center
Talladega
AL
35160
1
Carmike Martin 3-Talladega
65220 Highway 77 Northgate Shopping Center
Talladega
AL
35160
2
Carmike Martin 3-Talladega
65220 Highway 77 Northgate Shopping Center
Talladega
AL
35160
3
Carmike Martin 5-Hopkinsville
4000 Ft. Campbell Blvd.
Hopkinsville
KY
42240-4930
1
Carmike Martin 5-Hopkinsville
4000 Ft. Campbell Blvd.
Hopkinsville
KY
42240-4930
2
Carmike Martin 5-Hopkinsville
4000 Ft. Campbell Blvd.
Hopkinsville
KY
42240-4930
3
Carmike Martin 5-Hopkinsville
4000 Ft. Campbell Blvd.
Hopkinsville
KY
42240-4930
4
Carmike Martin 5-Hopkinsville
4000 Ft. Campbell Blvd.
Hopkinsville
KY
42240-4930
5
Carmike Mercer Mall 8
Mercer Mall U.S. Hwy 460
Bluefield
WV
24701
1
Carmike Mercer Mall 8
Mercer Mall U.S. Hwy 460
Bluefield
WV
24701
2
Carmike Mercer Mall 8
Mercer Mall U.S. Hwy 460
Bluefield
WV
24701
3
Carmike Mercer Mall 8
Mercer Mall U.S. Hwy 460
Bluefield
WV
24701
4
Carmike Mercer Mall 8
Mercer Mall U.S. Hwy 460
Bluefield
WV
24701
5
Carmike Mercer Mall 8
Mercer Mall U.S. Hwy 460
Bluefield
WV
24701
6
Carmike Mercer Mall 8
Mercer Mall U.S. Hwy 460
Bluefield
WV
24701
7
Carmike Mercer Mall 8
Mercer Mall U.S. Hwy 460
Bluefield
WV
24701
8
Carmike Metropolis 18
2490 Futura Parkway
Plainfield
IN
46168
1
Carmike Metropolis 18
2490 Futura Parkway
Plainfield
IN
46168
2
Carmike Metropolis 18
2490 Futura Parkway
Plainfield
IN
46168
3
Carmike Metropolis 18
2490 Futura Parkway
Plainfield
IN
46168
4
Carmike Metropolis 18
2490 Futura Parkway
Plainfield
IN
46168
5
Carmike Metropolis 18
2490 Futura Parkway
Plainfield
IN
46168
6
Carmike Metropolis 18
2490 Futura Parkway
Plainfield
IN
46168
7
Carmike Metropolis 18
2490 Futura Parkway
Plainfield
IN
46168
8
Carmike Metropolis 18
2490 Futura Parkway
Plainfield
IN
46168
9
Carmike Metropolis 18
2490 Futura Parkway
Plainfield
IN
46168
10
Carmike Metropolis 18
2490 Futura Parkway
Plainfield
IN
46168
11
Carmike Metropolis 18
2490 Futura Parkway
Plainfield
IN
46168
12
Carmike Metropolis 18
2490 Futura Parkway
Plainfield
IN
46168
13
Carmike Metropolis 18
2490 Futura Parkway
Plainfield
IN
46168
14
Carmike Metropolis 18
2490 Futura Parkway
Plainfield
IN
46168
15
Carmike Metropolis 18
2490 Futura Parkway
Plainfield
IN
46168
16
Carmike Metropolis 18
2490 Futura Parkway
Plainfield
IN
46168
17
Carmike Metropolis 18
2490 Futura Parkway
Plainfield
IN
46168
18
Carmike Midco 8-Bismarck
2700 State Street P.O. Box 1622
Bismarck
ND
58501-0669
1
Carmike Midco 8-Bismarck
2700 State Street P.O. Box 1622
Bismarck
ND
58501-0669
2
Carmike Midco 8-Bismarck
2700 State Street P.O. Box 1622
Bismarck
ND
58501-0669
3
Carmike Midco 8-Bismarck
2700 State Street P.O. Box 1622
Bismarck
ND
58501-0669
4
Carmike Midco 8-Bismarck
2700 State Street P.O. Box 1622
Bismarck
ND
58501-0669
5
Carmike Midco 8-Bismarck
2700 State Street P.O. Box 1622
Bismarck
ND
58501-0669
6
Carmike Midco 8-Bismarck
2700 State Street P.O. Box 1622
Bismarck
ND
58501-0669
7
Carmike Midco 8-Bismarck
2700 State Street P.O. Box 1622
Bismarck
ND
58501-0669
8
Carmike Midco 9-Aberdeen
3315 6th Ave., SE Suite 4
Aberdeen
SD
57401-5541
1
Carmike Midco 9-Aberdeen
3315 6th Ave., SE Suite 4
Aberdeen
SD
57401-5541
2
Carmike Midco 9-Aberdeen
3315 6th Ave., SE Suite 4
Aberdeen
SD
57401-5541
3
Carmike Midco 9-Aberdeen
3315 6th Ave., SE Suite 4
Aberdeen
SD
57401-5541
4
Carmike Midco 9-Aberdeen
3315 6th Ave., SE Suite 4
Aberdeen
SD
57401-5541
5
Carmike Midco 9-Aberdeen
3315 6th Ave., SE Suite 4
Aberdeen
SD
57401-5541
6
Carmike Midco 9-Aberdeen
3315 6th Ave., SE Suite 4
Aberdeen
SD
57401-5541
7
Carmike Midco 9-Aberdeen
3315 6th Ave., SE Suite 4
Aberdeen
SD
57401-5541
8
Carmike Midco 9-Aberdeen
3315 6th Ave., SE Suite 4
Aberdeen
SD
57401-5541
9
Carmike Monument Mall 6
2302 Frontage Rd.
Scottsbluff
NE
69361-1770
1
Carmike Monument Mall 6
2302 Frontage Rd.
Scottsbluff
NE
69361-1770
2
Carmike Monument Mall 6
2302 Frontage Rd.
Scottsbluff
NE
69361-1770
3
Carmike Monument Mall 6
2302 Frontage Rd.
Scottsbluff
NE
69361-1770
4
Carmike Monument Mall 6
2302 Frontage Rd.
Scottsbluff
NE
69361-1770
5
Carmike Monument Mall 6
2302 Frontage Rd.
Scottsbluff
NE
69361-1770
6
Carmike Morgantown Mall 12
9540 Mall Rd.
Morgantown
WV
26501-8524
1
Carmike Morgantown Mall 12
9540 Mall Rd.
Morgantown
WV
26501-8524
2
Carmike Morgantown Mall 12
9540 Mall Rd.
Morgantown
WV
26501-8524
3
Carmike Morgantown Mall 12
9540 Mall Rd.
Morgantown
WV
26501-8524
4
Carmike Morgantown Mall 12
9540 Mall Rd.
Morgantown
WV
26501-8524
5
Carmike Morgantown Mall 12
9540 Mall Rd.
Morgantown
WV
26501-8524
6
Carmike Morgantown Mall 12
9540 Mall Rd.
Morgantown
WV
26501-8524
7
Carmike Morgantown Mall 12
9540 Mall Rd.
Morgantown
WV
26501-8524
8
Carmike Morgantown Mall 12
9540 Mall Rd.
Morgantown
WV
26501-8524
9
Carmike Morgantown Mall 12
9540 Mall Rd.
Morgantown
WV
26501-8524
10
Carmike Morgantown Mall 12
9540 Mall Rd.
Morgantown
WV
26501-8524
11
Carmike Morgantown Mall 12
9540 Mall Rd.
Morgantown
WV
26501-8524
12
Carmike Movies 6-Shawnee
4901 North Kickapoo Ave STE 1218
Shawnee
OK
74804
1
Carmike Movies 6-Shawnee
4901 North Kickapoo Ave STE 1218
Shawnee
OK
74804
2
Carmike Movies 6-Shawnee
4901 North Kickapoo Ave STE 1218
Shawnee
OK
74804
3
Carmike Movies 6-Shawnee
4901 North Kickapoo Ave STE 1218
Shawnee
OK
74804
4
Carmike Movies 6-Shawnee
4901 North Kickapoo Ave STE 1218
Shawnee
OK
74804
5
Carmike Movies 6-Shawnee
4901 North Kickapoo Ave STE 1218
Shawnee
OK
74804
6
Carmike North Park 4
800 E. Prospect
Ponca City
OK
74601-1653
1
Carmike North Park 4
800 E. Prospect
Ponca City
OK
74601-1653
2
Carmike North Park 4
800 E. Prospect
Ponca City
OK
74601-1653
3
Carmike North Park 4
800 E. Prospect
Ponca City
OK
74601-1653
4
Carmike Northgate 14
310 Ring Road
Hixson
TN
37343
1
Carmike Northgate 14
310 Ring Road
Hixson
TN
37343
2
Carmike Northgate 14
310 Ring Road
Hixson
TN
37343
3
Carmike Northgate 14
310 Ring Road
Hixson
TN
37343
4
Carmike Northgate 14
310 Ring Road
Hixson
TN
37343
5
Carmike Northgate 14
310 Ring Road
Hixson
TN
37343
6
Carmike Northgate 14
310 Ring Road
Hixson
TN
37343
7
Carmike Northgate 14
310 Ring Road
Hixson
TN
37343
8
Carmike Northgate 14
310 Ring Road
Hixson
TN
37343
9
Carmike Northgate 14
310 Ring Road
Hixson
TN
37343
10
Carmike Northgate 14
310 Ring Road
Hixson
TN
37343
11
Carmike Northgate 14
310 Ring Road
Hixson
TN
37343
12
Carmike Northgate 14
310 Ring Road
Hixson
TN
37343
13
Carmike Northgate 14
310 Ring Road
Hixson
TN
37343
14
Carmike Northside 6
209 Executive Park Drive, Ste. 1
Dothan
AL
36303
1
Carmike Northside 6
209 Executive Park Drive, Ste. 1
Dothan
AL
36303
2
Carmike Northside 6
209 Executive Park Drive, Ste. 1
Dothan
AL
36303
3
Carmike Northside 6
209 Executive Park Drive, Ste. 1
Dothan
AL
36303
4
Carmike Northside 6
209 Executive Park Drive, Ste. 1
Dothan
AL
36303
5
Carmike Northside 6
209 Executive Park Drive, Ste. 1
Dothan
AL
36303
6
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
1
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
2
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
3
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
4
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
5
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
6
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
7
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
8
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
9
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
10
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
11
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
12
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
13
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
14
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
15
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
16
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
17
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
18
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
19
Carmike Oakdale 20
1188 Helmo Avenue North Exit 57 I-694
Oakdale
MN
55128-6025
20
Carmike Oaks 7-Batesville
2250 Harrison St.
Batesville
AR
72501-7417
1
Carmike Oaks 7-Batesville
2250 Harrison St.
Batesville
AR
72501-7417
2
Carmike Oaks 7-Batesville
2250 Harrison St.
Batesville
AR
72501-7417
3
Carmike Oaks 7-Batesville
2250 Harrison St.
Batesville
AR
72501-7417
4
Carmike Oaks 7-Batesville
2250 Harrison St.
Batesville
AR
72501-7417
5
Carmike Oaks 7-Batesville
2250 Harrison St.
Batesville
AR
72501-7417
6
Carmike Oaks 7-Batesville
2250 Harrison St.
Batesville
AR
72501-7417
7
Carmike Oakwood Mall 12
4800 Golf Road #4
Eau Claire
WI
54701-8914
1
Carmike Oakwood Mall 12
4800 Golf Road #4
Eau Claire
WI
54701-8914
2
Carmike Oakwood Mall 12
4800 Golf Road #4
Eau Claire
WI
54701-8914
3
Carmike Oakwood Mall 12
4800 Golf Road #4
Eau Claire
WI
54701-8914
4
Carmike Oakwood Mall 12
4800 Golf Road #4
Eau Claire
WI
54701-8914
5
Carmike Oakwood Mall 12
4800 Golf Road #4
Eau Claire
WI
54701-8914
6
Carmike Oakwood Mall 12
4800 Golf Road #4
Eau Claire
WI
54701-8914
7
Carmike Oakwood Mall 12
4800 Golf Road #4
Eau Claire
WI
54701-8914
8
Carmike Oakwood Mall 12
4800 Golf Road #4
Eau Claire
WI
54701-8914
9
Carmike Oakwood Mall 12
4800 Golf Road #4
Eau Claire
WI
54701-8914
10
Carmike Oakwood Mall 12
4800 Golf Road #4
Eau Claire
WI
54701-8914
11
Carmike Oakwood Mall 12
4800 Golf Road #4
Eau Claire
WI
54701-8914
12
Carmike Ohio Valley Mall 11
#700 Banfield Av.
St. Clairsville
OH
43950
1
Carmike Ohio Valley Mall 11
#700 Banfield Av.
St. Clairsville
OH
43950
2
Carmike Ohio Valley Mall 11
#700 Banfield Av.
St. Clairsville
OH
43950
3
Carmike Ohio Valley Mall 11
#700 Banfield Av.
St. Clairsville
OH
43950
4
Carmike Ohio Valley Mall 11
#700 Banfield Av.
St. Clairsville
OH
43950
5
Carmike Ohio Valley Mall 11
#700 Banfield Av.
St. Clairsville
OH
43950
6
Carmike Ohio Valley Mall 11
#700 Banfield Av.
St. Clairsville
OH
43950
7
Carmike Ohio Valley Mall 11
#700 Banfield Av.
St. Clairsville
OH
43950
8
Carmike Ohio Valley Mall 11
#700 Banfield Av.
St. Clairsville
OH
43950
9
Carmike Ohio Valley Mall 11
#700 Banfield Av.
St. Clairsville
OH
43950
10
Carmike Ohio Valley Mall 11
#700 Banfield Av.
St. Clairsville
OH
43950
11
Carmike Orpheum 10
515 W. Gore Rd.
Morris
IL
60450
1
Carmike Orpheum 10
515 W. Gore Rd.
Morris
IL
60450
2
Carmike Orpheum 10
515 W. Gore Rd.
Morris
IL
60450
3
Carmike Orpheum 10
515 W. Gore Rd.
Morris
IL
60450
4
Carmike Orpheum 10
515 W. Gore Rd.
Morris
IL
60450
5
Carmike Orpheum 10
515 W. Gore Rd.
Morris
IL
60450
6
Carmike Orpheum 10
515 W. Gore Rd.
Morris
IL
60450
7
Carmike Orpheum 10
515 W. Gore Rd.
Morris
IL
60450
8
Carmike Orpheum 10
515 W. Gore Rd.
Morris
IL
60450
9
Carmike Orpheum 10
515 W. Gore Rd.
Morris
IL
60450
10
Carmike Palace 10-Bloomington
415 Detroit Dr.
Bloomington
IL
61704
1
Carmike Palace 10-Bloomington
415 Detroit Dr.
Bloomington
IL
61704
2
Carmike Palace 10-Bloomington
415 Detroit Dr.
Bloomington
IL
61704
3
Carmike Palace 10-Bloomington
415 Detroit Dr.
Bloomington
IL
61704
4
Carmike Palace 10-Bloomington
415 Detroit Dr.
Bloomington
IL
61704
5
Carmike Palace 10-Bloomington
415 Detroit Dr.
Bloomington
IL
61704
6
Carmike Palace 10-Bloomington
415 Detroit Dr.
Bloomington
IL
61704
7
Carmike Palace 10-Bloomington
415 Detroit Dr.
Bloomington
IL
61704
8
Carmike Palace 10-Bloomington
415 Detroit Dr.
Bloomington
IL
61704
9
Carmike Palace 10-Bloomington
415 Detroit Dr.
Bloomington
IL
61704
10
Carmike Park Central 6
3234 S. Clark Street
Abilene
TX
79606
1
Carmike Park Central 6
3234 S. Clark Street
Abilene
TX
79606
2
Carmike Park Central 6
3234 S. Clark Street
Abilene
TX
79606
3
Carmike Park Central 6
3234 S. Clark Street
Abilene
TX
79606
4
Carmike Park Central 6
3234 S. Clark Street
Abilene
TX
79606
5
Carmike Park Central 6
3234 S. Clark Street
Abilene
TX
79606
6
Carmike Park Hills Plaza 7
100 West Plank Road
Altoona
PA
16601
1
Carmike Park Hills Plaza 7
100 West Plank Road
Altoona
PA
16601
2
Carmike Park Hills Plaza 7
100 West Plank Road
Altoona
PA
16601
3
Carmike Park Hills Plaza 7
100 West Plank Road
Altoona
PA
16601
4
Carmike Park Hills Plaza 7
100 West Plank Road
Altoona
PA
16601
5
Carmike Park Hills Plaza 7
100 West Plank Road
Altoona
PA
16601
6
Carmike Park Hills Plaza 7
100 West Plank Road
Altoona
PA
16601
7
Carmike Park Place 16
9525 Chapel Hill Rd.
Morrisville
NC
27560-7359
1
Carmike Park Place 16
9525 Chapel Hill Rd.
Morrisville
NC
27560-7359
2
Carmike Park Place 16
9525 Chapel Hill Rd.
Morrisville
NC
27560-7359
3
Carmike Park Place 16
9525 Chapel Hill Rd.
Morrisville
NC
27560-7359
4
Carmike Park Place 16
9525 Chapel Hill Rd.
Morrisville
NC
27560-7359
5
Carmike Park Place 16
9525 Chapel Hill Rd.
Morrisville
NC
27560-7359
6
Carmike Park Place 16
9525 Chapel Hill Rd.
Morrisville
NC
27560-7359
7
Carmike Park Place 16
9525 Chapel Hill Rd.
Morrisville
NC
27560-7359
8
Carmike Park Place 16
9525 Chapel Hill Rd.
Morrisville
NC
27560-7359
9
Carmike Park Place 16
9525 Chapel Hill Rd.
Morrisville
NC
27560-7359
10
Carmike Park Place 16
9525 Chapel Hill Rd.
Morrisville
NC
27560-7359
11
Carmike Park Place 16
9525 Chapel Hill Rd.
Morrisville
NC
27560-7359
12
Carmike Park Place 16
9525 Chapel Hill Rd.
Morrisville
NC
27560-7359
13
Carmike Park Place 16
9525 Chapel Hill Rd.
Morrisville
NC
27560-7359
14
Carmike Park Place 16
9525 Chapel Hill Rd.
Morrisville
NC
27560-7359
15
Carmike Park Place 16
9525 Chapel Hill Rd.
Morrisville
NC
27560-7359
16
Carmike Patton Creek 15
4450 Creekside Ave.
Hoover
AL
35244
1
Carmike Patton Creek 15
4450 Creekside Ave.
Hoover
AL
35244
2
Carmike Patton Creek 15
4450 Creekside Ave.
Hoover
AL
35244
3
Carmike Patton Creek 15
4450 Creekside Ave.
Hoover
AL
35244
4
Carmike Patton Creek 15
4450 Creekside Ave.
Hoover
AL
35244
5
Carmike Patton Creek 15
4450 Creekside Ave.
Hoover
AL
35244
6
Carmike Patton Creek 15
4450 Creekside Ave.
Hoover
AL
35244
7
Carmike Patton Creek 15
4450 Creekside Ave.
Hoover
AL
35244
8
Carmike Patton Creek 15
4450 Creekside Ave.
Hoover
AL
35244
9
Carmike Patton Creek 15
4450 Creekside Ave.
Hoover
AL
35244
10
Carmike Patton Creek 15
4450 Creekside Ave.
Hoover
AL
35244
11
Carmike Patton Creek 15
4450 Creekside Ave.
Hoover
AL
35244
12
Carmike Patton Creek 15
4450 Creekside Ave.
Hoover
AL
35244
13
Carmike Patton Creek 15
4450 Creekside Ave.
Hoover
AL
35244
14
Carmike Pensacola 18
6596 North West St
Pensacola
FL
32505
1
Carmike Pensacola 18
6596 North West St
Pensacola
FL
32505
2
Carmike Pensacola 18
6596 North West St
Pensacola
FL
32505
3
Carmike Pensacola 18
6596 North West St
Pensacola
FL
32505
4
Carmike Pensacola 18
6596 North West St
Pensacola
FL
32505
5
Carmike Pensacola 18
6596 North West St
Pensacola
FL
32505
6
Carmike Pensacola 18
6596 North West St
Pensacola
FL
32505
7
Carmike Pensacola 18
6596 North West St
Pensacola
FL
32505
8
Carmike Pensacola 18
6596 North West St
Pensacola
FL
32505
9
Carmike Pensacola 18
6596 North West St
Pensacola
FL
32505
10
Carmike Pensacola 18
6596 North West St
Pensacola
FL
32505
11
Carmike Pensacola 18
6596 North West St
Pensacola
FL
32505
12
Carmike Pensacola 18
6596 North West St
Pensacola
FL
32505
13
Carmike Pensacola 18
6596 North West St
Pensacola
FL
32505
14
Carmike Pensacola 18
6596 North West St
Pensacola
FL
32505
15
Carmike Pensacola 18
6596 North West St
Pensacola
FL
32505
16
Carmike Pensacola 18
6596 North West St
Pensacola
FL
32505
17
Carmike Pensacola 18
6596 North West St
Pensacola
FL
32505
18
Carmike Peru Mall 8
Peru Mall 3940 Route 251 Suite MT 1
Peru
IL
61354
1
Carmike Peru Mall 8
Peru Mall 3940 Route 251 Suite MT 1
Peru
IL
61354
2
Carmike Peru Mall 8
Peru Mall 3940 Route 251 Suite MT 1
Peru
IL
61354
3
Carmike Peru Mall 8
Peru Mall 3940 Route 251 Suite MT 1
Peru
IL
61354
4
Carmike Peru Mall 8
Peru Mall 3940 Route 251 Suite MT 1
Peru
IL
61354
5
Carmike Peru Mall 8
Peru Mall 3940 Route 251 Suite MT 1
Peru
IL
61354
6
Carmike Peru Mall 8
Peru Mall 3940 Route 251 Suite MT 1
Peru
IL
61354
7
Carmike Peru Mall 8
Peru Mall 3940 Route 251 Suite MT 1
Peru
IL
61354
8
Carmike Pine Ridge 10
4355 Yellowstone Ave
Chubbuck
ID
83202
1
Carmike Pine Ridge 10
4355 Yellowstone Ave
Chubbuck
ID
83202
2
Carmike Pine Ridge 10
4355 Yellowstone Ave
Chubbuck
ID
83202
3
Carmike Pine Ridge 10
4355 Yellowstone Ave
Chubbuck
ID
83202
4
Carmike Pine Ridge 10
4355 Yellowstone Ave
Chubbuck
ID
83202
5
Carmike Pine Ridge 10
4355 Yellowstone Ave
Chubbuck
ID
83202
6
Carmike Pine Ridge 10
4355 Yellowstone Ave
Chubbuck
ID
83202
7
Carmike Pine Ridge 10
4355 Yellowstone Ave
Chubbuck
ID
83202
8
Carmike Pine Ridge 10
4355 Yellowstone Ave
Chubbuck
ID
83202
9
Carmike Pine Ridge 10
4355 Yellowstone Ave
Chubbuck
ID
83202
10
Carmike Pine Tree 9
2727 Cahill Rd.
Marinette
WI
54143
1
Carmike Pine Tree 9
2727 Cahill Rd.
Marinette
WI
54143
2
Carmike Pine Tree 9
2727 Cahill Rd.
Marinette
WI
54143
3
Carmike Pine Tree 9
2727 Cahill Rd.
Marinette
WI
54143
4
Carmike Pine Tree 9
2727 Cahill Rd.
Marinette
WI
54143
5
Carmike Pine Tree 9
2727 Cahill Rd.
Marinette
WI
54143
6
Carmike Pine Tree 9
2727 Cahill Rd.
Marinette
WI
54143
7
Carmike Pine Tree 9
2727 Cahill Rd.
Marinette
WI
54143
8
Carmike Pine Tree 9
2727 Cahill Rd.
Marinette
WI
54143
9
Carmike Pines Mall 8
2901 Pines Mall Dr. #500
Pine Bluff
AR
71601-7621
1
Carmike Pines Mall 8
2901 Pines Mall Dr. #500
Pine Bluff
AR
71601-7621
2
Carmike Pines Mall 8
2901 Pines Mall Dr. #500
Pine Bluff
AR
71601-7621
3
Carmike Pines Mall 8
2901 Pines Mall Dr. #500
Pine Bluff
AR
71601-7621
4
Carmike Pines Mall 8
2901 Pines Mall Dr. #500
Pine Bluff
AR
71601-7621
5
Carmike Pines Mall 8
2901 Pines Mall Dr. #500
Pine Bluff
AR
71601-7621
6
Carmike Pines Mall 8
2901 Pines Mall Dr. #500
Pine Bluff
AR
71601-7621
7
Carmike Pines Mall 8
2901 Pines Mall Dr. #500
Pine Bluff
AR
71601-7621
8
Carmike Pines Theater
340 N. 14th Street
Silsbee
TX
77656
1
Carmike Plaza 6-Butte
3100 Harrison Ave.
Butte
MT
59701-3652
1
Carmike Plaza 6-Butte
3100 Harrison Ave.
Butte
MT
59701-3652
2
Carmike Plaza 6-Butte
3100 Harrison Ave.
Butte
MT
59701-3652
3
Carmike Plaza 6-Butte
3100 Harrison Ave.
Butte
MT
59701-3652
4
Carmike Plaza 6-Butte
3100 Harrison Ave.
Butte
MT
59701-3652
5
Carmike Plaza 6-Butte
3100 Harrison Ave.
Butte
MT
59701-3652
6
Carmike Plaza 8-Jackson
1700 N. Wisner St.
Jackson
MI
49202
1
Carmike Plaza 8-Jackson
1700 N. Wisner St.
Jackson
MI
49202
2
Carmike Plaza 8-Jackson
1700 N. Wisner St.
Jackson
MI
49202
3
Carmike Plaza 8-Jackson
1700 N. Wisner St.
Jackson
MI
49202
4
Carmike Plaza 8-Jackson
1700 N. Wisner St.
Jackson
MI
49202
5
Carmike Plaza 8-Jackson
1700 N. Wisner St.
Jackson
MI
49202
6
Carmike Plaza 8-Jackson
1700 N. Wisner St.
Jackson
MI
49202
7
Carmike Plaza 8-Jackson
1700 N. Wisner St.
Jackson
MI
49202
8
Carmike Port St. Lucie 14
1900 N.W. Courtyard
Port St Lucie
FL
34986
1
Carmike Port St. Lucie 14
1900 N.W. Courtyard
Port St Lucie
FL
34986
2
Carmike Port St. Lucie 14
1900 N.W. Courtyard
Port St Lucie
FL
34986
3
Carmike Port St. Lucie 14
1900 N.W. Courtyard
Port St Lucie
FL
34986
4
Carmike Port St. Lucie 14
1900 N.W. Courtyard
Port St Lucie
FL
34986
5
Carmike Port St. Lucie 14
1900 N.W. Courtyard
Port St Lucie
FL
34986
6
Carmike Port St. Lucie 14
1900 N.W. Courtyard
Port St Lucie
FL
34986
7
Carmike Port St. Lucie 14
1900 N.W. Courtyard
Port St Lucie
FL
34986
8
Carmike Port St. Lucie 14
1900 N.W. Courtyard
Port St Lucie
FL
34986
9
Carmike Port St. Lucie 14
1900 N.W. Courtyard
Port St Lucie
FL
34986
10
Carmike Port St. Lucie 14
1900 N.W. Courtyard
Port St Lucie
FL
34986
11
Carmike Port St. Lucie 14
1900 N.W. Courtyard
Port St Lucie
FL
34986
12
Carmike Port St. Lucie 14
1900 N.W. Courtyard
Port St Lucie
FL
34986
13
Carmike Port St. Lucie 14
1900 N.W. Courtyard
Port St Lucie
FL
34986
14
Carmike Pottsgrove 12
P.O. Box 3151 110 Upland Square Drive
Stowe
PA
19464
1
Carmike Pottsgrove 12
P.O. Box 3151 110 Upland Square Drive
Stowe
PA
19464
2
Carmike Pottsgrove 12
P.O. Box 3151 110 Upland Square Drive
Stowe
PA
19464
3
Carmike Pottsgrove 12
P.O. Box 3151 110 Upland Square Drive
Stowe
PA
19464
4
Carmike Pottsgrove 12
P.O. Box 3151 110 Upland Square Drive
Stowe
PA
19464
5
Carmike Pottsgrove 12
P.O. Box 3151 110 Upland Square Drive
Stowe
PA
19464
6
Carmike Pottsgrove 12
P.O. Box 3151 110 Upland Square Drive
Stowe
PA
19464
7
Carmike Pottsgrove 12
P.O. Box 3151 110 Upland Square Drive
Stowe
PA
19464
8
Carmike Pottsgrove 12
P.O. Box 3151 110 Upland Square Drive
Stowe
PA
19464
9
Carmike Pottsgrove 12
P.O. Box 3151 110 Upland Square Drive
Stowe
PA
19464
10
Carmike Pottsgrove 12
P.O. Box 3151 110 Upland Square Drive
Stowe
PA
19464
11
Carmike Pottsgrove 12
P.O. Box 3151 110 Upland Square Drive
Stowe
PA
19464
12
Carmike Promenade 12
2349 Cobbs Ford Road
Prattville
AL
36066
1
Carmike Promenade 12
2349 Cobbs Ford Road
Prattville
AL
36066
2
Carmike Promenade 12
2349 Cobbs Ford Road
Prattville
AL
36066
3
Carmike Promenade 12
2349 Cobbs Ford Road
Prattville
AL
36066
4
Carmike Promenade 12
2349 Cobbs Ford Road
Prattville
AL
36066
5
Carmike Promenade 12
2349 Cobbs Ford Road
Prattville
AL
36066
6
Carmike Promenade 12
2349 Cobbs Ford Road
Prattville
AL
36066
7
Carmike Promenade 12
2349 Cobbs Ford Road
Prattville
AL
36066
8
Carmike Promenade 12
2349 Cobbs Ford Road
Prattville
AL
36066
9
Carmike Promenade 12
2349 Cobbs Ford Road
Prattville
AL
36066
10
Carmike Promenade 12
2349 Cobbs Ford Road
Prattville
AL
36066
11
Carmike Promenade 12
2349 Cobbs Ford Road
Prattville
AL
36066
12
Carmike Promenade 16
2805 Center Valley Parkway
Center Valley
PA
18034
1
Carmike Promenade 16
2805 Center Valley Parkway
Center Valley
PA
18034
2
Carmike Promenade 16
2805 Center Valley Parkway
Center Valley
PA
18034
3
Carmike Promenade 16
2805 Center Valley Parkway
Center Valley
PA
18034
5
Carmike Promenade 16
2805 Center Valley Parkway
Center Valley
PA
18034
6
Carmike Promenade 16
2805 Center Valley Parkway
Center Valley
PA
18034
7
Carmike Promenade 16
2805 Center Valley Parkway
Center Valley
PA
18034
8
Carmike Promenade 16
2805 Center Valley Parkway
Center Valley
PA
18034
9
Carmike Promenade 16
2805 Center Valley Parkway
Center Valley
PA
18034
10
Carmike Promenade 16
2805 Center Valley Parkway
Center Valley
PA
18034
11
Carmike Promenade 16
2805 Center Valley Parkway
Center Valley
PA
18034
12
Carmike Promenade 16
2805 Center Valley Parkway
Center Valley
PA
18034
13
Carmike Promenade 16
2805 Center Valley Parkway
Center Valley
PA
18034
14
Carmike Promenade 16
2805 Center Valley Parkway
Center Valley
PA
18034
15
Carmike Promenade 16
2805 Center Valley Parkway
Center Valley
PA
18034
16
Carmike Regency Square 12
301 Cox Creek Hwy.
Florence
AL
35630
1
Carmike Regency Square 12
301 Cox Creek Hwy.
Florence
AL
35630
2
Carmike Regency Square 12
301 Cox Creek Hwy.
Florence
AL
35630
3
Carmike Regency Square 12
301 Cox Creek Hwy.
Florence
AL
35630
4
Carmike Regency Square 12
301 Cox Creek Hwy.
Florence
AL
35630
5
Carmike Regency Square 12
301 Cox Creek Hwy.
Florence
AL
35630
6
Carmike Regency Square 12
301 Cox Creek Hwy.
Florence
AL
35630
7
Carmike Regency Square 12
301 Cox Creek Hwy.
Florence
AL
35630
8
Carmike Regency Square 12
301 Cox Creek Hwy.
Florence
AL
35630
9
Carmike Regency Square 12
301 Cox Creek Hwy.
Florence
AL
35630
10
Carmike Regency Square 12
301 Cox Creek Hwy.
Florence
AL
35630
11
Carmike Regency Square 12
301 Cox Creek Hwy.
Florence
AL
35630
12
Carmike Ritz 15
3217 South Decker Lake Drive
West Valley City
UT
84119-3284
1
Carmike Ritz 15
3217 South Decker Lake Drive
West Valley City
UT
84119-3284
2
Carmike Ritz 15
3217 South Decker Lake Drive
West Valley City
UT
84119-3284
3
Carmike Ritz 15
3217 South Decker Lake Drive
West Valley City
UT
84119-3284
4
Carmike Ritz 15
3217 South Decker Lake Drive
West Valley City
UT
84119-3284
5
Carmike Ritz 15
3217 South Decker Lake Drive
West Valley City
UT
84119-3284
6
Carmike Ritz 15
3217 South Decker Lake Drive
West Valley City
UT
84119-3284
7
Carmike Ritz 15
3217 South Decker Lake Drive
West Valley City
UT
84119-3284
8
Carmike Ritz 15
3217 South Decker Lake Drive
West Valley City
UT
84119-3284
9
Carmike Ritz 15
3217 South Decker Lake Drive
West Valley City
UT
84119-3284
10
Carmike Ritz 15
3217 South Decker Lake Drive
West Valley City
UT
84119-3284
11
Carmike Ritz 15
3217 South Decker Lake Drive
West Valley City
UT
84119-3284
12
Carmike Ritz 15
3217 South Decker Lake Drive
West Valley City
UT
84119-3284
13
Carmike Ritz 15
3217 South Decker Lake Drive
West Valley City
UT
84119-3284
14
Carmike Ritz 15
3217 South Decker Lake Drive
West Valley City
UT
84119-3284
15
Carmike Rivergate 8
800 Rivergate Parkway
Goodlettesville
TN
37072
1
Carmike Rivergate 8
800 Rivergate Parkway
Goodlettesville
TN
37072
2
Carmike Rivergate 8
800 Rivergate Parkway
Goodlettesville
TN
37072
3
Carmike Rivergate 8
800 Rivergate Parkway
Goodlettesville
TN
37072
4
Carmike Rivergate 8
800 Rivergate Parkway
Goodlettesville
TN
37072
5
Carmike Rivergate 8
800 Rivergate Parkway
Goodlettesville
TN
37072
6
Carmike Rivergate 8
800 Rivergate Parkway
Goodlettesville
TN
37072
7
Carmike Rivergate 8
800 Rivergate Parkway
Goodlettesville
TN
37072
8
Carmike Riverstone 15
5 Reinshardt College Pkwy.
Canton
GA
30114
1
Carmike Riverstone 15
5 Reinshardt College Pkwy.
Canton
GA
30114
2
Carmike Riverstone 15
5 Reinshardt College Pkwy.
Canton
GA
30114
3
Carmike Riverstone 15
5 Reinshardt College Pkwy.
Canton
GA
30114
4
Carmike Riverstone 15
5 Reinshardt College Pkwy.
Canton
GA
30114
5
Carmike Riverstone 15
5 Reinshardt College Pkwy.
Canton
GA
30114
6
Carmike Riverstone 15
5 Reinshardt College Pkwy.
Canton
GA
30114
7
Carmike Riverstone 15
5 Reinshardt College Pkwy.
Canton
GA
30114
8
Carmike Riverstone 15
5 Reinshardt College Pkwy.
Canton
GA
30114
9
Carmike Riverstone 15
5 Reinshardt College Pkwy.
Canton
GA
30114
10
Carmike Riverstone 15
5 Reinshardt College Pkwy.
Canton
GA
30114
11
Carmike Riverstone 15
5 Reinshardt College Pkwy.
Canton
GA
30114
12
Carmike Riverstone 15
5 Reinshardt College Pkwy.
Canton
GA
30114
13
Carmike Riverstone 15
5 Reinshardt College Pkwy.
Canton
GA
30114
14
Carmike Riverstone 15
5 Reinshardt College Pkwy.
Canton
GA
30114
15
Carmike Royal 10-Marquette
1351 O'Dovero Dr.
Marquette
MI
49855
1
Carmike Royal 10-Marquette
1351 O'Dovero Dr.
Marquette
MI
49855
2
Carmike Royal 10-Marquette
1351 O'Dovero Dr.
Marquette
MI
49855
3
Carmike Royal 10-Marquette
1351 O'Dovero Dr.
Marquette
MI
49855
4
Carmike Royal 10-Marquette
1351 O'Dovero Dr.
Marquette
MI
49855
5
Carmike Royal 10-Marquette
1351 O'Dovero Dr.
Marquette
MI
49855
6
Carmike Royal 10-Marquette
1351 O'Dovero Dr.
Marquette
MI
49855
7
Carmike Royal 10-Marquette
1351 O'Dovero Dr.
Marquette
MI
49855
8
Carmike Royal 10-Marquette
1351 O'Dovero Dr.
Marquette
MI
49855
9
Carmike Royal 10-Marquette
1351 O'Dovero Dr.
Marquette
MI
49855
10
Carmike Royal Knight 3
101 S. Second St.
Alpena
MI
49707
1
Carmike Royal Knight 3
101 S. Second St.
Alpena
MI
49707
2
Carmike Royal Knight 3
101 S. Second St.
Alpena
MI
49707
3
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
1
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
2
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
3
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
4
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
5
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
6
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
7
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
8
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
9
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
10
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
11
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
12
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
13
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
14
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
15
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
16
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
17
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
18
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
19
Carmike Royal Palm 20
5215 26th Street East
Bradenton
FL
34203-4342
20
Carmike Rushmore 7
350 E. Disk Drive
Rapid City
SD
57701
1
Carmike Rushmore 7
350 E. Disk Drive
Rapid City
SD
57701
2
Carmike Rushmore 7
350 E. Disk Drive
Rapid City
SD
57701
3
Carmike Rushmore 7
350 E. Disk Drive
Rapid City
SD
57701
4
Carmike Rushmore 7
350 E. Disk Drive
Rapid City
SD
57701
5
Carmike Rushmore 7
350 E. Disk Drive
Rapid City
SD
57701
6
Carmike Rushmore 7
350 E. Disk Drive
Rapid City
SD
57701
7
Carmike Salem Valley 8
1700 Apperson Drive
Salem
VA
24153-7215
1
Carmike Salem Valley 8
1700 Apperson Drive
Salem
VA
24153-7215
2
Carmike Salem Valley 8
1700 Apperson Drive
Salem
VA
24153-7215
3
Carmike Salem Valley 8
1700 Apperson Drive
Salem
VA
24153-7215
4
Carmike Salem Valley 8
1700 Apperson Drive
Salem
VA
24153-7215
5
Carmike Salem Valley 8
1700 Apperson Drive
Salem
VA
24153-7215
6
Carmike Salem Valley 8
1700 Apperson Drive
Salem
VA
24153-7215
7
Carmike Salem Valley 8
1700 Apperson Drive
Salem
VA
24153-7215
8
Carmike Sauk Valley 8
4110 E. 30th St.
Sterling
IL
61081
1
Carmike Sauk Valley 8
4110 E. 30th St.
Sterling
IL
61081
2
Carmike Sauk Valley 8
4110 E. 30th St.
Sterling
IL
61081
3
Carmike Sauk Valley 8
4110 E. 30th St.
Sterling
IL
61081
4
Carmike Sauk Valley 8
4110 E. 30th St.
Sterling
IL
61081
5
Carmike Sauk Valley 8
4110 E. 30th St.
Sterling
IL
61081
6
Carmike Sauk Valley 8
4110 E. 30th St.
Sterling
IL
61081
7
Carmike Sauk Valley 8
4110 E. 30th St.
Sterling
IL
61081
8
Carmike Seth Childs 12
2610 Farm Bureau
Manhattan
KS
66502
1
Carmike Seth Childs 12
2610 Farm Bureau
Manhattan
KS
66502
2
Carmike Seth Childs 12
2610 Farm Bureau
Manhattan
KS
66502
3
Carmike Seth Childs 12
2610 Farm Bureau
Manhattan
KS
66502
4
Carmike Seth Childs 12
2610 Farm Bureau
Manhattan
KS
66502
5
Carmike Seth Childs 12
2610 Farm Bureau
Manhattan
KS
66502
6
Carmike Seth Childs 12
2610 Farm Bureau
Manhattan
KS
66502
7
Carmike Seth Childs 12
2610 Farm Bureau
Manhattan
KS
66502
8
Carmike Seth Childs 12
2610 Farm Bureau
Manhattan
KS
66502
9
Carmike Seth Childs 12
2610 Farm Bureau
Manhattan
KS
66502
10
Carmike Seth Childs 12
2610 Farm Bureau
Manhattan
KS
66502
11
Carmike Seth Childs 12
2610 Farm Bureau
Manhattan
KS
66502
12
Carmike Shiloh 14
1001 Shiloh Crossing Blvd.
Billings
MT
59102
1
Carmike Shiloh 14
1001 Shiloh Crossing Blvd.
Billings
MT
59102
2
Carmike Shiloh 14
1001 Shiloh Crossing Blvd.
Billings
MT
59102
3
Carmike Shiloh 14
1001 Shiloh Crossing Blvd.
Billings
MT
59102
4
Carmike Shiloh 14
1001 Shiloh Crossing Blvd.
Billings
MT
59102
5
Carmike Shiloh 14
1001 Shiloh Crossing Blvd.
Billings
MT
59102
6
Carmike Shiloh 14
1001 Shiloh Crossing Blvd.
Billings
MT
59102
7
Carmike Shiloh 14
1001 Shiloh Crossing Blvd.
Billings
MT
59102
8
Carmike Shiloh 14
1001 Shiloh Crossing Blvd.
Billings
MT
59102
9
Carmike Shiloh 14
1001 Shiloh Crossing Blvd.
Billings
MT
59102
10
Carmike Shiloh 14
1001 Shiloh Crossing Blvd.
Billings
MT
59102
11
Carmike Shiloh 14
1001 Shiloh Crossing Blvd.
Billings
MT
59102
12
Carmike Shiloh 14
1001 Shiloh Crossing Blvd.
Billings
MT
59102
13
Carmike Shiloh 14
1001 Shiloh Crossing Blvd.
Billings
MT
59102
14
Carmike Sikes 10
238 Sikes Center
Wichita Falls
TX
76308
1
Carmike Sikes 10
238 Sikes Center
Wichita Falls
TX
76308
2
Carmike Sikes 10
238 Sikes Center
Wichita Falls
TX
76308
3
Carmike Sikes 10
238 Sikes Center
Wichita Falls
TX
76308
4
Carmike Sikes 10
238 Sikes Center
Wichita Falls
TX
76308
5
Carmike Sikes 10
238 Sikes Center
Wichita Falls
TX
76308
6
Carmike Sikes 10
238 Sikes Center
Wichita Falls
TX
76308
7
Carmike Sikes 10
238 Sikes Center
Wichita Falls
TX
76308
8
Carmike Sikes 10
238 Sikes Center
Wichita Falls
TX
76308
9
Carmike Sikes 10
238 Sikes Center
Wichita Falls
TX
76308
10
Carmike Southern Hills 12
4400 Sergeant Rd.
Sioux City
IA
51106
1
Carmike Southern Hills 12
4400 Sergeant Rd.
Sioux City
IA
51106
2
Carmike Southern Hills 12
4400 Sergeant Rd.
Sioux City
IA
51106
3
Carmike Southern Hills 12
4400 Sergeant Rd.
Sioux City
IA
51106
4
Carmike Southern Hills 12
4400 Sergeant Rd.
Sioux City
IA
51106
5
Carmike Southern Hills 12
4400 Sergeant Rd.
Sioux City
IA
51106
6
Carmike Southern Hills 12
4400 Sergeant Rd.
Sioux City
IA
51106
7
Carmike Southern Hills 12
4400 Sergeant Rd.
Sioux City
IA
51106
8
Carmike Southern Hills 12
4400 Sergeant Rd.
Sioux City
IA
51106
9
Carmike Southern Hills 12
4400 Sergeant Rd.
Sioux City
IA
51106
10
Carmike Southern Hills 12
4400 Sergeant Rd.
Sioux City
IA
51106
11
Carmike Southern Hills 12
4400 Sergeant Rd.
Sioux City
IA
51106
12
Carmike Southland 9
629 Clairton Blvd.
Pleasant Hills
PA
15236-3811
1
Carmike Southland 9
629 Clairton Blvd.
Pleasant Hills
PA
15236-3811
2
Carmike Southland 9
629 Clairton Blvd.
Pleasant Hills
PA
15236-3811
3
Carmike Southland 9
629 Clairton Blvd.
Pleasant Hills
PA
15236-3811
4
Carmike Southland 9
629 Clairton Blvd.
Pleasant Hills
PA
15236-3811
5
Carmike Southland 9
629 Clairton Blvd.
Pleasant Hills
PA
15236-3811
6
Carmike Southland 9
629 Clairton Blvd.
Pleasant Hills
PA
15236-3811
7
Carmike Southland 9
629 Clairton Blvd.
Pleasant Hills
PA
15236-3811
8
Carmike Southland 9
629 Clairton Blvd.
Pleasant Hills
PA
15236-3811
9
Carmike Southridge 12
6720 S. E. 14th Avenue
Des Moines
IA
50320-1844
1
Carmike Southridge 12
6720 S. E. 14th Avenue
Des Moines
IA
50320-1844
2
Carmike Southridge 12
6720 S. E. 14th Avenue
Des Moines
IA
50320-1844
3
Carmike Southridge 12
6720 S. E. 14th Avenue
Des Moines
IA
50320-1844
4
Carmike Southridge 12
6720 S. E. 14th Avenue
Des Moines
IA
50320-1844
5
Carmike Southridge 12
6720 S. E. 14th Avenue
Des Moines
IA
50320-1844
6
Carmike Southridge 12
6720 S. E. 14th Avenue
Des Moines
IA
50320-1844
7
Carmike Southridge 12
6720 S. E. 14th Avenue
Des Moines
IA
50320-1844
8
Carmike Southridge 12
6720 S. E. 14th Avenue
Des Moines
IA
50320-1844
9
Carmike Southridge 12
6720 S. E. 14th Avenue
Des Moines
IA
50320-1844
10
Carmike Southridge 12
6720 S. E. 14th Avenue
Des Moines
IA
50320-1844
11
Carmike Southridge 12
6720 S. E. 14th Avenue
Des Moines
IA
50320-1844
12
Carmike State 3-Alpena
206 N. Second St.
Alpena
MI
49707
1
Carmike State 3-Alpena
206 N. Second St.
Alpena
MI
49707
2
Carmike State 3-Alpena
206 N. Second St.
Alpena
MI
49707
3
Carmike Strand 10
2360 S.Mount Zion Road
Decatur
IL
62521
1
Carmike Strand 10
2360 S.Mount Zion Road
Decatur
IL
62521
2
Carmike Strand 10
2360 S.Mount Zion Road
Decatur
IL
62521
3
Carmike Strand 10
2360 S.Mount Zion Road
Decatur
IL
62521
4
Carmike Strand 10
2360 S.Mount Zion Road
Decatur
IL
62521
5
Carmike Strand 10
2360 S.Mount Zion Road
Decatur
IL
62521
6
Carmike Strand 10
2360 S.Mount Zion Road
Decatur
IL
62521
7
Carmike Strand 10
2360 S.Mount Zion Road
Decatur
IL
62521
8
Carmike Strand 10
2360 S.Mount Zion Road
Decatur
IL
62521
9
Carmike Strand 10
2360 S.Mount Zion Road
Decatur
IL
62521
10
Carmike Sugar Creek 10
#10 Sugar Creek Center
Bella Vista
AR
72714-3507
1
Carmike Sugar Creek 10
#10 Sugar Creek Center
Bella Vista
AR
72714-3507
2
Carmike Sugar Creek 10
#10 Sugar Creek Center
Bella Vista
AR
72714-3507
3
Carmike Sugar Creek 10
#10 Sugar Creek Center
Bella Vista
AR
72714-3507
4
Carmike Sugar Creek 10
#10 Sugar Creek Center
Bella Vista
AR
72714-3507
5
Carmike Sugar Creek 10
#10 Sugar Creek Center
Bella Vista
AR
72714-3507
6
Carmike Sugar Creek 10
#10 Sugar Creek Center
Bella Vista
AR
72714-3507
7
Carmike Sugar Creek 10
#10 Sugar Creek Center
Bella Vista
AR
72714-3507
8
Carmike Sugar Creek 10
#10 Sugar Creek Center
Bella Vista
AR
72714-3507
9
Carmike Sugar Creek 10
#10 Sugar Creek Center
Bella Vista
AR
72714-3507
10
Carmike Summit 16
321 Summit Blvd.
Birmingham
AL
35243-3132
1
Carmike Summit 16
321 Summit Blvd.
Birmingham
AL
35243-3132
2
Carmike Summit 16
321 Summit Blvd.
Birmingham
AL
35243-3132
3
Carmike Summit 16
321 Summit Blvd.
Birmingham
AL
35243-3132
4
Carmike Summit 16
321 Summit Blvd.
Birmingham
AL
35243-3132
5
Carmike Summit 16
321 Summit Blvd.
Birmingham
AL
35243-3132
6
Carmike Summit 16
321 Summit Blvd.
Birmingham
AL
35243-3132
7
Carmike Summit 16
321 Summit Blvd.
Birmingham
AL
35243-3132
8
Carmike Summit 16
321 Summit Blvd.
Birmingham
AL
35243-3132
9
Carmike Summit 16
321 Summit Blvd.
Birmingham
AL
35243-3132
10
Carmike Summit 16
321 Summit Blvd.
Birmingham
AL
35243-3132
11
Carmike Summit 16
321 Summit Blvd.
Birmingham
AL
35243-3132
12
Carmike Summit 16
321 Summit Blvd.
Birmingham
AL
35243-3132
13
Carmike Summit 16
321 Summit Blvd.
Birmingham
AL
35243-3132
14
Carmike Summit 16
321 Summit Blvd.
Birmingham
AL
35243-3132
15
Carmike Summit 16
321 Summit Blvd.
Birmingham
AL
35243-3132
16
Carmike Sunnyland 10
40 Sunnyland Plaza
Washington
IL
61571
1
Carmike Sunnyland 10
40 Sunnyland Plaza
Washington
IL
61571
2
Carmike Sunnyland 10
40 Sunnyland Plaza
Washington
IL
61571
3
Carmike Sunnyland 10
40 Sunnyland Plaza
Washington
IL
61571
4
Carmike Sunnyland 10
40 Sunnyland Plaza
Washington
IL
61571
5
Carmike Sunnyland 10
40 Sunnyland Plaza
Washington
IL
61571
6
Carmike Sunnyland 10
40 Sunnyland Plaza
Washington
IL
61571
7
Carmike Sunnyland 10
40 Sunnyland Plaza
Washington
IL
61571
8
Carmike Sunnyland 10
40 Sunnyland Plaza
Washington
IL
61571
9
Carmike Sunnyland 10
40 Sunnyland Plaza
Washington
IL
61571
10
Carmike The Patriot 12
1000 Kalli Drive
Jacksonville
NC
28546-7057
1
Carmike The Patriot 12
1000 Kalli Drive
Jacksonville
NC
28546-7057
2
Carmike The Patriot 12
1000 Kalli Drive
Jacksonville
NC
28546-7057
3
Carmike The Patriot 12
1000 Kalli Drive
Jacksonville
NC
28546-7057
4
Carmike The Patriot 12
1000 Kalli Drive
Jacksonville
NC
28546-7057
5
Carmike The Patriot 12
1000 Kalli Drive
Jacksonville
NC
28546-7057
6
Carmike The Patriot 12
1000 Kalli Drive
Jacksonville
NC
28546-7057
7
Carmike The Patriot 12
1000 Kalli Drive
Jacksonville
NC
28546-7057
8
Carmike The Patriot 12
1000 Kalli Drive
Jacksonville
NC
28546-7057
9
Carmike The Patriot 12
1000 Kalli Drive
Jacksonville
NC
28546-7057
10
Carmike The Patriot 12
1000 Kalli Drive
Jacksonville
NC
28546-7057
11
Carmike The Patriot 12
1000 Kalli Drive
Jacksonville
NC
28546-7057
12
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
1
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
2
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
3
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
4
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
5
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
6
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
7
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
8
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
9
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
10
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
11
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
12
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
13
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
14
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
15
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
16
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
17
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
18
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
19
Carmike Thoroughbred 20
633 Frazier Drive
Franklin
TN
37067-8267
20
Carmike Towne Crossing 8
925 West Andrew Johnson Highway
Greeneville
TN
37745
1
Carmike Towne Crossing 8
925 West Andrew Johnson Highway
Greeneville
TN
37745
2
Carmike Towne Crossing 8
925 West Andrew Johnson Highway
Greeneville
TN
37745
3
Carmike Towne Crossing 8
925 West Andrew Johnson Highway
Greeneville
TN
37745
4
Carmike Towne Crossing 8
925 West Andrew Johnson Highway
Greeneville
TN
37745
5
Carmike Towne Crossing 8
925 West Andrew Johnson Highway
Greeneville
TN
37745
6
Carmike Towne Crossing 8
925 West Andrew Johnson Highway
Greeneville
TN
37745
7
Carmike Towne Crossing 8
925 West Andrew Johnson Highway
Greeneville
TN
37745
8
Carmike Twin-Artesia
418 West Main
Artesia
NM
88210-2031
1
Carmike Twin-Artesia
418 West Main
Artesia
NM
88210-2031
2
Carmike Twin-Hartsville
118 West Carolina
Hartsville
SC
29550-4216
1
Carmike Twin-Hartsville
118 West Carolina
Hartsville
SC
29550-4216
2
Carmike Valley Bend 18
1485 Four Mile Road, SE
Huntsville
AL
35802
1
Carmike Valley Bend 18
1485 Four Mile Road, SE
Huntsville
AL
35802
2
Carmike Valley Bend 18
1485 Four Mile Road, SE
Huntsville
AL
35802
3
Carmike Valley Bend 18
1485 Four Mile Road, SE
Huntsville
AL
35802
4
Carmike Valley Bend 18
1485 Four Mile Road, SE
Huntsville
AL
35802
5
Carmike Valley Bend 18
1485 Four Mile Road, SE
Huntsville
AL
35802
6
Carmike Valley Bend 18
1485 Four Mile Road, SE
Huntsville
AL
35802
7
Carmike Valley Bend 18
1485 Four Mile Road, SE
Huntsville
AL
35802
9
Carmike Valley Bend 18
1485 Four Mile Road, SE
Huntsville
AL
35802
10
Carmike Valley Bend 18
1485 Four Mile Road, SE
Huntsville
AL
35802
11
Carmike Valley Bend 18
1485 Four Mile Road, SE
Huntsville
AL
35802
12
Carmike Valley Bend 18
1485 Four Mile Road, SE
Huntsville
AL
35802
13
Carmike Valley Bend 18
1485 Four Mile Road, SE
Huntsville
AL
35802
14
Carmike Valley Bend 18
1485 Four Mile Road, SE
Huntsville
AL
35802
15
Carmike Valley Bend 18
1485 Four Mile Road, SE
Huntsville
AL
35802
16
Carmike Valley Bend 18
1485 Four Mile Road, SE
Huntsville
AL
35802
17
Carmike Valley Bend 18
1485 Four Mile Road, SE
Huntsville
AL
35802
18
Carmike Valley Square 6
4400 Hwy. 16
La Crosse
WI
54603
1
Carmike Valley Square 6
4400 Hwy. 16
La Crosse
WI
54603
2
Carmike Valley Square 6
4400 Hwy. 16
La Crosse
WI
54603
3
Carmike Valley Square 6
4400 Hwy. 16
La Crosse
WI
54603
4
Carmike Valley Square 6
4400 Hwy. 16
La Crosse
WI
54603
5
Carmike Valley Square 6
4400 Hwy. 16
La Crosse
WI
54603
6
Carmike Varsity 10
1098 West 3 Mile Rd.
Sault Ste. Marie
MI
49783
1
Carmike Varsity 10
1098 West 3 Mile Rd.
Sault Ste. Marie
MI
49783
2
Carmike Varsity 10
1098 West 3 Mile Rd.
Sault Ste. Marie
MI
49783
3
Carmike Varsity 10
1098 West 3 Mile Rd.
Sault Ste. Marie
MI
49783
4
Carmike Varsity 10
1098 West 3 Mile Rd.
Sault Ste. Marie
MI
49783
5
Carmike Varsity 10
1098 West 3 Mile Rd.
Sault Ste. Marie
MI
49783
6
Carmike Varsity 10
1098 West 3 Mile Rd.
Sault Ste. Marie
MI
49783
7
Carmike Varsity 10
1098 West 3 Mile Rd.
Sault Ste. Marie
MI
49783
8
Carmike Varsity 10
1098 West 3 Mile Rd.
Sault Ste. Marie
MI
49783
9
Carmike Varsity 10
1098 West 3 Mile Rd.
Sault Ste. Marie
MI
49783
10
Carmike Vestavia Hills 10
1911 Kentucky Ave.
Vestavia Hills
AL
35216
1
Carmike Vestavia Hills 10
1911 Kentucky Ave.
Vestavia Hills
AL
35216
2
Carmike Vestavia Hills 10
1911 Kentucky Ave.
Vestavia Hills
AL
35216
3
Carmike Vestavia Hills 10
1911 Kentucky Ave.
Vestavia Hills
AL
35216
4
Carmike Vestavia Hills 10
1911 Kentucky Ave.
Vestavia Hills
AL
35216
5
Carmike Vestavia Hills 10
1911 Kentucky Ave.
Vestavia Hills
AL
35216
6
Carmike Vestavia Hills 10
1911 Kentucky Ave.
Vestavia Hills
AL
35216
7
Carmike Vestavia Hills 10
1911 Kentucky Ave.
Vestavia Hills
AL
35216
8
Carmike Vestavia Hills 10
1911 Kentucky Ave.
Vestavia Hills
AL
35216
9
Carmike Vestavia Hills 10
1911 Kentucky Ave.
Vestavia Hills
AL
35216
10
Carmike Village 5-Mountain Home
729 E. Hwy 62
Mountain Home
AR
72653-3209
1
Carmike Village 5-Mountain Home
729 E. Hwy 62
Mountain Home
AR
72653-3209
2
Carmike Village 5-Mountain Home
729 E. Hwy 62
Mountain Home
AR
72653-3209
3
Carmike Village 5-Mountain Home
729 E. Hwy 62
Mountain Home
AR
72653-3209
4
Carmike Village 5-Mountain Home
729 E. Hwy 62
Mountain Home
AR
72653-3209
5
Carmike Village 6-Missoula
3804 S. Reserve
Missoula
MT
59801-7323
1
Carmike Village 6-Missoula
3804 S. Reserve
Missoula
MT
59801-7323
2
Carmike Village 6-Missoula
3804 S. Reserve
Missoula
MT
59801-7323
3
Carmike Village 6-Missoula
3804 S. Reserve
Missoula
MT
59801-7323
4
Carmike Village 6-Missoula
3804 S. Reserve
Missoula
MT
59801-7323
5
Carmike Village 6-Missoula
3804 S. Reserve
Missoula
MT
59801-7323
6
Carmike Westgate 2
1966 Morgantown Blvd. SW
Lenoir
NC
28633
1
Carmike Westgate 2
1966 Morgantown Blvd. SW
Lenoir
NC
28633
2
Carmike Wharf 15
23151 Wharf Lane
Orange Beach
AL
36561
1
Carmike Wharf 15
23151 Wharf Lane
Orange Beach
AL
36561
2
Carmike Wharf 15
23151 Wharf Lane
Orange Beach
AL
36561
3
Carmike Wharf 15
23151 Wharf Lane
Orange Beach
AL
36561
4
Carmike Wharf 15
23151 Wharf Lane
Orange Beach
AL
36561
5
Carmike Wharf 15
23151 Wharf Lane
Orange Beach
AL
36561
6
Carmike Wharf 15
23151 Wharf Lane
Orange Beach
AL
36561
7
Carmike Wharf 15
23151 Wharf Lane
Orange Beach
AL
36561
8
Carmike Wharf 15
23151 Wharf Lane
Orange Beach
AL
36561
9
Carmike Wharf 15
23151 Wharf Lane
Orange Beach
AL
36561
10
Carmike Wharf 15
23151 Wharf Lane
Orange Beach
AL
36561
11
Carmike Wharf 15
23151 Wharf Lane
Orange Beach
AL
36561
12
Carmike Wharf 15
23151 Wharf Lane
Orange Beach
AL
36561
13
Carmike Wharf 15
23151 Wharf Lane
Orange Beach
AL
36561
14
Carmike Wharf 15
23151 Wharf Lane
Orange Beach
AL
36561
15
Carmike Wynnsong 10-Billings
2456 Central Ave.
Billings
MT
59102-4659
1
Carmike Wynnsong 10-Billings
2456 Central Ave.
Billings
MT
59102-4659
2
Carmike Wynnsong 10-Billings
2456 Central Ave.
Billings
MT
59102-4659
3
Carmike Wynnsong 10-Billings
2456 Central Ave.
Billings
MT
59102-4659
4
Carmike Wynnsong 10-Billings
2456 Central Ave.
Billings
MT
59102-4659
5
Carmike Wynnsong 10-Billings
2456 Central Ave.
Billings
MT
59102-4659
6
Carmike Wynnsong 10-Billings
2456 Central Ave.
Billings
MT
59102-4659
7
Carmike Wynnsong 10-Billings
2456 Central Ave.
Billings
MT
59102-4659
8
Carmike Wynnsong 10-Billings
2456 Central Ave.
Billings
MT
59102-4659
9
Carmike Wynnsong 10-Billings
2456 Central Ave.
Billings
MT
59102-4659
10
Carmike Wynnsong 10-Chattanooga
2210 Gunbarrel Rd. P.O. Box 28061
Chattanooga
TN
37421-2609
1
Carmike Wynnsong 10-Chattanooga
2210 Gunbarrel Rd. P.O. Box 28061
Chattanooga
TN
37421-2609
2
Carmike Wynnsong 10-Chattanooga
2210 Gunbarrel Rd. P.O. Box 28061
Chattanooga
TN
37421-2609
3
Carmike Wynnsong 10-Chattanooga
2210 Gunbarrel Rd. P.O. Box 28061
Chattanooga
TN
37421-2609
4
Carmike Wynnsong 10-Chattanooga
2210 Gunbarrel Rd. P.O. Box 28061
Chattanooga
TN
37421-2609
5
Carmike Wynnsong 10-Chattanooga
2210 Gunbarrel Rd. P.O. Box 28061
Chattanooga
TN
37421-2609
6
Carmike Wynnsong 10-Chattanooga
2210 Gunbarrel Rd. P.O. Box 28061
Chattanooga
TN
37421-2609
7
Carmike Wynnsong 10-Chattanooga
2210 Gunbarrel Rd. P.O. Box 28061
Chattanooga
TN
37421-2609
8
Carmike Wynnsong 10-Chattanooga
2210 Gunbarrel Rd. P.O. Box 28061
Chattanooga
TN
37421-2609
9
Carmike Wynnsong 10-Chattanooga
2210 Gunbarrel Rd. P.O. Box 28061
Chattanooga
TN
37421-2609
10
Carmike Wynnsong 10-Columbia
5320 Forest Drive P.O. Box 6855
Columbia
SC
29206-4976
1
Carmike Wynnsong 10-Columbia
5320 Forest Drive P.O. Box 6855
Columbia
SC
29206-4976
2
Carmike Wynnsong 10-Columbia
5320 Forest Drive P.O. Box 6855
Columbia
SC
29206-4976
3
Carmike Wynnsong 10-Columbia
5320 Forest Drive P.O. Box 6855
Columbia
SC
29206-4976
4
Carmike Wynnsong 10-Columbia
5320 Forest Drive P.O. Box 6855
Columbia
SC
29206-4976
5
Carmike Wynnsong 10-Columbia
5320 Forest Drive P.O. Box 6855
Columbia
SC
29206-4976
6
Carmike Wynnsong 10-Columbia
5320 Forest Drive P.O. Box 6855
Columbia
SC
29206-4976
7
Carmike Wynnsong 10-Columbia
5320 Forest Drive P.O. Box 6855
Columbia
SC
29206-4976
8
Carmike Wynnsong 10-Columbia
5320 Forest Drive P.O. Box 6855
Columbia
SC
29206-4976
9
Carmike Wynnsong 10-Columbia
5320 Forest Drive P.O. Box 6855
Columbia
SC
29206-4976
10
Carmike Wynnsong 10-Fort Benning
7290 Ingersoll St. Bldg 1687
Fort Benning
GA
31905-2680
1
Carmike Wynnsong 10-Fort Benning
7290 Ingersoll St. Bldg 1687
Fort Benning
GA
31905-2680
2
Carmike Wynnsong 10-Fort Benning
7290 Ingersoll St. Bldg 1687
Fort Benning
GA
31905-2680
3
Carmike Wynnsong 10-Fort Benning
7290 Ingersoll St. Bldg 1687
Fort Benning
GA
31905-2680
4
Carmike Wynnsong 10-Fort Benning
7290 Ingersoll St. Bldg 1687
Fort Benning
GA
31905-2680
5
Carmike Wynnsong 10-Fort Benning
7290 Ingersoll St. Bldg 1687
Fort Benning
GA
31905-2680
6
Carmike Wynnsong 10-Fort Benning
7290 Ingersoll St. Bldg 1687
Fort Benning
GA
31905-2680
7
Carmike Wynnsong 10-Fort Benning
7290 Ingersoll St. Bldg 1687
Fort Benning
GA
31905-2680
8
Carmike Wynnsong 10-Fort Benning
7290 Ingersoll St. Bldg 1687
Fort Benning
GA
31905-2680
9
Carmike Wynnsong 10-Fort Benning
7290 Ingersoll St. Bldg 1687
Fort Benning
GA
31905-2680
10
Carmike Wynnsong 10-Madison
721 Myatte Drive
Madison
TN
37115
1
Carmike Wynnsong 10-Madison
721 Myatte Drive
Madison
TN
37115
2
Carmike Wynnsong 10-Madison
721 Myatte Drive
Madison
TN
37115
3
Carmike Wynnsong 10-Madison
721 Myatte Drive
Madison
TN
37115
4
Carmike Wynnsong 10-Madison
721 Myatte Drive
Madison
TN
37115
5
Carmike Wynnsong 10-Madison
721 Myatte Drive
Madison
TN
37115
6
Carmike Wynnsong 10-Madison
721 Myatte Drive
Madison
TN
37115
7
Carmike Wynnsong 10-Madison
721 Myatte Drive
Madison
TN
37115
8
Carmike Wynnsong 10-Madison
721 Myatte Drive
Madison
TN
37115
9
Carmike Wynnsong 10-Madison
721 Myatte Drive
Madison
TN
37115
10
Carmike Wynnsong 11-Savannah
1150 Shawnee St.
Savannah
GA
31419-1618
1
Carmike Wynnsong 11-Savannah
1150 Shawnee St.
Savannah
GA
31419-1618
2
Carmike Wynnsong 11-Savannah
1150 Shawnee St.
Savannah
GA
31419-1618
3
Carmike Wynnsong 11-Savannah
1150 Shawnee St.
Savannah
GA
31419-1618
4
Carmike Wynnsong 11-Savannah
1150 Shawnee St.
Savannah
GA
31419-1618
5
Carmike Wynnsong 11-Savannah
1150 Shawnee St.
Savannah
GA
31419-1618
6
Carmike Wynnsong 11-Savannah
1150 Shawnee St.
Savannah
GA
31419-1618
7
Carmike Wynnsong 11-Savannah
1150 Shawnee St.
Savannah
GA
31419-1618
8
Carmike Wynnsong 11-Savannah
1150 Shawnee St.
Savannah
GA
31419-1618
9
Carmike Wynnsong 11-Savannah
1150 Shawnee St.
Savannah
GA
31419-1618
10
Carmike Wynnsong 11-Savannah
1150 Shawnee St.
Savannah
GA
31419-1618
11
Carmike Wynnsong 12-Cedar Rapids
2435 Edgewood Rd. SW P.O. Box 10136
Cedar Rapids
IA
52405
1
Carmike Wynnsong 12-Cedar Rapids
2435 Edgewood Rd. SW P.O. Box 10136
Cedar Rapids
IA
52405
2
Carmike Wynnsong 12-Cedar Rapids
2435 Edgewood Rd. SW P.O. Box 10136
Cedar Rapids
IA
52405
3
Carmike Wynnsong 12-Cedar Rapids
2435 Edgewood Rd. SW P.O. Box 10136
Cedar Rapids
IA
52405
4
Carmike Wynnsong 12-Cedar Rapids
2435 Edgewood Rd. SW P.O. Box 10136
Cedar Rapids
IA
52405
5
Carmike Wynnsong 12-Cedar Rapids
2435 Edgewood Rd. SW P.O. Box 10136
Cedar Rapids
IA
52405
6
Carmike Wynnsong 12-Cedar Rapids
2435 Edgewood Rd. SW P.O. Box 10136
Cedar Rapids
IA
52405
7
Carmike Wynnsong 12-Cedar Rapids
2435 Edgewood Rd. SW P.O. Box 10136
Cedar Rapids
IA
52405
8
Carmike Wynnsong 12-Cedar Rapids
2435 Edgewood Rd. SW P.O. Box 10136
Cedar Rapids
IA
52405
9
Carmike Wynnsong 12-Cedar Rapids
2435 Edgewood Rd. SW P.O. Box 10136
Cedar Rapids
IA
52405
10
Carmike Wynnsong 12-Cedar Rapids
2435 Edgewood Rd. SW P.O. Box 10136
Cedar Rapids
IA
52405
11
Carmike Wynnsong 12-Cedar Rapids
2435 Edgewood Rd. SW P.O. Box 10136
Cedar Rapids
IA
52405
12
Carmike Wynnsong 12-Delmont
401 Vine St. Hollywood Square
Delmont
PA
15626-1687
1
Carmike Wynnsong 12-Delmont
401 Vine St. Hollywood Square
Delmont
PA
15626-1687
2
Carmike Wynnsong 12-Delmont
401 Vine St. Hollywood Square
Delmont
PA
15626-1687
3
Carmike Wynnsong 12-Delmont
401 Vine St. Hollywood Square
Delmont
PA
15626-1687
4
Carmike Wynnsong 12-Delmont
401 Vine St. Hollywood Square
Delmont
PA
15626-1687
5
Carmike Wynnsong 12-Delmont
401 Vine St. Hollywood Square
Delmont
PA
15626-1687
6
Carmike Wynnsong 12-Delmont
401 Vine St. Hollywood Square
Delmont
PA
15626-1687
7
Carmike Wynnsong 12-Delmont
401 Vine St. Hollywood Square
Delmont
PA
15626-1687
8
Carmike Wynnsong 12-Delmont
401 Vine St. Hollywood Square
Delmont
PA
15626-1687
9
Carmike Wynnsong 12-Delmont
401 Vine St. Hollywood Square
Delmont
PA
15626-1687
10
Carmike Wynnsong 12-Delmont
401 Vine St. Hollywood Square
Delmont
PA
15626-1687
11
Carmike Wynnsong 12-Delmont
401 Vine St. Hollywood Square
Delmont
PA
15626-1687
12
Carmike Wynnsong 12-Provo
4925 N. Edgewood Drive
Provo
UT
84604-5605
1
Carmike Wynnsong 12-Provo
4925 N. Edgewood Drive
Provo
UT
84604-5605
2
Carmike Wynnsong 12-Provo
4925 N. Edgewood Drive
Provo
UT
84604-5605
3
Carmike Wynnsong 12-Provo
4925 N. Edgewood Drive
Provo
UT
84604-5605
4
Carmike Wynnsong 12-Provo
4925 N. Edgewood Drive
Provo
UT
84604-5605
5
Carmike Wynnsong 12-Provo
4925 N. Edgewood Drive
Provo
UT
84604-5605
6
Carmike Wynnsong 12-Provo
4925 N. Edgewood Drive
Provo
UT
84604-5605
7
Carmike Wynnsong 12-Provo
4925 N. Edgewood Drive
Provo
UT
84604-5605
8
Carmike Wynnsong 12-Provo
4925 N. Edgewood Drive
Provo
UT
84604-5605
9
Carmike Wynnsong 12-Provo
4925 N. Edgewood Drive
Provo
UT
84604-5605
10
Carmike Wynnsong 12-Provo
4925 N. Edgewood Drive
Provo
UT
84604-5605
11
Carmike Wynnsong 12-Provo
4925 N. Edgewood Drive
Provo
UT
84604-5605
12
Carmike Wynnsong 12-Winston-Salem
1501 Hanes Mall Blvd.
Winston-Salem
NC
27103-1360
1
Carmike Wynnsong 12-Winston-Salem
1501 Hanes Mall Blvd.
Winston-Salem
NC
27103-1360
2
Carmike Wynnsong 12-Winston-Salem
1501 Hanes Mall Blvd.
Winston-Salem
NC
27103-1360
3
Carmike Wynnsong 12-Winston-Salem
1501 Hanes Mall Blvd.
Winston-Salem
NC
27103-1360
4
Carmike Wynnsong 12-Winston-Salem
1501 Hanes Mall Blvd.
Winston-Salem
NC
27103-1360
5
Carmike Wynnsong 12-Winston-Salem
1501 Hanes Mall Blvd.
Winston-Salem
NC
27103-1360
6
Carmike Wynnsong 12-Winston-Salem
1501 Hanes Mall Blvd.
Winston-Salem
NC
27103-1360
7
Carmike Wynnsong 12-Winston-Salem
1501 Hanes Mall Blvd.
Winston-Salem
NC
27103-1360
8
Carmike Wynnsong 12-Winston-Salem
1501 Hanes Mall Blvd.
Winston-Salem
NC
27103-1360
9
Carmike Wynnsong 12-Winston-Salem
1501 Hanes Mall Blvd.
Winston-Salem
NC
27103-1360
10
Carmike Wynnsong 12-Winston-Salem
1501 Hanes Mall Blvd.
Winston-Salem
NC
27103-1360
11
Carmike Wynnsong 12-Winston-Salem
1501 Hanes Mall Blvd.
Winston-Salem
NC
27103-1360
12
Carmike Wynnsong 15-Apple Valley
15630 Cedar Avenue P.O. Box 240803
Apple Valley
MN
55124-7022
1
Carmike Wynnsong 15-Apple Valley
15630 Cedar Avenue P.O. Box 240803
Apple Valley
MN
55124-7022
2
Carmike Wynnsong 15-Apple Valley
15630 Cedar Avenue P.O. Box 240803
Apple Valley
MN
55124-7022
3
Carmike Wynnsong 15-Apple Valley
15630 Cedar Avenue P.O. Box 240803
Apple Valley
MN
55124-7022
4
Carmike Wynnsong 15-Apple Valley
15630 Cedar Avenue P.O. Box 240803
Apple Valley
MN
55124-7022
5
Carmike Wynnsong 15-Apple Valley
15630 Cedar Avenue P.O. Box 240803
Apple Valley
MN
55124-7022
6
Carmike Wynnsong 15-Apple Valley
15630 Cedar Avenue P.O. Box 240803
Apple Valley
MN
55124-7022
7
Carmike Wynnsong 15-Apple Valley
15630 Cedar Avenue P.O. Box 240803
Apple Valley
MN
55124-7022
8
Carmike Wynnsong 15-Apple Valley
15630 Cedar Avenue P.O. Box 240803
Apple Valley
MN
55124-7022
9
Carmike Wynnsong 15-Apple Valley
15630 Cedar Avenue P.O. Box 240803
Apple Valley
MN
55124-7022
10
Carmike Wynnsong 15-Apple Valley
15630 Cedar Avenue P.O. Box 240803
Apple Valley
MN
55124-7022
11
Carmike Wynnsong 15-Apple Valley
15630 Cedar Avenue P.O. Box 240803
Apple Valley
MN
55124-7022
12
Carmike Wynnsong 15-Apple Valley
15630 Cedar Avenue P.O. Box 240803
Apple Valley
MN
55124-7022
13
Carmike Wynnsong 15-Apple Valley
15630 Cedar Avenue P.O. Box 240803
Apple Valley
MN
55124-7022
14
Carmike Wynnsong 15-Apple Valley
15630 Cedar Avenue P.O. Box 240803
Apple Valley
MN
55124-7022
15
Carmike Wynnsong 15-Durham
1807 Martin Luther King Jr. Pkwy.
Durham
NC
27707-3585
1
Carmike Wynnsong 15-Durham
1807 Martin Luther King Jr. Pkwy.
Durham
NC
27707-3585
2
Carmike Wynnsong 15-Durham
1807 Martin Luther King Jr. Pkwy.
Durham
NC
27707-3585
3
Carmike Wynnsong 15-Durham
1807 Martin Luther King Jr. Pkwy.
Durham
NC
27707-3585
4
Carmike Wynnsong 15-Durham
1807 Martin Luther King Jr. Pkwy.
Durham
NC
27707-3585
5
Carmike Wynnsong 15-Durham
1807 Martin Luther King Jr. Pkwy.
Durham
NC
27707-3585
6
Carmike Wynnsong 15-Durham
1807 Martin Luther King Jr. Pkwy.
Durham
NC
27707-3585
7
Carmike Wynnsong 15-Durham
1807 Martin Luther King Jr. Pkwy.
Durham
NC
27707-3585
8
Carmike Wynnsong 15-Durham
1807 Martin Luther King Jr. Pkwy.
Durham
NC
27707-3585
9
Carmike Wynnsong 15-Durham
1807 Martin Luther King Jr. Pkwy.
Durham
NC
27707-3585
10
Carmike Wynnsong 15-Durham
1807 Martin Luther King Jr. Pkwy.
Durham
NC
27707-3585
11
Carmike Wynnsong 15-Durham
1807 Martin Luther King Jr. Pkwy.
Durham
NC
27707-3585
12
Carmike Wynnsong 15-Durham
1807 Martin Luther King Jr. Pkwy.
Durham
NC
27707-3585
13
Carmike Wynnsong 15-Durham
1807 Martin Luther King Jr. Pkwy.
Durham
NC
27707-3585
14
Carmike Wynnsong 15-Durham
1807 Martin Luther King Jr. Pkwy.
Durham
NC
27707-3585
15
Carmike Wynnsong 15-Moundsview
2430 Highway 10
Moundsview
MN
55112-1406
1
Carmike Wynnsong 15-Moundsview
2430 Highway 10
Moundsview
MN
55112-1406
2
Carmike Wynnsong 15-Moundsview
2430 Highway 10
Moundsview
MN
55112-1406
3
Carmike Wynnsong 15-Moundsview
2430 Highway 10
Moundsview
MN
55112-1406
4
Carmike Wynnsong 15-Moundsview
2430 Highway 10
Moundsview
MN
55112-1406
5
Carmike Wynnsong 15-Moundsview
2430 Highway 10
Moundsview
MN
55112-1406
6
Carmike Wynnsong 15-Moundsview
2430 Highway 10
Moundsview
MN
55112-1406
7
Carmike Wynnsong 15-Moundsview
2430 Highway 10
Moundsview
MN
55112-1406
8
Carmike Wynnsong 15-Moundsview
2430 Highway 10
Moundsview
MN
55112-1406
9
Carmike Wynnsong 15-Moundsview
2430 Highway 10
Moundsview
MN
55112-1406
10
Carmike Wynnsong 15-Moundsview
2430 Highway 10
Moundsview
MN
55112-1406
11
Carmike Wynnsong 15-Moundsview
2430 Highway 10
Moundsview
MN
55112-1406
12
Carmike Wynnsong 15-Moundsview
2430 Highway 10
Moundsview
MN
55112-1406
13
Carmike Wynnsong 15-Moundsview
2430 Highway 10
Moundsview
MN
55112-1406
14
Carmike Wynnsong 15-Moundsview
2430 Highway 10
Moundsview
MN
55112-1406
15
Carmike Wynnsong 16-Albany
2823 Nottingham Road
Albany
GA
31707-1284
1
Carmike Wynnsong 16-Albany
2823 Nottingham Road
Albany
GA
31707-1284
2
Carmike Wynnsong 16-Albany
2823 Nottingham Road
Albany
GA
31707-1284
3
Carmike Wynnsong 16-Albany
2823 Nottingham Road
Albany
GA
31707-1284
4
Carmike Wynnsong 16-Albany
2823 Nottingham Road
Albany
GA
31707-1284
5
Carmike Wynnsong 16-Albany
2823 Nottingham Road
Albany
GA
31707-1284
6
Carmike Wynnsong 16-Albany
2823 Nottingham Road
Albany
GA
31707-1284
7
Carmike Wynnsong 16-Albany
2823 Nottingham Road
Albany
GA
31707-1284
8
Carmike Wynnsong 16-Albany
2823 Nottingham Road
Albany
GA
31707-1284
9
Carmike Wynnsong 16-Albany
2823 Nottingham Road
Albany
GA
31707-1284
10
Carmike Wynnsong 16-Albany
2823 Nottingham Road
Albany
GA
31707-1284
11
Carmike Wynnsong 16-Albany
2823 Nottingham Road
Albany
GA
31707-1284
12
Carmike Wynnsong 16-Albany
2823 Nottingham Road
Albany
GA
31707-1284
13
Carmike Wynnsong 16-Albany
2823 Nottingham Road
Albany
GA
31707-1284
14
Carmike Wynnsong 16-Albany
2823 Nottingham Road
Albany
GA
31707-1284
15
Carmike Wynnsong 16-Albany
2823 Nottingham Road
Albany
GA
31707-1284
16
Carmike Wynnsong 16-Auburn
2111 E. University Ave. P.O. Box 3461
Auburn
AL
36830-3334
1
Carmike Wynnsong 16-Auburn
2111 E. University Ave. P.O. Box 3461
Auburn
AL
36830-3334
2
Carmike Wynnsong 16-Auburn
2111 E. University Ave. P.O. Box 3461
Auburn
AL
36830-3334
3
Carmike Wynnsong 16-Auburn
2111 E. University Ave. P.O. Box 3461
Auburn
AL
36830-3334
4
Carmike Wynnsong 16-Auburn
2111 E. University Ave. P.O. Box 3461
Auburn
AL
36830-3334
5
Carmike Wynnsong 16-Auburn
2111 E. University Ave. P.O. Box 3461
Auburn
AL
36830-3334
6
Carmike Wynnsong 16-Auburn
2111 E. University Ave. P.O. Box 3461
Auburn
AL
36830-3334
7
Carmike Wynnsong 16-Auburn
2111 E. University Ave. P.O. Box 3461
Auburn
AL
36830-3334
8
Carmike Wynnsong 16-Auburn
2111 E. University Ave. P.O. Box 3461
Auburn
AL
36830-3334
9
Carmike Wynnsong 16-Auburn
2111 E. University Ave. P.O. Box 3461
Auburn
AL
36830-3334
10
Carmike Wynnsong 16-Auburn
2111 E. University Ave. P.O. Box 3461
Auburn
AL
36830-3334
11
Carmike Wynnsong 16-Auburn
2111 E. University Ave. P.O. Box 3461
Auburn
AL
36830-3334
12
Carmike Wynnsong 16-Auburn
2111 E. University Ave. P.O. Box 3461
Auburn
AL
36830-3334
13
Carmike Wynnsong 16-Auburn
2111 E. University Ave. P.O. Box 3461
Auburn
AL
36830-3334
14
Carmike Wynnsong 16-Auburn
2111 E. University Ave. P.O. Box 3461
Auburn
AL
36830-3334
15
Carmike Wynnsong 16-Auburn
2111 E. University Ave. P.O. Box 3461
Auburn
AL
36830-3334
16
Carmike Wynnsong 16-Johnston
5233 NW 84th St.
Johnston
IA
50131-1799
1
Carmike Wynnsong 16-Johnston
5233 NW 84th St.
Johnston
IA
50131-1799
2
Carmike Wynnsong 16-Johnston
5233 NW 84th St.
Johnston
IA
50131-1799
3
Carmike Wynnsong 16-Johnston
5233 NW 84th St.
Johnston
IA
50131-1799
4
Carmike Wynnsong 16-Johnston
5233 NW 84th St.
Johnston
IA
50131-1799
5
Carmike Wynnsong 16-Johnston
5233 NW 84th St.
Johnston
IA
50131-1799
6
Carmike Wynnsong 16-Johnston
5233 NW 84th St.
Johnston
IA
50131-1799
7
Carmike Wynnsong 16-Johnston
5233 NW 84th St.
Johnston
IA
50131-1799
8
Carmike Wynnsong 16-Johnston
5233 NW 84th St.
Johnston
IA
50131-1799
9
Carmike Wynnsong 16-Johnston
5233 NW 84th St.
Johnston
IA
50131-1799
10
Carmike Wynnsong 16-Johnston
5233 NW 84th St.
Johnston
IA
50131-1799
11
Carmike Wynnsong 16-Johnston
5233 NW 84th St.
Johnston
IA
50131-1799
12
Carmike Wynnsong 16-Johnston
5233 NW 84th St.
Johnston
IA
50131-1799
13
Carmike Wynnsong 16-Johnston
5233 NW 84th St.
Johnston
IA
50131-1799
14
Carmike Wynnsong 16-Johnston
5233 NW 84th St.
Johnston
IA
50131-1799
15
Carmike Wynnsong 16-Johnston
5233 NW 84th St.
Johnston
IA
50131-1799
16
Carmike Wynnsong 16-Knoxville
200 North Peters Road
Knoxville
TN
37923-4902
1
Carmike Wynnsong 16-Knoxville
200 North Peters Road
Knoxville
TN
37923-4902
2
Carmike Wynnsong 16-Knoxville
200 North Peters Road
Knoxville
TN
37923-4902
3
Carmike Wynnsong 16-Knoxville
200 North Peters Road
Knoxville
TN
37923-4902
4
Carmike Wynnsong 16-Knoxville
200 North Peters Road
Knoxville
TN
37923-4902
5
Carmike Wynnsong 16-Knoxville
200 North Peters Road
Knoxville
TN
37923-4902
6
Carmike Wynnsong 16-Knoxville
200 North Peters Road
Knoxville
TN
37923-4902
7
Carmike Wynnsong 16-Knoxville
200 North Peters Road
Knoxville
TN
37923-4902
8
Carmike Wynnsong 16-Knoxville
200 North Peters Road
Knoxville
TN
37923-4902
9
Carmike Wynnsong 16-Knoxville
200 North Peters Road
Knoxville
TN
37923-4902
10
Carmike Wynnsong 16-Knoxville
200 North Peters Road
Knoxville
TN
37923-4902
11
Carmike Wynnsong 16-Knoxville
200 North Peters Road
Knoxville
TN
37923-4902
12
Carmike Wynnsong 16-Knoxville
200 North Peters Road
Knoxville
TN
37923-4902
13
Carmike Wynnsong 16-Knoxville
200 North Peters Road
Knoxville
TN
37923-4902
14
Carmike Wynnsong 16-Knoxville
200 North Peters Road
Knoxville
TN
37923-4902
15
Carmike Wynnsong 16-Knoxville
200 North Peters Road
Knoxville
TN
37923-4902
16
Carmike Wynnsong 16-Mobile
785 Schillinger Rd., South
Mobile
AL
36695-8909
1
Carmike Wynnsong 16-Mobile
785 Schillinger Rd., South
Mobile
AL
36695-8909
2
Carmike Wynnsong 16-Mobile
785 Schillinger Rd., South
Mobile
AL
36695-8909
3
Carmike Wynnsong 16-Mobile
785 Schillinger Rd., South
Mobile
AL
36695-8909
4
Carmike Wynnsong 16-Mobile
785 Schillinger Rd., South
Mobile
AL
36695-8909
5
Carmike Wynnsong 16-Mobile
785 Schillinger Rd., South
Mobile
AL
36695-8909
6
Carmike Wynnsong 16-Mobile
785 Schillinger Rd., South
Mobile
AL
36695-8909
7
Carmike Wynnsong 16-Mobile
785 Schillinger Rd., South
Mobile
AL
36695-8909
8
Carmike Wynnsong 16-Mobile
785 Schillinger Rd., South
Mobile
AL
36695-8909
9
Carmike Wynnsong 16-Mobile
785 Schillinger Rd., South
Mobile
AL
36695-8909
10
Carmike Wynnsong 16-Mobile
785 Schillinger Rd., South
Mobile
AL
36695-8909
11
Carmike Wynnsong 16-Mobile
785 Schillinger Rd., South
Mobile
AL
36695-8909
12
Carmike Wynnsong 16-Mobile
785 Schillinger Rd., South
Mobile
AL
36695-8909
13
Carmike Wynnsong 16-Mobile
785 Schillinger Rd., South
Mobile
AL
36695-8909
14
Carmike Wynnsong 16-Mobile
785 Schillinger Rd., South
Mobile
AL
36695-8909
15
Carmike Wynnsong 16-Mobile
785 Schillinger Rd., South
Mobile
AL
36695-8909
16
Carmike Wynnsong 16-Murfreesboro
2626 Cason Square Blvd.
Murfreesboro
TN
37128-4858
1
Carmike Wynnsong 16-Murfreesboro
2626 Cason Square Blvd.
Murfreesboro
TN
37128-4858
2
Carmike Wynnsong 16-Murfreesboro
2626 Cason Square Blvd.
Murfreesboro
TN
37128-4858
3
Carmike Wynnsong 16-Murfreesboro
2626 Cason Square Blvd.
Murfreesboro
TN
37128-4858
4
Carmike Wynnsong 16-Murfreesboro
2626 Cason Square Blvd.
Murfreesboro
TN
37128-4858
5
Carmike Wynnsong 16-Murfreesboro
2626 Cason Square Blvd.
Murfreesboro
TN
37128-4858
6
Carmike Wynnsong 16-Murfreesboro
2626 Cason Square Blvd.
Murfreesboro
TN
37128-4858
7
Carmike Wynnsong 16-Murfreesboro
2626 Cason Square Blvd.
Murfreesboro
TN
37128-4858
8
Carmike Wynnsong 16-Murfreesboro
2626 Cason Square Blvd.
Murfreesboro
TN
37128-4858
9
Carmike Wynnsong 16-Murfreesboro
2626 Cason Square Blvd.
Murfreesboro
TN
37128-4858
10
Carmike Wynnsong 16-Murfreesboro
2626 Cason Square Blvd.
Murfreesboro
TN
37128-4858
11
Carmike Wynnsong 16-Murfreesboro
2626 Cason Square Blvd.
Murfreesboro
TN
37128-4858
12
Carmike Wynnsong 16-Murfreesboro
2626 Cason Square Blvd.
Murfreesboro
TN
37128-4858
13
Carmike Wynnsong 16-Murfreesboro
2626 Cason Square Blvd.
Murfreesboro
TN
37128-4858
14
Carmike Wynnsong 16-Murfreesboro
2626 Cason Square Blvd.
Murfreesboro
TN
37128-4858
15
Carmike Wynnsong 16-Murfreesboro
2626 Cason Square Blvd.
Murfreesboro
TN
37128-4858
16
Carmike Wynnsong 7-Fayetteville
3039 Boone Trail
Fayetteville
NC
28304-3805
1
Carmike Wynnsong 7-Fayetteville
3039 Boone Trail
Fayetteville
NC
28304-3805
2
Carmike Wynnsong 7-Fayetteville
3039 Boone Trail
Fayetteville
NC
28304-3805
3
Carmike Wynnsong 7-Fayetteville
3039 Boone Trail
Fayetteville
NC
28304-3805
4
Carmike Wynnsong 7-Fayetteville
3039 Boone Trail
Fayetteville
NC
28304-3805
5
Carmike Wynnsong 7-Fayetteville
3039 Boone Trail
Fayetteville
NC
28304-3805
6
Carmike Wynnsong 7-Fayetteville
3039 Boone Trail
Fayetteville
NC
28304-3805
7
Carmike Yankton Mall 5
2101 Broadway Ave. Suite 5
Yankton
SD
57078-1605
1
Carmike Yankton Mall 5
2101 Broadway Ave. Suite 5
Yankton
SD
57078-1605
2
Carmike Yankton Mall 5
2101 Broadway Ave. Suite 5
Yankton
SD
57078-1605
3
Carmike Yankton Mall 5
2101 Broadway Ave. Suite 5
Yankton
SD
57078-1605
4
Carmike Yankton Mall 5
2101 Broadway Ave. Suite 5
Yankton
SD
57078-1605
5
Carmike Yorktown 15
15900 Yorktown Crossing Drive
Houston
TX
77084
1
Carmike Yorktown 15
15900 Yorktown Crossing Drive
Houston
TX
77084
2
Carmike Yorktown 15
15900 Yorktown Crossing Drive
Houston
TX
77084
3
Carmike Yorktown 15
15900 Yorktown Crossing Drive
Houston
TX
77084
4
Carmike Yorktown 15
15900 Yorktown Crossing Drive
Houston
TX
77084
5
Carmike Yorktown 15
15900 Yorktown Crossing Drive
Houston
TX
77084
6
Carmike Yorktown 15
15900 Yorktown Crossing Drive
Houston
TX
77084
7
Carmike Yorktown 15
15900 Yorktown Crossing Drive
Houston
TX
77084
8
Carmike Yorktown 15
15900 Yorktown Crossing Drive
Houston
TX
77084
9
Carmike Yorktown 15
15900 Yorktown Crossing Drive
Houston
TX
77084
10
Carmike Yorktown 15
15900 Yorktown Crossing Drive
Houston
TX
77084
11
Carmike Yorktown 15
15900 Yorktown Crossing Drive
Houston
TX
77084
12
Carmike Yorktown 15
15900 Yorktown Crossing Drive
Houston
TX
77084
13
Carmike Yorktown 15
15900 Yorktown Crossing Drive
Houston
TX
77084
14
Carmike Yorktown 15
15900 Yorktown Crossing Drive
Houston
TX
77084
15
Cinetopia Mill Plain 8
11700 SE 7th
Vancouver
WA
98683
1
Cinetopia Mill Plain 8
11700 SE 7th
Vancouver
WA
98683
2
Cinetopia Mill Plain 8
11700 SE 7th
Vancouver
WA
98683
3
Cinetopia Mill Plain 8
11700 SE 7th
Vancouver
WA
98683
4
Cinetopia Mill Plain 8
11700 SE 7th
Vancouver
WA
98683
5
Cinetopia Mill Plain 8
11700 SE 7th
Vancouver
WA
98683
6
Cinetopia Mill Plain 8
11700 SE 7th
Vancouver
WA
98683
7
Cinetopia Mill Plain 8
11700 SE 7th
Vancouver
WA
98683
8
Cinema West 13-Livermore
2490 First Street
Livermore
CA
94550
1
Cinema West 13-Livermore
2490 First Street
Livermore
CA
94550
2
Cinema West 13-Livermore
2490 First Street
Livermore
CA
94550
3
Cinema West 13-Livermore
2490 First Street
Livermore
CA
94550
4
Cinema West 13-Livermore
2490 First Street
Livermore
CA
94550
5
Cinema West 13-Livermore
2490 First Street
Livermore
CA
94550
6
Cinema West 13-Livermore
2490 First Street
Livermore
CA
94550
7
Cinema West 13-Livermore
2490 First Street
Livermore
CA
94550
8
Cinema West 13-Livermore
2490 First Street
Livermore
CA
94550
9
Cinema West 13-Livermore
2490 First Street
Livermore
CA
94550
10
Cinema West 13-Livermore
2490 First Street
Livermore
CA
94550
11
Cinema West 13-Livermore
2490 First Street
Livermore
CA
94550
12
Cinema West 13-Livermore
2490 First Street
Livermore
CA
94550
13
Cinema West 5-Angels Camp
1228 South Main Street
Angels Camp
CA
95222
1
Cinema West 5-Angels Camp
1228 South Main Street
Angels Camp
CA
95222
2
Cinema West 5-Angels Camp
1228 South Main Street
Angels Camp
CA
95222
3
Cinema West 5-Angels Camp
1228 South Main Street
Angels Camp
CA
95222
4
Cinema West 5-Angels Camp
1228 South Main Street
Angels Camp
CA
95222
5
Cinema West 5-Fairfax
9 Broadway
Fairfax
CA
94930
1
Cinema West 5-Fairfax
9 Broadway
Fairfax
CA
94930
2
Cinema West 5-Fairfax
9 Broadway
Fairfax
CA
94930
3
Cinema West 5-Fairfax
9 Broadway
Fairfax
CA
94930
4
Cinema West 5-Fairfax
9 Broadway
Fairfax
CA
94930
5
Cinema West 6-Fortuna
1241 South Main Street
Fortuna
CA
95540
1
Cinema West 6-Fortuna
1241 South Main Street
Fortuna
CA
95540
2
Cinema West 6-Fortuna
1241 South Main Street
Fortuna
CA
95540
3
Cinema West 6-Fortuna
1241 South Main Street
Fortuna
CA
95540
4
Cinema West 6-Fortuna
1241 South Main Street
Fortuna
CA
95540
5
Cinema West 6-Fortuna
1241 South Main Street
Fortuna
CA
95540
6
Cinema West 9-Sonoma
200 Siesta Way
Sonoma
CA
95476
1
Cinema West 9-Sonoma
200 Siesta Way
Sonoma
CA
95476
2
Cinema West 9-Sonoma
200 Siesta Way
Sonoma
CA
95476
3
Cinema West 9-Sonoma
200 Siesta Way
Sonoma
CA
95476
4
Cinema West 9-Sonoma
200 Siesta Way
Sonoma
CA
95476
5
Cinema West 9-Sonoma
200 Siesta Way
Sonoma
CA
95476
6
Cinema West 9-Sonoma
200 Siesta Way
Sonoma
CA
95476
7
Cinema West 9-Sonoma
200 Siesta Way
Sonoma
CA
95476
8
Cinema West 9-Sonoma
200 Siesta Way
Sonoma
CA
95476
9
Cinema West Boulevard 14
200 C Street
Petaluma
CA
94952
1
Cinema West Boulevard 14
200 C Street
Petaluma
CA
94952
2
Cinema West Boulevard 14
200 C Street
Petaluma
CA
94952
3
Cinema West Boulevard 14
200 C Street
Petaluma
CA
94952
4
Cinema West Boulevard 14
200 C Street
Petaluma
CA
94952
5
Cinema West Boulevard 14
200 C Street
Petaluma
CA
94952
6
Cinema West Boulevard 14
200 C Street
Petaluma
CA
94952
7
Cinema West Boulevard 14
200 C Street
Petaluma
CA
94952
8
Cinema West Boulevard 14
200 C Street
Petaluma
CA
94952
9
Cinema West Boulevard 14
200 C Street
Petaluma
CA
94952
10
Cinema West Boulevard 14
200 C Street
Petaluma
CA
94952
11
Cinema West Boulevard 14
200 C Street
Petaluma
CA
94952
12
Cinema West Boulevard 14
200 C Street
Petaluma
CA
94952
13
Cinema West Boulevard 14
200 C Street
Petaluma
CA
94952
14
Cinema West Contra Costa 8
555 Center Avenue
Martinez
CA
94553
1
Cinema West Contra Costa 8
555 Center Avenue
Martinez
CA
94553
2
Cinema West Contra Costa 8
555 Center Avenue
Martinez
CA
94553
3
Cinema West Contra Costa 8
555 Center Avenue
Martinez
CA
94553
4
Cinema West Contra Costa 8
555 Center Avenue
Martinez
CA
94553
5
Cinema West Contra Costa 8
555 Center Avenue
Martinez
CA
94553
6
Cinema West Contra Costa 8
555 Center Avenue
Martinez
CA
94553
7
Cinema West Contra Costa 8
555 Center Avenue
Martinez
CA
94553
8
Atlas Diamond Center 16
9555 Diamond Center
Mentor
OH
44060
1
Atlas Diamond Center 16
9555 Diamond Center
Mentor
OH
44060
2
Atlas Diamond Center 16
9555 Diamond Center
Mentor
OH
44060
3
Atlas Diamond Center 16
9555 Diamond Center
Mentor
OH
44060
4
Atlas Diamond Center 16
9555 Diamond Center
Mentor
OH
44060
5
Atlas Diamond Center 16
9555 Diamond Center
Mentor
OH
44060
6
Atlas Diamond Center 16
9555 Diamond Center
Mentor
OH
44060
7
Atlas Diamond Center 16
9555 Diamond Center
Mentor
OH
44060
8
Atlas Diamond Center 16
9555 Diamond Center
Mentor
OH
44060
9
Atlas Diamond Center 16
9555 Diamond Center
Mentor
OH
44060
10
Atlas Diamond Center 16
9555 Diamond Center
Mentor
OH
44060
11
Atlas Diamond Center 16
9555 Diamond Center
Mentor
OH
44060
12
Atlas Diamond Center 16
9555 Diamond Center
Mentor
OH
44060
13
Atlas Diamond Center 16
9555 Diamond Center
Mentor
OH
44060
14
Atlas Diamond Center 16
9555 Diamond Center
Mentor
OH
44060
15
Atlas Diamond Center 16
9555 Diamond Center
Mentor
OH
44060
16
Atlas Great Lakes Stadium 16
7860 Mentor Avenue
Mentor
OH
44060
1
Atlas Great Lakes Stadium 16
7860 Mentor Avenue
Mentor
OH
44060
2
Atlas Great Lakes Stadium 16
7860 Mentor Avenue
Mentor
OH
44060
3
Atlas Great Lakes Stadium 16
7860 Mentor Avenue
Mentor
OH
44060
4
Atlas Great Lakes Stadium 16
7860 Mentor Avenue
Mentor
OH
44060
5
Atlas Great Lakes Stadium 16
7860 Mentor Avenue
Mentor
OH
44060
6
Atlas Great Lakes Stadium 16
7860 Mentor Avenue
Mentor
OH
44060
7
Atlas Great Lakes Stadium 16
7860 Mentor Avenue
Mentor
OH
44060
8
Atlas Great Lakes Stadium 16
7860 Mentor Avenue
Mentor
OH
44060
9
Atlas Great Lakes Stadium 16
7860 Mentor Avenue
Mentor
OH
44060
10
Atlas Great Lakes Stadium 16
7860 Mentor Avenue
Mentor
OH
44060
11
Atlas Great Lakes Stadium 16
7860 Mentor Avenue
Mentor
OH
44060
12
Atlas Great Lakes Stadium 16
7860 Mentor Avenue
Mentor
OH
44060
13
Atlas Great Lakes Stadium 16
7860 Mentor Avenue
Mentor
OH
44060
14
Atlas Great Lakes Stadium 16
7860 Mentor Avenue
Mentor
OH
44060
15
Atlas Great Lakes Stadium 16
7860 Mentor Avenue
Mentor
OH
44060
16
Atlas Lakeshore 7
22624 Lakeshore Blvd
Euclid
OH
44123
1
Atlas Lakeshore 7
22624 Lakeshore Blvd
Euclid
OH
44123
2
Atlas Lakeshore 7
22624 Lakeshore Blvd
Euclid
OH
44123
3
Atlas Lakeshore 7
22624 Lakeshore Blvd
Euclid
OH
44123
4
Atlas Lakeshore 7
22624 Lakeshore Blvd
Euclid
OH
44123
5
Atlas Lakeshore 7
22624 Lakeshore Blvd
Euclid
OH
44123
6
Atlas Lakeshore 7
22624 Lakeshore Blvd
Euclid
OH
44123
7
Digiplex Apple Valley 14
22311 Bear Valley Road
Apple Valley
CA
92308
1
Digiplex Apple Valley 14
22311 Bear Valley Road
Apple Valley
CA
92308
2
Digiplex Apple Valley 14
22311 Bear Valley Road
Apple Valley
CA
92308
3
Digiplex Apple Valley 14
22311 Bear Valley Road
Apple Valley
CA
92308
4
Digiplex Apple Valley 14
22311 Bear Valley Road
Apple Valley
CA
92308
5
Digiplex Apple Valley 14
22311 Bear Valley Road
Apple Valley
CA
92308
6
Digiplex Apple Valley 14
22311 Bear Valley Road
Apple Valley
CA
92308
7
Digiplex Apple Valley 14
22311 Bear Valley Road
Apple Valley
CA
92308
8
Digiplex Apple Valley 14
22311 Bear Valley Road
Apple Valley
CA
92308
9
Digiplex Apple Valley 14
22311 Bear Valley Road
Apple Valley
CA
92308
10
Digiplex Apple Valley 14
22311 Bear Valley Road
Apple Valley
CA
92308
11
Digiplex Apple Valley 14
22311 Bear Valley Road
Apple Valley
CA
92308
12
Digiplex Apple Valley 14
22311 Bear Valley Road
Apple Valley
CA
92308
13
Digiplex Apple Valley 14
22311 Bear Valley Road
Apple Valley
CA
92308
14
Digiplex Mission Marketplace 13
431 College Boulevard
Oceanside
CA
92057
1
Digiplex Mission Marketplace 13
431 College Boulevard
Oceanside
CA
92057
2
Digiplex Mission Marketplace 13
431 College Boulevard
Oceanside
CA
92057
3
Digiplex Mission Marketplace 13
431 College Boulevard
Oceanside
CA
92057
4
Digiplex Mission Marketplace 13
431 College Boulevard
Oceanside
CA
92057
5
Digiplex Mission Marketplace 13
431 College Boulevard
Oceanside
CA
92057
6
Digiplex Mission Marketplace 13
431 College Boulevard
Oceanside
CA
92057
7
Digiplex Mission Marketplace 13
431 College Boulevard
Oceanside
CA
92057
8
Digiplex Mission Marketplace 13
431 College Boulevard
Oceanside
CA
92057
9
Digiplex Mission Marketplace 13
431 College Boulevard
Oceanside
CA
92057
10
Digiplex Mission Marketplace 13
431 College Boulevard
Oceanside
CA
92057
11
Digiplex Mission Marketplace 13
431 College Boulevard
Oceanside
CA
92057
12
Digiplex Mission Marketplace 13
431 College Boulevard
Oceanside
CA
92057
13
Digiplex Mission Valley 7
7510 Hazard Center Dr., #104
San Diego
CA
92108
1
Digiplex Mission Valley 7
7510 Hazard Center Dr., #104
San Diego
CA
92108
2
Digiplex Mission Valley 7
7510 Hazard Center Dr., #104
San Diego
CA
92108
3
Digiplex Mission Valley 7
7510 Hazard Center Dr., #104
San Diego
CA
92108
4
Digiplex Mission Valley 7
7510 Hazard Center Dr., #104
San Diego
CA
92108
5
Digiplex Mission Valley 7
7510 Hazard Center Dr., #104
San Diego
CA
92108
6
Digiplex Mission Valley 7
7510 Hazard Center Dr., #104
San Diego
CA
92108
7
Digiplex Poway Creekside Plaza 10
13475 Poway Road
Poway
CA
92064
1
Digiplex Poway Creekside Plaza 10
13475 Poway Road
Poway
CA
92064
2
Digiplex Poway Creekside Plaza 10
13475 Poway Road
Poway
CA
92064
3
Digiplex Poway Creekside Plaza 10
13475 Poway Road
Poway
CA
92064
4
Digiplex Poway Creekside Plaza 10
13475 Poway Road
Poway
CA
92064
5
Digiplex Poway Creekside Plaza 10
13475 Poway Road
Poway
CA
92064
6
Digiplex Poway Creekside Plaza 10
13475 Poway Road
Poway
CA
92064
7
Digiplex Poway Creekside Plaza 10
13475 Poway Road
Poway
CA
92064
8
Digiplex Poway Creekside Plaza 10
13475 Poway Road
Poway
CA
92064
9
Digiplex Poway Creekside Plaza 10
13475 Poway Road
Poway
CA
92064
10
Digiplex River Village 6
5256 South Mission Road Building 405
Bonsall
CA
92003
1
Digiplex River Village 6
5256 South Mission Road Building 405
Bonsall
CA
92003
2
Digiplex River Village 6
5256 South Mission Road Building 405
Bonsall
CA
92003
3
Digiplex River Village 6
5256 South Mission Road Building 405
Bonsall
CA
92003
4
Digiplex River Village 6
5256 South Mission Road Building 405
Bonsall
CA
92003
5
Digiplex River Village 6
5256 South Mission Road Building 405
Bonsall
CA
92003
6
Digiplex Surprise Pointe 14
13649 North Litchfield Road
Surprise
AZ
85374
1
Digiplex Surprise Pointe 14
13649 North Litchfield Road
Surprise
AZ
85374
2
Digiplex Surprise Pointe 14
13649 North Litchfield Road
Surprise
AZ
85374
3
Digiplex Surprise Pointe 14
13649 North Litchfield Road
Surprise
AZ
85374
4
Digiplex Surprise Pointe 14
13649 North Litchfield Road
Surprise
AZ
85374
5
Digiplex Surprise Pointe 14
13649 North Litchfield Road
Surprise
AZ
85374
6
Digiplex Surprise Pointe 14
13649 North Litchfield Road
Surprise
AZ
85374
7
Digiplex Surprise Pointe 14
13649 North Litchfield Road
Surprise
AZ
85374
8
Digiplex Surprise Pointe 14
13649 North Litchfield Road
Surprise
AZ
85374
9
Digiplex Surprise Pointe 14
13649 North Litchfield Road
Surprise
AZ
85374
10
Digiplex Surprise Pointe 14
13649 North Litchfield Road
Surprise
AZ
85374
11
Digiplex Surprise Pointe 14
13649 North Litchfield Road
Surprise
AZ
85374
12
Digiplex Surprise Pointe 14
13649 North Litchfield Road
Surprise
AZ
85374
13
Digiplex Surprise Pointe 14
13649 North Litchfield Road
Surprise
AZ
85374
14
Digiplex Tower Plaza 10
27531 Ynez Road
Temecula
CA
92591
1
Digiplex Tower Plaza 10
27531 Ynez Road
Temecula
CA
92591
2
Digiplex Tower Plaza 10
27531 Ynez Road
Temecula
CA
92591
3
Digiplex Tower Plaza 10
27531 Ynez Road
Temecula
CA
92591
4
Digiplex Tower Plaza 10
27531 Ynez Road
Temecula
CA
92591
5
Digiplex Tower Plaza 10
27531 Ynez Road
Temecula
CA
92591
6
Digiplex Tower Plaza 10
27531 Ynez Road
Temecula
CA
92591
7
Digiplex Tower Plaza 10
27531 Ynez Road
Temecula
CA
92591
8
Digiplex Tower Plaza 10
27531 Ynez Road
Temecula
CA
92591
9
Digiplex Tower Plaza 10
27531 Ynez Road
Temecula
CA
92591
10
Emagine Canton 18
39535 Ford Road
Canton
MI
48187
1
Emagine Canton 18
39535 Ford Road
Canton
MI
48187
2
Emagine Canton 18
39535 Ford Road
Canton
MI
48187
3
Emagine Canton 18
39535 Ford Road
Canton
MI
48187
4
Emagine Canton 18
39535 Ford Road
Canton
MI
48187
5
Emagine Canton 18
39535 Ford Road
Canton
MI
48187
6
Emagine Canton 18
39535 Ford Road
Canton
MI
48187
7
Emagine Canton 18
39535 Ford Road
Canton
MI
48187
8
Emagine Canton 18
39535 Ford Road
Canton
MI
48187
9
Emagine Canton 18
39535 Ford Road
Canton
MI
48187
10
Emagine Canton 18
39535 Ford Road
Canton
MI
48187
11
Emagine Canton 18
39535 Ford Road
Canton
MI
48187
12
Emagine Canton 18
39535 Ford Road
Canton
MI
48187
13
Emagine Canton 18
39535 Ford Road
Canton
MI
48187
14
Emagine Canton 18
39535 Ford Road
Canton
MI
48187
15
Emagine Canton 18
39535 Ford Road
Canton
MI
48187
16
Emagine Canton 18
39535 Ford Road
Canton
MI
48187
17
Emagine Canton 18
39535 Ford Road
Canton
MI
48187
18
Emagine Hollywood 10
12280 Dixie Highway
Birch Run
MI
48415
1
Emagine Hollywood 10
12280 Dixie Highway
Birch Run
MI
48415
2
Emagine Hollywood 10
12280 Dixie Highway
Birch Run
MI
48415
3
Emagine Hollywood 10
12280 Dixie Highway
Birch Run
MI
48415
4
Emagine Hollywood 10
12280 Dixie Highway
Birch Run
MI
48415
5
Emagine Hollywood 10
12280 Dixie Highway
Birch Run
MI
48415
6
Emagine Hollywood 10
12280 Dixie Highway
Birch Run
MI
48415
7
Emagine Hollywood 10
12280 Dixie Highway
Birch Run
MI
48415
8
Emagine Hollywood 10
12280 Dixie Highway
Birch Run
MI
48415
9
Emagine Hollywood 10
12280 Dixie Highway
Birch Run
MI
48415
10
Emagine Novi 18
44425 West 12 Mile Road
Novi
MI
48377
1
Emagine Novi 18
44425 West 12 Mile Road
Novi
MI
48377
2
Emagine Novi 18
44425 West 12 Mile Road
Novi
MI
48377
3
Emagine Novi 18
44425 West 12 Mile Road
Novi
MI
48377
4
Emagine Novi 18
44425 West 12 Mile Road
Novi
MI
48377
5
Emagine Novi 18
44425 West 12 Mile Road
Novi
MI
48377
6
Emagine Novi 18
44425 West 12 Mile Road
Novi
MI
48377
7
Emagine Novi 18
44425 West 12 Mile Road
Novi
MI
48377
8
Emagine Novi 18
44425 West 12 Mile Road
Novi
MI
48377
9
Emagine Novi 18
44425 West 12 Mile Road
Novi
MI
48377
10
Emagine Novi 18
44425 West 12 Mile Road
Novi
MI
48377
11
Emagine Novi 18
44425 West 12 Mile Road
Novi
MI
48377
12
Emagine Novi 18
44425 West 12 Mile Road
Novi
MI
48377
13
Emagine Novi 18
44425 West 12 Mile Road
Novi
MI
48377
14
Emagine Novi 18
44425 West 12 Mile Road
Novi
MI
48377
15
Emagine Novi 18
44425 West 12 Mile Road
Novi
MI
48377
16
Emagine Novi 18
44425 West 12 Mile Road
Novi
MI
48377
17
Emagine Novi 18
44425 West 12 Mile Road
Novi
MI
48377
18
Rialto Cinema 9
6868 McKinley Street
Sebastopol
CA
95472
1
Rialto Cinema 9
6868 McKinley Street
Sebastopol
CA
95472
2
Rialto Cinema 9
6868 McKinley Street
Sebastopol
CA
95472
3
Rialto Cinema 9
6868 McKinley Street
Sebastopol
CA
95472
4
Rialto Cinema 9
6868 McKinley Street
Sebastopol
CA
95472
5
Rialto Cinema 9
6868 McKinley Street
Sebastopol
CA
95472
6
Rialto Cinema 9
6868 McKinley Street
Sebastopol
CA
95472
7
Rialto Cinema 9
6868 McKinley Street
Sebastopol
CA
95472
8
Rialto Cinema 9
6868 McKinley Street
Sebastopol
CA
95472
9
Pavilion 9
188 Prospect Park West
Brooklyn
NY
11215
1
Pavilion 9
188 Prospect Park West
Brooklyn
NY
11215
2
Pavilion 9
188 Prospect Park West
Brooklyn
NY
11215
3
Pavilion 9
188 Prospect Park West
Brooklyn
NY
11215
4
Pavilion 9
188 Prospect Park West
Brooklyn
NY
11215
5
Pavilion 9
188 Prospect Park West
Brooklyn
NY
11215
6
Pavilion 9
188 Prospect Park West
Brooklyn
NY
11215
7
Pavilion 9
188 Prospect Park West
Brooklyn
NY
11215
8
Pavilion 9
188 Prospect Park West
Brooklyn
NY
11215
9
Galaxy 10-Tulare
1575 Retherford Street
Tulare
CA
93274
1
Galaxy 10-Tulare
1575 Retherford Street
Tulare
CA
93274
2
Galaxy 10-Tulare
1575 Retherford Street
Tulare
CA
93274
3
Galaxy 10-Tulare
1575 Retherford Street
Tulare
CA
93274
4
Galaxy 10-Tulare
1575 Retherford Street
Tulare
CA
93274
5
Galaxy 10-Tulare
1575 Retherford Street
Tulare
CA
93274
6
Galaxy 10-Tulare
1575 Retherford Street
Tulare
CA
93274
7
Galaxy 10-Tulare
1575 Retherford Street
Tulare
CA
93274
8
Galaxy 10-Tulare
1575 Retherford Street
Tulare
CA
93274
9
Galaxy 10-Tulare
1575 Retherford Street
Tulare
CA
93274
10
Galaxy 12-Monroe
One Galaxy Way
Monroe
WA
98272
1
Galaxy 12-Monroe
One Galaxy Way
Monroe
WA
98272
2
Galaxy 12-Monroe
One Galaxy Way
Monroe
WA
98272
3
Galaxy 12-Monroe
One Galaxy Way
Monroe
WA
98272
4
Galaxy 12-Monroe
One Galaxy Way
Monroe
WA
98272
5
Galaxy 12-Monroe
One Galaxy Way
Monroe
WA
98272
6
Galaxy 12-Monroe
One Galaxy Way
Monroe
WA
98272
7
Galaxy 12-Monroe
One Galaxy Way
Monroe
WA
98272
8
Galaxy 12-Monroe
One Galaxy Way
Monroe
WA
98272
9
Galaxy 12-Monroe
One Galaxy Way
Monroe
WA
98272
10
Galaxy 12-Monroe
One Galaxy Way
Monroe
WA
98272
11
Galaxy 12-Monroe
One Galaxy Way
Monroe
WA
98272
12
Galaxy 12-Riverbank
2525 Patterson Road
Riverbank
CA
95367
1
Galaxy 12-Riverbank
2525 Patterson Road
Riverbank
CA
95367
2
Galaxy 12-Riverbank
2525 Patterson Road
Riverbank
CA
95367
3
Galaxy 12-Riverbank
2525 Patterson Road
Riverbank
CA
95367
4
Galaxy 12-Riverbank
2525 Patterson Road
Riverbank
CA
95367
5
Galaxy 12-Riverbank
2525 Patterson Road
Riverbank
CA
95367
6
Galaxy 12-Riverbank
2525 Patterson Road
Riverbank
CA
95367
7
Galaxy 12-Riverbank
2525 Patterson Road
Riverbank
CA
95367
8
Galaxy 12-Riverbank
2525 Patterson Road
Riverbank
CA
95367
9
Galaxy 12-Riverbank
2525 Patterson Road
Riverbank
CA
95367
10
Galaxy 12-Riverbank
2525 Patterson Road
Riverbank
CA
95367
11
Galaxy 12-Riverbank
2525 Patterson Road
Riverbank
CA
95367
12
Galaxy 9-Porterville
631 North Indiana Street
Porterville
CA
93257
1
Galaxy 9-Porterville
631 North Indiana Street
Porterville
CA
93257
2
Galaxy 9-Porterville
631 North Indiana Street
Porterville
CA
93257
3
Galaxy 9-Porterville
631 North Indiana Street
Porterville
CA
93257
4
Galaxy 9-Porterville
631 North Indiana Street
Porterville
CA
93257
5
Galaxy 9-Porterville
631 North Indiana Street
Porterville
CA
93257
6
Galaxy 9-Porterville
631 North Indiana Street
Porterville
CA
93257
7
Galaxy 9-Porterville
631 North Indiana Street
Porterville
CA
93257
8
Galaxy 9-Porterville
631 North Indiana Street
Porterville
CA
93257
9
Galaxy Cannery 16
2121 East Craig Road
North Las Vegas
NV
89030
1
Galaxy Cannery 16
2121 East Craig Road
North Las Vegas
NV
89030
2
Galaxy Cannery 16
2121 East Craig Road
North Las Vegas
NV
89030
3
Galaxy Cannery 16
2121 East Craig Road
North Las Vegas
NV
89030
4
Galaxy Cannery 16
2121 East Craig Road
North Las Vegas
NV
89030
5
Galaxy Cannery 16
2121 East Craig Road
North Las Vegas
NV
89030
6
Galaxy Cannery 16
2121 East Craig Road
North Las Vegas
NV
89030
9
Galaxy Cannery 16
2121 East Craig Road
North Las Vegas
NV
89030
10
Galaxy Cannery 16
2121 East Craig Road
North Las Vegas
NV
89030
11
Galaxy Cannery 16
2121 East Craig Road
North Las Vegas
NV
89030
12
Galaxy Cannery 16
2121 East Craig Road
North Las Vegas
NV
89030
13
Galaxy Cannery 16
2121 East Craig Road
North Las Vegas
NV
89030
14
Galaxy Cannery 16
2121 East Craig Road
North Las Vegas
NV
89030
15
Galaxy Cannery 16
2121 East Craig Road
North Las Vegas
NV
89030
16
Galaxy Fandango 10
4000 S. Curry St.
Carson City
NV
89701
1
Galaxy Fandango 10
4000 S. Curry St.
Carson City
NV
89701
2
Galaxy Fandango 10
4000 S. Curry St.
Carson City
NV
89701
3
Galaxy Fandango 10
4000 S. Curry St.
Carson City
NV
89701
4
Galaxy Fandango 10
4000 S. Curry St.
Carson City
NV
89701
5
Galaxy Fandango 10
4000 S. Curry St.
Carson City
NV
89701
6
Galaxy Fandango 10
4000 S. Curry St.
Carson City
NV
89701
7
Galaxy Fandango 10
4000 S. Curry St.
Carson City
NV
89701
8
Galaxy Fandango 10
4000 S. Curry St.
Carson City
NV
89701
9
Galaxy Fandango 10
4000 S. Curry St.
Carson City
NV
89701
10
Galaxy Highland 10
6700 Middle Fiskville Road
Austin
TX
78752
1
Galaxy Highland 10
6700 Middle Fiskville Road
Austin
TX
78752
2
Galaxy Highland 10
6700 Middle Fiskville Road
Austin
TX
78752
3
Galaxy Highland 10
6700 Middle Fiskville Road
Austin
TX
78752
4
Galaxy Highland 10
6700 Middle Fiskville Road
Austin
TX
78752
5
Galaxy Highland 10
6700 Middle Fiskville Road
Austin
TX
78752
6
Galaxy Highland 10
6700 Middle Fiskville Road
Austin
TX
78752
7
Galaxy Highland 10
6700 Middle Fiskville Road
Austin
TX
78752
8
Galaxy Highland 10
6700 Middle Fiskville Road
Austin
TX
78752
9
Galaxy Highland 10
6700 Middle Fiskville Road
Austin
TX
78752
10
Galaxy Uptown 10
4649 Point Fosdick Drive NW
Gig Harbor
WA
98335
1
Galaxy Uptown 10
4649 Point Fosdick Drive NW
Gig Harbor
WA
98335
2
Galaxy Uptown 10
4649 Point Fosdick Drive NW
Gig Harbor
WA
98335
3
Galaxy Uptown 10
4649 Point Fosdick Drive NW
Gig Harbor
WA
98335
4
Galaxy Uptown 10
4649 Point Fosdick Drive NW
Gig Harbor
WA
98335
5
Galaxy Uptown 10
4649 Point Fosdick Drive NW
Gig Harbor
WA
98335
6
Galaxy Uptown 10
4649 Point Fosdick Drive NW
Gig Harbor
WA
98335
7
Galaxy Uptown 10
4649 Point Fosdick Drive NW
Gig Harbor
WA
98335
8
Galaxy Uptown 10
4649 Point Fosdick Drive NW
Gig Harbor
WA
98335
9
Galaxy Uptown 10
4649 Point Fosdick Drive NW
Gig Harbor
WA
98335
10
Krikorian 10-Downey
8200 Third Street
Downey
CA
90241
1
Krikorian 10-Downey
8200 Third Street
Downey
CA
90241
2
Krikorian 10-Downey
8200 Third Street
Downey
CA
90241
3
Krikorian 10-Downey
8200 Third Street
Downey
CA
90241
4
Krikorian 10-Downey
8200 Third Street
Downey
CA
90241
5
Krikorian 10-Downey
8200 Third Street
Downey
CA
90241
6
Krikorian 10-Downey
8200 Third Street
Downey
CA
90241
7
Krikorian 10-Downey
8200 Third Street
Downey
CA
90241
8
Krikorian 10-Downey
8200 Third Street
Downey
CA
90241
9
Krikorian 10-Downey
8200 Third Street
Downey
CA
90241
10
Krikorian 12-Monrovia
410 South Myrtle Ave
Monrovia
CA
91016
1
Krikorian 12-Monrovia
410 South Myrtle Ave
Monrovia
CA
91016
2
Krikorian 12-Monrovia
410 South Myrtle Ave
Monrovia
CA
91016
3
Krikorian 12-Monrovia
410 South Myrtle Ave
Monrovia
CA
91016
4
Krikorian 12-Monrovia
410 South Myrtle Ave
Monrovia
CA
91016
5
Krikorian 12-Monrovia
410 South Myrtle Ave
Monrovia
CA
91016
6
Krikorian 12-Monrovia
410 South Myrtle Ave
Monrovia
CA
91016
7
Krikorian 12-Monrovia
410 South Myrtle Ave
Monrovia
CA
91016
8
Krikorian 12-Monrovia
410 South Myrtle Ave
Monrovia
CA
91016
9
Krikorian 12-Monrovia
410 South Myrtle Ave
Monrovia
CA
91016
10
Krikorian 12-Monrovia
410 South Myrtle Ave
Monrovia
CA
91016
11
Krikorian 12-Monrovia
410 South Myrtle Ave
Monrovia
CA
91016
12
Krikorian 14-Redlands
340 North Eureka Street
Redlands
CA
92373
1
Krikorian 14-Redlands
340 North Eureka Street
Redlands
CA
92373
2
Krikorian 14-Redlands
340 North Eureka Street
Redlands
CA
92373
3
Krikorian 14-Redlands
340 North Eureka Street
Redlands
CA
92373
4
Krikorian 14-Redlands
340 North Eureka Street
Redlands
CA
92373
5
Krikorian 14-Redlands
340 North Eureka Street
Redlands
CA
92373
6
Krikorian 14-Redlands
340 North Eureka Street
Redlands
CA
92373
7
Krikorian 14-Redlands
340 North Eureka Street
Redlands
CA
92373
8
Krikorian 14-Redlands
340 North Eureka Street
Redlands
CA
92373
9
Krikorian 14-Redlands
340 North Eureka Street
Redlands
CA
92373
10
Krikorian 14-Redlands
340 North Eureka Street
Redlands
CA
92373
11
Krikorian 14-Redlands
340 North Eureka Street
Redlands
CA
92373
12
Krikorian 14-Redlands
340 North Eureka Street
Redlands
CA
92373
13
Krikorian 14-Redlands
340 North Eureka Street
Redlands
CA
92373
14
Krikorian 18-Buena Park
8290 La Palma Ave
Buena Park
CA
90620
1
Krikorian 18-Buena Park
8290 La Palma Ave
Buena Park
CA
90620
2
Krikorian 18-Buena Park
8290 La Palma Ave
Buena Park
CA
90620
3
Krikorian 18-Buena Park
8290 La Palma Ave
Buena Park
CA
90620
4
Krikorian 18-Buena Park
8290 La Palma Ave
Buena Park
CA
90620
5
Krikorian 18-Buena Park
8290 La Palma Ave
Buena Park
CA
90620
6
Krikorian 18-Buena Park
8290 La Palma Ave
Buena Park
CA
90620
7
Krikorian 18-Buena Park
8290 La Palma Ave
Buena Park
CA
90620
8
Krikorian 18-Buena Park
8290 La Palma Ave
Buena Park
CA
90620
9
Krikorian 18-Buena Park
8290 La Palma Ave
Buena Park
CA
90620
10
Krikorian 18-Buena Park
8290 La Palma Ave
Buena Park
CA
90620
11
Krikorian 18-Buena Park
8290 La Palma Ave
Buena Park
CA
90620
12
Krikorian 18-Buena Park
8290 La Palma Ave
Buena Park
CA
90620
13
Krikorian 18-Buena Park
8290 La Palma Ave
Buena Park
CA
90620
14
Krikorian 18-Buena Park
8290 La Palma Ave
Buena Park
CA
90620
15
Krikorian 18-Buena Park
8290 La Palma Ave
Buena Park
CA
90620
16
Krikorian 18-Buena Park
8290 La Palma Ave
Buena Park
CA
90620
17
Krikorian 18-Buena Park
8290 La Palma Ave
Buena Park
CA
90620
18
Krikorian 6-San Clemente
641 B Camino de los Mares
San Clemente
CA
92673
1
Krikorian 6-San Clemente
641 B Camino de los Mares
San Clemente
CA
92673
2
Krikorian 6-San Clemente
641 B Camino de los Mares
San Clemente
CA
92673
3
Krikorian 6-San Clemente
641 B Camino de los Mares
San Clemente
CA
92673
4
Krikorian 6-San Clemente
641 B Camino de los Mares
San Clemente
CA
92673
5
Krikorian 6-San Clemente
641 B Camino de los Mares
San Clemente
CA
92673
6
Krikorian Village Walk 15
8540 Whittier Blvd.
Pico Rivera
CA
90660
2
Krikorian Village Walk 15
8540 Whittier Blvd.
Pico Rivera
CA
90660
3
Krikorian Village Walk 15
8540 Whittier Blvd.
Pico Rivera
CA
90660
4
Krikorian Village Walk 15
8540 Whittier Blvd.
Pico Rivera
CA
90660
5
Krikorian Village Walk 15
8540 Whittier Blvd.
Pico Rivera
CA
90660
6
Krikorian Village Walk 15
8540 Whittier Blvd.
Pico Rivera
CA
90660
7
Krikorian Village Walk 15
8540 Whittier Blvd.
Pico Rivera
CA
90660
8
Krikorian Village Walk 15
8540 Whittier Blvd.
Pico Rivera
CA
90660
9
Krikorian Village Walk 15
8540 Whittier Blvd.
Pico Rivera
CA
90660
10
Krikorian Village Walk 15
8540 Whittier Blvd.
Pico Rivera
CA
90660
11
Krikorian Village Walk 15
8540 Whittier Blvd.
Pico Rivera
CA
90660
12
Krikorian Village Walk 15
8540 Whittier Blvd.
Pico Rivera
CA
90660
13
Krikorian Village Walk 15
8540 Whittier Blvd.
Pico Rivera
CA
90660
14
Krikorian Village Walk 15
8540 Whittier Blvd.
Pico Rivera
CA
90660
15
Krikorian Vista Village 15
25 Main St.
Vista
CA
92084
1
Krikorian Vista Village 15
25 Main St.
Vista
CA
92084
2
Krikorian Vista Village 15
25 Main St.
Vista
CA
92084
3
Krikorian Vista Village 15
25 Main St.
Vista
CA
92084
4
Krikorian Vista Village 15
25 Main St.
Vista
CA
92084
5
Krikorian Vista Village 15
25 Main St.
Vista
CA
92084
6
Krikorian Vista Village 15
25 Main St.
Vista
CA
92084
7
Krikorian Vista Village 15
25 Main St.
Vista
CA
92084
8
Krikorian Vista Village 15
25 Main St.
Vista
CA
92084
9
Krikorian Vista Village 15
25 Main St.
Vista
CA
92084
10
Krikorian Vista Village 15
25 Main St.
Vista
CA
92084
11
Krikorian Vista Village 15
25 Main St.
Vista
CA
92084
12
Krikorian Vista Village 15
25 Main St.
Vista
CA
92084
13
Krikorian Vista Village 15
25 Main St.
Vista
CA
92084
14
Krikorian Vista Village 15
25 Main St.
Vista
CA
92084
15
Liberty Science Center
222 Jersey City Boulevard
Jersey City
NJ
07305
1
Loeks Celebration 11-Mt. Pleasant
4935 E. Pickard
Mt Pleasant
MI
48858
1
Loeks Celebration 11-Mt. Pleasant
4935 E. Pickard
Mt Pleasant
MI
48858
2
Loeks Celebration 11-Mt. Pleasant
4935 E. Pickard
Mt Pleasant
MI
48858
3
Loeks Celebration 11-Mt. Pleasant
4935 E. Pickard
Mt Pleasant
MI
48858
4
Loeks Celebration 11-Mt. Pleasant
4935 E. Pickard
Mt Pleasant
MI
48858
5
Loeks Celebration 11-Mt. Pleasant
4935 E. Pickard
Mt Pleasant
MI
48858
6
Loeks Celebration 11-Mt. Pleasant
4935 E. Pickard
Mt Pleasant
MI
48858
7
Loeks Celebration 11-Mt. Pleasant
4935 E. Pickard
Mt Pleasant
MI
48858
8
Loeks Celebration 11-Mt. Pleasant
4935 E. Pickard
Mt Pleasant
MI
48858
9
Loeks Celebration 11-Mt. Pleasant
4935 E. Pickard
Mt Pleasant
MI
48858
10
Loeks Celebration 11-Mt. Pleasant
4935 E. Pickard
Mt Pleasant
MI
48858
11
Loeks Celebration 14-Benton Harbor
1468 Cinema Way
Benton Harbor
MI
49022
1
Loeks Celebration 14-Benton Harbor
1468 Cinema Way
Benton Harbor
MI
49022
2
Loeks Celebration 14-Benton Harbor
1468 Cinema Way
Benton Harbor
MI
49022
3
Loeks Celebration 14-Benton Harbor
1468 Cinema Way
Benton Harbor
MI
49022
4
Loeks Celebration 14-Benton Harbor
1468 Cinema Way
Benton Harbor
MI
49022
5
Loeks Celebration 14-Benton Harbor
1468 Cinema Way
Benton Harbor
MI
49022
6
Loeks Celebration 14-Benton Harbor
1468 Cinema Way
Benton Harbor
MI
49022
7
Loeks Celebration 14-Benton Harbor
1468 Cinema Way
Benton Harbor
MI
49022
8
Loeks Celebration 14-Benton Harbor
1468 Cinema Way
Benton Harbor
MI
49022
9
Loeks Celebration 14-Benton Harbor
1468 Cinema Way
Benton Harbor
MI
49022
10
Loeks Celebration 14-Benton Harbor
1468 Cinema Way
Benton Harbor
MI
49022
11
Loeks Celebration 14-Benton Harbor
1468 Cinema Way
Benton Harbor
MI
49022
12
Loeks Celebration 14-Benton Harbor
1468 Cinema Way
Benton Harbor
MI
49022
13
Loeks Celebration 14-Benton Harbor
1468 Cinema Way
Benton Harbor
MI
49022
14
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
1
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
2
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
3
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
4
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
5
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
6
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
7
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
8
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
9
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
10
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
11
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
12
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
13
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
14
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
15
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
16
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
17
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
18
Loeks Celebration 19-Lansing
200 East Edgewood Boulevard
Lansing
MI
48911
19
Loeks Celebration Carousel 16
4289 Grand Haven Rd
Muskegon
MI
49441
1
Loeks Celebration Carousel 16
4289 Grand Haven Rd
Muskegon
MI
49441
2
Loeks Celebration Carousel 16
4289 Grand Haven Rd
Muskegon
MI
49441
3
Loeks Celebration Carousel 16
4289 Grand Haven Rd
Muskegon
MI
49441
4
Loeks Celebration Carousel 16
4289 Grand Haven Rd
Muskegon
MI
49441
5
Loeks Celebration Carousel 16
4289 Grand Haven Rd
Muskegon
MI
49441
6
Loeks Celebration Carousel 16
4289 Grand Haven Rd
Muskegon
MI
49441
7
Loeks Celebration Carousel 16
4289 Grand Haven Rd
Muskegon
MI
49441
8
Loeks Celebration Carousel 16
4289 Grand Haven Rd
Muskegon
MI
49441
9
Loeks Celebration Carousel 16
4289 Grand Haven Rd
Muskegon
MI
49441
10
Loeks Celebration Carousel 16
4289 Grand Haven Rd
Muskegon
MI
49441
12
Loeks Celebration Carousel 16
4289 Grand Haven Rd
Muskegon
MI
49441
13
Loeks Celebration Carousel 16
4289 Grand Haven Rd
Muskegon
MI
49441
14
Loeks Celebration Carousel 16
4289 Grand Haven Rd
Muskegon
MI
49441
15
Loeks Celebration Carousel 16
4289 Grand Haven Rd
Muskegon
MI
49441
16
Loeks Celebration Carousel 16
4289 Grand Haven Rd
Muskegon
MI
49441
17
Loeks Celebration Crossroads 15
6600 Ring Rd.
Portage
MI
49024
1
Loeks Celebration Crossroads 15
6600 Ring Rd.
Portage
MI
49024
2
Loeks Celebration Crossroads 15
6600 Ring Rd.
Portage
MI
49024
3
Loeks Celebration Crossroads 15
6600 Ring Rd.
Portage
MI
49024
4
Loeks Celebration Crossroads 15
6600 Ring Rd.
Portage
MI
49024
5
Loeks Celebration Crossroads 15
6600 Ring Rd.
Portage
MI
49024
7
Loeks Celebration Crossroads 15
6600 Ring Rd.
Portage
MI
49024
8
Loeks Celebration Crossroads 15
6600 Ring Rd.
Portage
MI
49024
9
Loeks Celebration Crossroads 15
6600 Ring Rd.
Portage
MI
49024
10
Loeks Celebration Crossroads 15
6600 Ring Rd.
Portage
MI
49024
11
Loeks Celebration Crossroads 15
6600 Ring Rd.
Portage
MI
49024
12
Loeks Celebration Crossroads 15
6600 Ring Rd.
Portage
MI
49024
13
Loeks Celebration Crossroads 15
6600 Ring Rd.
Portage
MI
49024
14
Loeks Celebration Crossroads 15
6600 Ring Rd.
Portage
MI
49024
15
Loeks Celebration North 17 + IMAX
2121 Celebration Dr.NE
Grand Rapids
MI
49525
1
Loeks Celebration North 17 + IMAX
2121 Celebration Dr.NE
Grand Rapids
MI
49525
2
Loeks Celebration North 17 + IMAX
2121 Celebration Dr.NE
Grand Rapids
MI
49525
3
Loeks Celebration North 17 + IMAX
2121 Celebration Dr.NE
Grand Rapids
MI
49525
4
Loeks Celebration North 17 + IMAX
2121 Celebration Dr.NE
Grand Rapids
MI
49525
5
Loeks Celebration North 17 + IMAX
2121 Celebration Dr.NE
Grand Rapids
MI
49525
6
Loeks Celebration North 17 + IMAX
2121 Celebration Dr.NE
Grand Rapids
MI
49525
7
Loeks Celebration North 17 + IMAX
2121 Celebration Dr.NE
Grand Rapids
MI
49525
8
Loeks Celebration North 17 + IMAX
2121 Celebration Dr.NE
Grand Rapids
MI
49525
9
Loeks Celebration North 17 + IMAX
2121 Celebration Dr.NE
Grand Rapids
MI
49525
10
Loeks Celebration North 17 + IMAX
2121 Celebration Dr.NE
Grand Rapids
MI
49525
11
Loeks Celebration North 17 + IMAX
2121 Celebration Dr.NE
Grand Rapids
MI
49525
12
Loeks Celebration North 17 + IMAX
2121 Celebration Dr.NE
Grand Rapids
MI
49525
13
Loeks Celebration North 17 + IMAX
2121 Celebration Dr.NE
Grand Rapids
MI
49525
14
Loeks Celebration North 17 + IMAX
2121 Celebration Dr.NE
Grand Rapids
MI
49525
15
Loeks Celebration North 17 + IMAX
2121 Celebration Dr.NE
Grand Rapids
MI
49525
16
Loeks Celebration North 17 + IMAX
2121 Celebration Dr.NE
Grand Rapids
MI
49525
17
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
1
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
2
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
3
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
4
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
5
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
6
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
7
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
8
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
9
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
10
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
11
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
12
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
13
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
14
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
15
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
16
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
17
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
18
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
19
Loeks Celebration Rivertown 20
3728 River Town Pkwy, SW
Grandville
MI
49418
20
Loeks Celebration South 16
1506 Eastport Dr SE
Grand Rapids
MI
49508
1
Loeks Celebration South 16
1506 Eastport Dr SE
Grand Rapids
MI
49508
2
Loeks Celebration South 16
1506 Eastport Dr SE
Grand Rapids
MI
49508
3
Loeks Celebration South 16
1506 Eastport Dr SE
Grand Rapids
MI
49508
4
Loeks Celebration South 16
1506 Eastport Dr SE
Grand Rapids
MI
49508
5
Loeks Celebration South 16
1506 Eastport Dr SE
Grand Rapids
MI
49508
6
Loeks Celebration South 16
1506 Eastport Dr SE
Grand Rapids
MI
49508
7
Loeks Celebration South 16
1506 Eastport Dr SE
Grand Rapids
MI
49508
8
Loeks Celebration South 16
1506 Eastport Dr SE
Grand Rapids
MI
49508
9
Loeks Celebration South 16
1506 Eastport Dr SE
Grand Rapids
MI
49508
10
Loeks Celebration South 16
1506 Eastport Dr SE
Grand Rapids
MI
49508
11
Loeks Celebration South 16
1506 Eastport Dr SE
Grand Rapids
MI
49508
12
Loeks Celebration South 16
1506 Eastport Dr SE
Grand Rapids
MI
49508
13
Loeks Celebration South 16
1506 Eastport Dr SE
Grand Rapids
MI
49508
14
Loeks Celebration South 16
1506 Eastport Dr SE
Grand Rapids
MI
49508
15
Loeks Celebration South 16
1506 Eastport Dr SE
Grand Rapids
MI
49508
16
Marquee Coralwood 10
2301 Del Prado Blvd Suite 900
Cape Coral
FL
33990
1
Marquee Coralwood 10
2301 Del Prado Blvd Suite 900
Cape Coral
FL
33990
2
Marquee Coralwood 10
2301 Del Prado Blvd Suite 900
Cape Coral
FL
33990
3
Marquee Coralwood 10
2301 Del Prado Blvd Suite 900
Cape Coral
FL
33990
4
Marquee Coralwood 10
2301 Del Prado Blvd Suite 900
Cape Coral
FL
33990
5
Marquee Coralwood 10
2301 Del Prado Blvd Suite 900
Cape Coral
FL
33990
6
Marquee Coralwood 10
2301 Del Prado Blvd Suite 900
Cape Coral
FL
33990
7
Marquee Coralwood 10
2301 Del Prado Blvd Suite 900
Cape Coral
FL
33990
8
Marquee Coralwood 10
2301 Del Prado Blvd Suite 900
Cape Coral
FL
33990
9
Marquee Coralwood 10
2301 Del Prado Blvd Suite 900
Cape Coral
FL
33990
10
Marquee Fort Henry 11
2101 Ft. Henry Drive
Kingsport
TN
37664
1
Marquee Fort Henry 11
2101 Ft. Henry Drive
Kingsport
TN
37664
2
Marquee Fort Henry 11
2101 Ft. Henry Drive
Kingsport
TN
37664
3
Marquee Fort Henry 11
2101 Ft. Henry Drive
Kingsport
TN
37664
4
Marquee Fort Henry 11
2101 Ft. Henry Drive
Kingsport
TN
37664
5
Marquee Fort Henry 11
2101 Ft. Henry Drive
Kingsport
TN
37664
6
Marquee Fort Henry 11
2101 Ft. Henry Drive
Kingsport
TN
37664
7
Marquee Fort Henry 11
2101 Ft. Henry Drive
Kingsport
TN
37664
8
Marquee Fort Henry 11
2101 Ft. Henry Drive
Kingsport
TN
37664
9
Marquee Fort Henry 11
2101 Ft. Henry Drive
Kingsport
TN
37664
10
Marquee Fort Henry 11
2101 Ft. Henry Drive
Kingsport
TN
37664
11
Marquee Galleria 14-Beckley
220 Galleria Plaza
Beckley
WV
25801
1
Marquee Galleria 14-Beckley
220 Galleria Plaza
Beckley
WV
25801
2
Marquee Galleria 14-Beckley
220 Galleria Plaza
Beckley
WV
25801
3
Marquee Galleria 14-Beckley
220 Galleria Plaza
Beckley
WV
25801
4
Marquee Galleria 14-Beckley
220 Galleria Plaza
Beckley
WV
25801
5
Marquee Galleria 14-Beckley
220 Galleria Plaza
Beckley
WV
25801
6
Marquee Galleria 14-Beckley
220 Galleria Plaza
Beckley
WV
25801
7
Marquee Galleria 14-Beckley
220 Galleria Plaza
Beckley
WV
25801
8
Marquee Galleria 14-Beckley
220 Galleria Plaza
Beckley
WV
25801
9
Marquee Galleria 14-Beckley
220 Galleria Plaza
Beckley
WV
25801
10
Marquee Galleria 14-Beckley
220 Galleria Plaza
Beckley
WV
25801
11
Marquee Galleria 14-Beckley
220 Galleria Plaza
Beckley
WV
25801
12
Marquee Galleria 14-Beckley
220 Galleria Plaza
Beckley
WV
25801
13
Marquee Galleria 14-Beckley
220 Galleria Plaza
Beckley
WV
25801
14
Marquee Highland 8
2400 Happy Valley Road
Glasgow
KY
42141
1
Marquee Highland 8
2400 Happy Valley Road
Glasgow
KY
42141
2
Marquee Highland 8
2400 Happy Valley Road
Glasgow
KY
42141
3
Marquee Highland 8
2400 Happy Valley Road
Glasgow
KY
42141
4
Marquee Highland 8
2400 Happy Valley Road
Glasgow
KY
42141
5
Marquee Highland 8
2400 Happy Valley Road
Glasgow
KY
42141
6
Marquee Highland 8
2400 Happy Valley Road
Glasgow
KY
42141
7
Marquee Highland 8
2400 Happy Valley Road
Glasgow
KY
42141
8
Marquee Highlands 14
150 Sim Circle
Triadelphia
WV
26059
1
Marquee Highlands 14
150 Sim Circle
Triadelphia
WV
26059
2
Marquee Highlands 14
150 Sim Circle
Triadelphia
WV
26059
3
Marquee Highlands 14
150 Sim Circle
Triadelphia
WV
26059
4
Marquee Highlands 14
150 Sim Circle
Triadelphia
WV
26059
5
Marquee Highlands 14
150 Sim Circle
Triadelphia
WV
26059
6
Marquee Highlands 14
150 Sim Circle
Triadelphia
WV
26059
7
Marquee Highlands 14
150 Sim Circle
Triadelphia
WV
26059
8
Marquee Highlands 14
150 Sim Circle
Triadelphia
WV
26059
9
Marquee Highlands 14
150 Sim Circle
Triadelphia
WV
26059
10
Marquee Highlands 14
150 Sim Circle
Triadelphia
WV
26059
11
Marquee Highlands 14
150 Sim Circle
Triadelphia
WV
26059
12
Marquee Highlands 14
150 Sim Circle
Triadelphia
WV
26059
13
Marquee Highlands 14
150 Sim Circle
Triadelphia
WV
26059
14
Marquee Mimosa 7
101 S. Green St.
Morganton
NC
28655-3423
1
Marquee Mimosa 7
101 S. Green St.
Morganton
NC
28655-3423
2
Marquee Mimosa 7
101 S. Green St.
Morganton
NC
28655-3423
3
Marquee Mimosa 7
101 S. Green St.
Morganton
NC
28655-3423
4
Marquee Mimosa 7
101 S. Green St.
Morganton
NC
28655-3423
5
Marquee Mimosa 7
101 S. Green St.
Morganton
NC
28655-3423
6
Marquee Mimosa 7
101 S. Green St.
Morganton
NC
28655-3423
7
Marquee Nicholas Showplace 4
300 Merchants Walk
Summersville
WV
26651
1
Marquee Nicholas Showplace 4
300 Merchants Walk
Summersville
WV
26651
2
Marquee Nicholas Showplace 4
300 Merchants Walk
Summersville
WV
26651
3
Marquee Nicholas Showplace 4
300 Merchants Walk
Summersville
WV
26651
4
Marquee Orchard 10-Toms River
1311 Route 37W Suite 5
Toms River
NJ
08755
1
Marquee Orchard 10-Toms River
1311 Route 37W Suite 5
Toms River
NJ
08755
2
Marquee Orchard 10-Toms River
1311 Route 37W Suite 5
Toms River
NJ
08755
3
Marquee Orchard 10-Toms River
1311 Route 37W Suite 5
Toms River
NJ
08755
4
Marquee Orchard 10-Toms River
1311 Route 37W Suite 5
Toms River
NJ
08755
5
Marquee Orchard 10-Toms River
1311 Route 37W Suite 5
Toms River
NJ
08755
6
Marquee Orchard 10-Toms River
1311 Route 37W Suite 5
Toms River
NJ
08755
7
Marquee Orchard 10-Toms River
1311 Route 37W Suite 5
Toms River
NJ
08755
8
Marquee Orchard 10-Toms River
1311 Route 37W Suite 5
Toms River
NJ
08755
9
Marquee Orchard 10-Toms River
1311 Route 37W Suite 5
Toms River
NJ
08755
10
Marquee Orchard 14-New Hartford
20 Ellinwood Drive.
New Hartford
NY
13413
1
Marquee Orchard 14-New Hartford
20 Ellinwood Drive.
New Hartford
NY
13413
2
Marquee Orchard 14-New Hartford
20 Ellinwood Drive.
New Hartford
NY
13413
3
Marquee Orchard 14-New Hartford
20 Ellinwood Drive.
New Hartford
NY
13413
4
Marquee Orchard 14-New Hartford
20 Ellinwood Drive.
New Hartford
NY
13413
5
Marquee Orchard 14-New Hartford
20 Ellinwood Drive.
New Hartford
NY
13413
6
Marquee Orchard 14-New Hartford
20 Ellinwood Drive.
New Hartford
NY
13413
7
Marquee Orchard 14-New Hartford
20 Ellinwood Drive.
New Hartford
NY
13413
8
Marquee Orchard 14-New Hartford
20 Ellinwood Drive.
New Hartford
NY
13413
9
Marquee Orchard 14-New Hartford
20 Ellinwood Drive.
New Hartford
NY
13413
10
Marquee Orchard 14-New Hartford
20 Ellinwood Drive.
New Hartford
NY
13413
11
Marquee Orchard 14-New Hartford
20 Ellinwood Drive.
New Hartford
NY
13413
12
Marquee Orchard 14-New Hartford
20 Ellinwood Drive.
New Hartford
NY
13413
13
Marquee Orchard 14-New Hartford
20 Ellinwood Drive.
New Hartford
NY
13413
14
Marquee Pullman Square 16
220 9th Street
Huntington
WV
25701
1
Marquee Pullman Square 16
220 9th Street
Huntington
WV
25701
2
Marquee Pullman Square 16
220 9th Street
Huntington
WV
25701
3
Marquee Pullman Square 16
220 9th Street
Huntington
WV
25701
4
Marquee Pullman Square 16
220 9th Street
Huntington
WV
25701
5
Marquee Pullman Square 16
220 9th Street
Huntington
WV
25701
6
Marquee Pullman Square 16
220 9th Street
Huntington
WV
25701
7
Marquee Pullman Square 16
220 9th Street
Huntington
WV
25701
8
Marquee Pullman Square 16
220 9th Street
Huntington
WV
25701
9
Marquee Pullman Square 16
220 9th Street
Huntington
WV
25701
10
Marquee Pullman Square 16
220 9th Street
Huntington
WV
25701
11
Marquee Pullman Square 16
220 9th Street
Huntington
WV
25701
12
Marquee Pullman Square 16
220 9th Street
Huntington
WV
25701
13
Marquee Pullman Square 16
220 9th Street
Huntington
WV
25701
14
Marquee Pullman Square 16
220 9th Street
Huntington
WV
25701
15
Marquee Pullman Square 16
220 9th Street
Huntington
WV
25701
16
Marquee Southpoint 9
5800 Southpoint Boulevard
Fredericksburg
VA
22407
1
Marquee Southpoint 9
5800 Southpoint Boulevard
Fredericksburg
VA
22407
2
Marquee Southpoint 9
5800 Southpoint Boulevard
Fredericksburg
VA
22407
3
Marquee Southpoint 9
5800 Southpoint Boulevard
Fredericksburg
VA
22407
4
Marquee Southpoint 9
5800 Southpoint Boulevard
Fredericksburg
VA
22407
5
Marquee Southpoint 9
5800 Southpoint Boulevard
Fredericksburg
VA
22407
6
Marquee Southpoint 9
5800 Southpoint Boulevard
Fredericksburg
VA
22407
7
Marquee Southpoint 9
5800 Southpoint Boulevard
Fredericksburg
VA
22407
8
Marquee Southpoint 9
5800 Southpoint Boulevard
Fredericksburg
VA
22407
9
Marquee Southridge 12
331 Southridge Boulevard
Charleston
WV
25309
1
Marquee Southridge 12
331 Southridge Boulevard
Charleston
WV
25309
2
Marquee Southridge 12
331 Southridge Boulevard
Charleston
WV
25309
3
Marquee Southridge 12
331 Southridge Boulevard
Charleston
WV
25309
4
Marquee Southridge 12
331 Southridge Boulevard
Charleston
WV
25309
5
Marquee Southridge 12
331 Southridge Boulevard
Charleston
WV
25309
6
Marquee Southridge 12
331 Southridge Boulevard
Charleston
WV
25309
7
Marquee Southridge 12
331 Southridge Boulevard
Charleston
WV
25309
8
Marquee Southridge 12
331 Southridge Boulevard
Charleston
WV
25309
9
Marquee Southridge 12
331 Southridge Boulevard
Charleston
WV
25309
10
Marquee Southridge 12
331 Southridge Boulevard
Charleston
WV
25309
11
Marquee Southridge 12
331 Southridge Boulevard
Charleston
WV
25309
12
Marquee Statesville Eastside 10
1515 Cinema Dr.
Statesville
NC
28625
1
Marquee Statesville Eastside 10
1515 Cinema Dr.
Statesville
NC
28625
2
Marquee Statesville Eastside 10
1515 Cinema Dr.
Statesville
NC
28625
3
Marquee Statesville Eastside 10
1515 Cinema Dr.
Statesville
NC
28625
4
Marquee Statesville Eastside 10
1515 Cinema Dr.
Statesville
NC
28625
5
Marquee Statesville Eastside 10
1515 Cinema Dr.
Statesville
NC
28625
6
Marquee Statesville Eastside 10
1515 Cinema Dr.
Statesville
NC
28625
7
Marquee Statesville Eastside 10
1515 Cinema Dr.
Statesville
NC
28625
8
Marquee Statesville Eastside 10
1515 Cinema Dr.
Statesville
NC
28625
9
Marquee Statesville Eastside 10
1515 Cinema Dr.
Statesville
NC
28625
10
Marquee Wakefield 12
10600 Common Oak Drive
Raleigh
NC
27614
1
Marquee Wakefield 12
10600 Common Oak Drive
Raleigh
NC
27614
2
Marquee Wakefield 12
10600 Common Oak Drive
Raleigh
NC
27614
3
Marquee Wakefield 12
10600 Common Oak Drive
Raleigh
NC
27614
4
Marquee Wakefield 12
10600 Common Oak Drive
Raleigh
NC
27614
5
Marquee Wakefield 12
10600 Common Oak Drive
Raleigh
NC
27614
6
Marquee Wakefield 12
10600 Common Oak Drive
Raleigh
NC
27614
7
Marquee Wakefield 12
10600 Common Oak Drive
Raleigh
NC
27614
8
Marquee Wakefield 12
10600 Common Oak Drive
Raleigh
NC
27614
9
Marquee Wakefield 12
10600 Common Oak Drive
Raleigh
NC
27614
10
Marquee Wakefield 12
10600 Common Oak Drive
Raleigh
NC
27614
11
Marquee Wakefield 12
10600 Common Oak Drive
Raleigh
NC
27614
12
Marquee Westbrook 12
314 Flat Rock Place Building M
Westbrook
CT
06498
1
Marquee Westbrook 12
314 Flat Rock Place Building M
Westbrook
CT
06498
2
Marquee Westbrook 12
314 Flat Rock Place Building M
Westbrook
CT
06498
3
Marquee Westbrook 12
314 Flat Rock Place Building M
Westbrook
CT
06498
4
Marquee Westbrook 12
314 Flat Rock Place Building M
Westbrook
CT
06498
5
Marquee Westbrook 12
314 Flat Rock Place Building M
Westbrook
CT
06498
6
Marquee Westbrook 12
314 Flat Rock Place Building M
Westbrook
CT
06498
7
Marquee Westbrook 12
314 Flat Rock Place Building M
Westbrook
CT
06498
8
Marquee Westbrook 12
314 Flat Rock Place Building M
Westbrook
CT
06498
9
Marquee Westbrook 12
314 Flat Rock Place Building M
Westbrook
CT
06498
10
Marquee Westbrook 12
314 Flat Rock Place Building M
Westbrook
CT
06498
11
Marquee Westbrook 12
314 Flat Rock Place Building M
Westbrook
CT
06498
12
Marquee Wytheville Commons 8
187 Dominion Street
Wytheville
VA
24382
1
Marquee Wytheville Commons 8
187 Dominion Street
Wytheville
VA
24382
2
Marquee Wytheville Commons 8
187 Dominion Street
Wytheville
VA
24382
3
Marquee Wytheville Commons 8
187 Dominion Street
Wytheville
VA
24382
4
Marquee Wytheville Commons 8
187 Dominion Street
Wytheville
VA
24382
5
Marquee Wytheville Commons 8
187 Dominion Street
Wytheville
VA
24382
6
Marquee Wytheville Commons 8
187 Dominion Street
Wytheville
VA
24382
7
Marquee Wytheville Commons 8
187 Dominion Street
Wytheville
VA
24382
8
MJR 10-Adrian
3150 N. Adrian Hwy.
Adrian
MI
49221
1
MJR 10-Adrian
3150 N. Adrian Hwy.
Adrian
MI
49221
2
MJR 10-Adrian
3150 N. Adrian Hwy.
Adrian
MI
49221
3
MJR 10-Adrian
3150 N. Adrian Hwy.
Adrian
MI
49221
4
MJR 10-Adrian
3150 N. Adrian Hwy.
Adrian
MI
49221
5
MJR 10-Adrian
3150 N. Adrian Hwy.
Adrian
MI
49221
6
MJR 10-Adrian
3150 N. Adrian Hwy.
Adrian
MI
49221
7
MJR 10-Adrian
3150 N. Adrian Hwy.
Adrian
MI
49221
8
MJR 10-Adrian
3150 N. Adrian Hwy.
Adrian
MI
49221
9
MJR 10-Adrian
3150 N. Adrian Hwy.
Adrian
MI
49221
10
MJR 16-Waterford
7501 Highland Rd.
Waterford
MI
48327
1
MJR 16-Waterford
7501 Highland Rd.
Waterford
MI
48327
2
MJR 16-Waterford
7501 Highland Rd.
Waterford
MI
48327
3
MJR 16-Waterford
7501 Highland Rd.
Waterford
MI
48327
4
MJR 16-Waterford
7501 Highland Rd.
Waterford
MI
48327
5
MJR 16-Waterford
7501 Highland Rd.
Waterford
MI
48327
6
MJR 16-Waterford
7501 Highland Rd.
Waterford
MI
48327
7
MJR 16-Waterford
7501 Highland Rd.
Waterford
MI
48327
8
MJR 16-Waterford
7501 Highland Rd.
Waterford
MI
48327
9
MJR 16-Waterford
7501 Highland Rd.
Waterford
MI
48327
10
MJR 16-Waterford
7501 Highland Rd.
Waterford
MI
48327
11
MJR 16-Waterford
7501 Highland Rd.
Waterford
MI
48327
12
MJR 16-Waterford
7501 Highland Rd.
Waterford
MI
48327
13
MJR 16-Waterford
7501 Highland Rd.
Waterford
MI
48327
14
MJR 16-Waterford
7501 Highland Rd.
Waterford
MI
48327
15
MJR 16-Waterford
7501 Highland Rd.
Waterford
MI
48327
16
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
1
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
2
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
3
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
4
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
5
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
6
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
7
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
8
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
9
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
10
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
11
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
12
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
13
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
14
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
15
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
16
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
17
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
18
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
19
MJR 20-Southgate
15651 Trenton Rd.
Southgate
MI
48195
20
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
1
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
2
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
3
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
4
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
5
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
6
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
7
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
8
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
9
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
10
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
11
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
12
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
13
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
14
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
15
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
16
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
17
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
18
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
19
MJR Brighton Town Square 20
8200 Murphy Drive
Brighton
MI
48116
20
MJR Chesterfield Crossing 16
50675 Gratiot Ave.
Chesterfield
MI
48051
1
MJR Chesterfield Crossing 16
50675 Gratiot Ave.
Chesterfield
MI
48051
2
MJR Chesterfield Crossing 16
50675 Gratiot Ave.
Chesterfield
MI
48051
3
MJR Chesterfield Crossing 16
50675 Gratiot Ave.
Chesterfield
MI
48051
4
MJR Chesterfield Crossing 16
50675 Gratiot Ave.
Chesterfield
MI
48051
5
MJR Chesterfield Crossing 16
50675 Gratiot Ave.
Chesterfield
MI
48051
6
MJR Chesterfield Crossing 16
50675 Gratiot Ave.
Chesterfield
MI
48051
7
MJR Chesterfield Crossing 16
50675 Gratiot Ave.
Chesterfield
MI
48051
8
MJR Chesterfield Crossing 16
50675 Gratiot Ave.
Chesterfield
MI
48051
9
MJR Chesterfield Crossing 16
50675 Gratiot Ave.
Chesterfield
MI
48051
10
MJR Chesterfield Crossing 16
50675 Gratiot Ave.
Chesterfield
MI
48051
11
MJR Chesterfield Crossing 16
50675 Gratiot Ave.
Chesterfield
MI
48051
12
MJR Chesterfield Crossing 16
50675 Gratiot Ave.
Chesterfield
MI
48051
13
MJR Chesterfield Crossing 16
50675 Gratiot Ave.
Chesterfield
MI
48051
14
MJR Chesterfield Crossing 16
50675 Gratiot Ave.
Chesterfield
MI
48051
15
MJR Chesterfield Crossing 16
50675 Gratiot Ave.
Chesterfield
MI
48051
16
MJR Partridge Creek 14
17400 Hall Road
Clinton Township
MI
48038
1
MJR Partridge Creek 14
17400 Hall Road
Clinton Township
MI
48038
2
MJR Partridge Creek 14
17400 Hall Road
Clinton Township
MI
48038
3
MJR Partridge Creek 14
17400 Hall Road
Clinton Township
MI
48038
4
MJR Partridge Creek 14
17400 Hall Road
Clinton Township
MI
48038
5
MJR Partridge Creek 14
17400 Hall Road
Clinton Township
MI
48038
6
MJR Partridge Creek 14
17400 Hall Road
Clinton Township
MI
48038
7
MJR Partridge Creek 14
17400 Hall Road
Clinton Township
MI
48038
8
MJR Partridge Creek 14
17400 Hall Road
Clinton Township
MI
48038
9
MJR Partridge Creek 14
17400 Hall Road
Clinton Township
MI
48038
10
MJR Partridge Creek 14
17400 Hall Road
Clinton Township
MI
48038
11
MJR Partridge Creek 14
17400 Hall Road
Clinton Township
MI
48038
12
MJR Partridge Creek 14
17400 Hall Road
Clinton Township
MI
48038
13
MJR Partridge Creek 14
17400 Hall Road
Clinton Township
MI
48038
14
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
1
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
2
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
3
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
4
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
5
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
6
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
7
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
8
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
9
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
10
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
11
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
12
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
13
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
14
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
15
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
16
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
17
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
18
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
19
MJR Sterling Heights Marketplace 20
35400 Van Dyke
Sterling Heights
MI
48312
20
NCG Alma Cinema 6
3002 West Monroe St.
Alma
MI
48801
1
NCG Alma Cinema 6
3002 West Monroe St.
Alma
MI
48801
2
NCG Alma Cinema 6
3002 West Monroe St.
Alma
MI
48801
3
NCG Alma Cinema 6
3002 West Monroe St.
Alma
MI
48801
4
NCG Alma Cinema 6
3002 West Monroe St.
Alma
MI
48801
5
NCG Alma Cinema 6
3002 West Monroe St.
Alma
MI
48801
6
NCG Auburn Cinema 8
1111 Smaltz Way
Auburn
IN
46706
1
NCG Auburn Cinema 8
1111 Smaltz Way
Auburn
IN
46706
2
NCG Auburn Cinema 8
1111 Smaltz Way
Auburn
IN
46706
3
NCG Auburn Cinema 8
1111 Smaltz Way
Auburn
IN
46706
4
NCG Auburn Cinema 8
1111 Smaltz Way
Auburn
IN
46706
5
NCG Auburn Cinema 8
1111 Smaltz Way
Auburn
IN
46706
6
NCG Auburn Cinema 8
1111 Smaltz Way
Auburn
IN
46706
7
NCG Auburn Cinema 8
1111 Smaltz Way
Auburn
IN
46706
8
NCG Coldwater Cinema 7
414 N. Willowbrook Road
Coldwater
MI
49036
1
NCG Coldwater Cinema 7
414 N. Willowbrook Road
Coldwater
MI
49036
2
NCG Coldwater Cinema 7
414 N. Willowbrook Road
Coldwater
MI
49036
3
NCG Coldwater Cinema 7
414 N. Willowbrook Road
Coldwater
MI
49036
4
NCG Coldwater Cinema 7
414 N. Willowbrook Road
Coldwater
MI
49036
5
NCG Coldwater Cinema 7
414 N. Willowbrook Road
Coldwater
MI
49036
6
NCG Coldwater Cinema 7
414 N. Willowbrook Road
Coldwater
MI
49036
7
NCG Courtland 6
4190 E. Court St.
Burton
MI
48509
1
NCG Courtland 6
4190 E. Court St.
Burton
MI
48509
2
NCG Courtland 6
4190 E. Court St.
Burton
MI
48509
3
NCG Courtland 6
4190 E. Court St.
Burton
MI
48509
4
NCG Courtland 6
4190 E. Court St.
Burton
MI
48509
5
NCG Courtland 6
4190 E. Court St.
Burton
MI
48509
6
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
1
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
2
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
3
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
4
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
5
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
6
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
7
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
8
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
9
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
10
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
11
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
12
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
13
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
14
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
15
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
16
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
17
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
18
NCG Eastwood Cinema 19
2500 Showtime Drive
Lansing
MI
48912
19
NCG Gallatin Cinema 10
1035 Greensboro Dr.
Gallatin
TN
37066
1
NCG Gallatin Cinema 10
1035 Greensboro Dr.
Gallatin
TN
37066
2
NCG Gallatin Cinema 10
1035 Greensboro Dr.
Gallatin
TN
37066
3
NCG Gallatin Cinema 10
1035 Greensboro Dr.
Gallatin
TN
37066
4
NCG Gallatin Cinema 10
1035 Greensboro Dr.
Gallatin
TN
37066
5
NCG Gallatin Cinema 10
1035 Greensboro Dr.
Gallatin
TN
37066
6
NCG Gallatin Cinema 10
1035 Greensboro Dr.
Gallatin
TN
37066
7
NCG Gallatin Cinema 10
1035 Greensboro Dr.
Gallatin
TN
37066
8
NCG Gallatin Cinema 10
1035 Greensboro Dr.
Gallatin
TN
37066
9
NCG Gallatin Cinema 10
1035 Greensboro Dr.
Gallatin
TN
37066
10
NCG Greenville Cinema 7
1500 North Lafayette
Greenville
MI
48838
1
NCG Greenville Cinema 7
1500 North Lafayette
Greenville
MI
48838
2
NCG Greenville Cinema 7
1500 North Lafayette
Greenville
MI
48838
3
NCG Greenville Cinema 7
1500 North Lafayette
Greenville
MI
48838
4
NCG Greenville Cinema 7
1500 North Lafayette
Greenville
MI
48838
5
NCG Greenville Cinema 7
1500 North Lafayette
Greenville
MI
48838
6
NCG Greenville Cinema 7
1500 North Lafayette
Greenville
MI
48838
7
NCG Lapeer Cinema 8
1650 Demille Rd.
Lapeer
MI
48446
1
NCG Lapeer Cinema 8
1650 Demille Rd.
Lapeer
MI
48446
2
NCG Lapeer Cinema 8
1650 Demille Rd.
Lapeer
MI
48446
3
NCG Lapeer Cinema 8
1650 Demille Rd.
Lapeer
MI
48446
4
NCG Lapeer Cinema 8
1650 Demille Rd.
Lapeer
MI
48446
5
NCG Lapeer Cinema 8
1650 Demille Rd.
Lapeer
MI
48446
6
NCG Lapeer Cinema 8
1650 Demille Rd.
Lapeer
MI
48446
7
NCG Lapeer Cinema 8
1650 Demille Rd.
Lapeer
MI
48446
8
NCG Midland Cinema 11
6540 Cinema Drive
Midland
MI
48640
1
NCG Midland Cinema 11
6540 Cinema Drive
Midland
MI
48640
2
NCG Midland Cinema 11
6540 Cinema Drive
Midland
MI
48640
3
NCG Midland Cinema 11
6540 Cinema Drive
Midland
MI
48640
4
NCG Midland Cinema 11
6540 Cinema Drive
Midland
MI
48640
5
NCG Midland Cinema 11
6540 Cinema Drive
Midland
MI
48640
6
NCG Midland Cinema 11
6540 Cinema Drive
Midland
MI
48640
7
NCG Midland Cinema 11
6540 Cinema Drive
Midland
MI
48640
8
NCG Midland Cinema 11
6540 Cinema Drive
Midland
MI
48640
9
NCG Midland Cinema 11
6540 Cinema Drive
Midland
MI
48640
10
NCG Midland Cinema 11
6540 Cinema Drive
Midland
MI
48640
11
NCG Owosso Cinema 7
314 East Comstock
Owosso
MI
48867
1
NCG Owosso Cinema 7
314 East Comstock
Owosso
MI
48867
2
NCG Owosso Cinema 7
314 East Comstock
Owosso
MI
48867
3
NCG Owosso Cinema 7
314 East Comstock
Owosso
MI
48867
4
NCG Owosso Cinema 7
314 East Comstock
Owosso
MI
48867
5
NCG Owosso Cinema 7
314 East Comstock
Owosso
MI
48867
6
NCG Owosso Cinema 7
314 East Comstock
Owosso
MI
48867
7
NCG Trillium Cinema 14
8220 Trillium Circle Ave
Grand Blanc
MI
48439
1
NCG Trillium Cinema 14
8220 Trillium Circle Ave
Grand Blanc
MI
48439
2
NCG Trillium Cinema 14
8220 Trillium Circle Ave
Grand Blanc
MI
48439
3
NCG Trillium Cinema 14
8220 Trillium Circle Ave
Grand Blanc
MI
48439
4
NCG Trillium Cinema 14
8220 Trillium Circle Ave
Grand Blanc
MI
48439
5
NCG Trillium Cinema 14
8220 Trillium Circle Ave
Grand Blanc
MI
48439
6
NCG Trillium Cinema 14
8220 Trillium Circle Ave
Grand Blanc
MI
48439
7
NCG Trillium Cinema 14
8220 Trillium Circle Ave
Grand Blanc
MI
48439
8
NCG Trillium Cinema 14
8220 Trillium Circle Ave
Grand Blanc
MI
48439
9
NCG Trillium Cinema 14
8220 Trillium Circle Ave
Grand Blanc
MI
48439
10
NCG Trillium Cinema 14
8220 Trillium Circle Ave
Grand Blanc
MI
48439
11
NCG Trillium Cinema 14
8220 Trillium Circle Ave
Grand Blanc
MI
48439
12
NCG Trillium Cinema 14
8220 Trillium Circle Ave
Grand Blanc
MI
48439
13
NCG Trillium Cinema 14
8220 Trillium Circle Ave
Grand Blanc
MI
48439
14
Rave 12-Enfield
90 Elm St. Westfield Shoppingtown
Enfield
CT
06082
1
Rave 12-Enfield
90 Elm St. Westfield Shoppingtown
Enfield
CT
06082
2
Rave 12-Enfield
90 Elm St. Westfield Shoppingtown
Enfield
CT
06082
3
Rave 12-Enfield
90 Elm St. Westfield Shoppingtown
Enfield
CT
06082
4
Rave 12-Enfield
90 Elm St. Westfield Shoppingtown
Enfield
CT
06082
5
Rave 12-Enfield
90 Elm St. Westfield Shoppingtown
Enfield
CT
06082
6
Rave 12-Enfield
90 Elm St. Westfield Shoppingtown
Enfield
CT
06082
7
Rave 12-Enfield
90 Elm St. Westfield Shoppingtown
Enfield
CT
06082
8
Rave 12-Enfield
90 Elm St. Westfield Shoppingtown
Enfield
CT
06082
9
Rave 12-Enfield
90 Elm St. Westfield Shoppingtown
Enfield
CT
06082
10
Rave 12-Enfield
90 Elm St. Westfield Shoppingtown
Enfield
CT
06082
11
Rave 12-Enfield
90 Elm St. Westfield Shoppingtown
Enfield
CT
06082
12
Rave Colonel Glenn 18
18 Colonel Glenn Plaza Drive
Little Rock
AR
72210
1
Rave Colonel Glenn 18
18 Colonel Glenn Plaza Drive
Little Rock
AR
72210
2
Rave Colonel Glenn 18
18 Colonel Glenn Plaza Drive
Little Rock
AR
72210
3
Rave Colonel Glenn 18
18 Colonel Glenn Plaza Drive
Little Rock
AR
72210
4
Rave Colonel Glenn 18
18 Colonel Glenn Plaza Drive
Little Rock
AR
72210
5
Rave Colonel Glenn 18
18 Colonel Glenn Plaza Drive
Little Rock
AR
72210
6
Rave Colonel Glenn 18
18 Colonel Glenn Plaza Drive
Little Rock
AR
72210
7
Rave Colonel Glenn 18
18 Colonel Glenn Plaza Drive
Little Rock
AR
72210
8
Rave Colonel Glenn 18
18 Colonel Glenn Plaza Drive
Little Rock
AR
72210
9
Rave Colonel Glenn 18
18 Colonel Glenn Plaza Drive
Little Rock
AR
72210
10
Rave Colonel Glenn 18
18 Colonel Glenn Plaza Drive
Little Rock
AR
72210
11
Rave Colonel Glenn 18
18 Colonel Glenn Plaza Drive
Little Rock
AR
72210
12
Rave Colonel Glenn 18
18 Colonel Glenn Plaza Drive
Little Rock
AR
72210
13
Rave Colonel Glenn 18
18 Colonel Glenn Plaza Drive
Little Rock
AR
72210
14
Rave Colonel Glenn 18
18 Colonel Glenn Plaza Drive
Little Rock
AR
72210
15
Rave Colonel Glenn 18
18 Colonel Glenn Plaza Drive
Little Rock
AR
72210
16
Rave Colonel Glenn 18
18 Colonel Glenn Plaza Drive
Little Rock
AR
72210
17
Rave Colonel Glenn 18
18 Colonel Glenn Plaza Drive
Little Rock
AR
72210
18
Rave Hickory Creek 16
8380 S. Stemmons
Hickory Creek
TX
75065
1
Rave Hickory Creek 16
8380 S. Stemmons
Hickory Creek
TX
75065
2
Rave Hickory Creek 16
8380 S. Stemmons
Hickory Creek
TX
75065
3
Rave Hickory Creek 16
8380 S. Stemmons
Hickory Creek
TX
75065
4
Rave Hickory Creek 16
8380 S. Stemmons
Hickory Creek
TX
75065
5
Rave Hickory Creek 16
8380 S. Stemmons
Hickory Creek
TX
75065
6
Rave Hickory Creek 16
8380 S. Stemmons
Hickory Creek
TX
75065
7
Rave Hickory Creek 16
8380 S. Stemmons
Hickory Creek
TX
75065
8
Rave Hickory Creek 16
8380 S. Stemmons
Hickory Creek
TX
75065
9
Rave Hickory Creek 16
8380 S. Stemmons
Hickory Creek
TX
75065
10
Rave Hickory Creek 16
8380 S. Stemmons
Hickory Creek
TX
75065
11
Rave Hickory Creek 16
8380 S. Stemmons
Hickory Creek
TX
75065
12
Rave Hickory Creek 16
8380 S. Stemmons
Hickory Creek
TX
75065
13
Rave Hickory Creek 16
8380 S. Stemmons
Hickory Creek
TX
75065
14
Rave Hickory Creek 16
8380 S. Stemmons
Hickory Creek
TX
75065
15
Rave Hickory Creek 16
8380 S. Stemmons
Hickory Creek
TX
75065
16
Rave North East Mall 18
1101 Melbourne Rd.
Hurst
TX
76053
1
Rave North East Mall 18
1101 Melbourne Rd.
Hurst
TX
76053
2
Rave North East Mall 18
1101 Melbourne Rd.
Hurst
TX
76053
3
Rave North East Mall 18
1101 Melbourne Rd.
Hurst
TX
76053
4
Rave North East Mall 18
1101 Melbourne Rd.
Hurst
TX
76053
5
Rave North East Mall 18
1101 Melbourne Rd.
Hurst
TX
76053
6
Rave North East Mall 18
1101 Melbourne Rd.
Hurst
TX
76053
7
Rave North East Mall 18
1101 Melbourne Rd.
Hurst
TX
76053
8
Rave North East Mall 18
1101 Melbourne Rd.
Hurst
TX
76053
9
Rave North East Mall 18
1101 Melbourne Rd.
Hurst
TX
76053
10
Rave North East Mall 18
1101 Melbourne Rd.
Hurst
TX
76053
11
Rave North East Mall 18
1101 Melbourne Rd.
Hurst
TX
76053
12
Rave North East Mall 18
1101 Melbourne Rd.
Hurst
TX
76053
13
Rave North East Mall 18
1101 Melbourne Rd.
Hurst
TX
76053
14
Rave North East Mall 18
1101 Melbourne Rd.
Hurst
TX
76053
15
Rave North East Mall 18
1101 Melbourne Rd.
Hurst
TX
76053
16
Rave North East Mall 18
1101 Melbourne Rd.
Hurst
TX
76053
17
Rave North East Mall 18
1101 Melbourne Rd.
Hurst
TX
76053
18
Rave Polaris 18
1071 Gemini Place
Columbus
OH
43240
1
Rave Polaris 18
1071 Gemini Place
Columbus
OH
43240
2
Rave Polaris 18
1071 Gemini Place
Columbus
OH
43240
3
Rave Polaris 18
1071 Gemini Place
Columbus
OH
43240
4
Rave Polaris 18
1071 Gemini Place
Columbus
OH
43240
5
Rave Polaris 18
1071 Gemini Place
Columbus
OH
43240
6
Rave Polaris 18
1071 Gemini Place
Columbus
OH
43240
7
Rave Polaris 18
1071 Gemini Place
Columbus
OH
43240
8
Rave Polaris 18
1071 Gemini Place
Columbus
OH
43240
9
Rave Polaris 18
1071 Gemini Place
Columbus
OH
43240
10
Rave Polaris 18
1071 Gemini Place
Columbus
OH
43240
11
Rave Polaris 18
1071 Gemini Place
Columbus
OH
43240
12
Rave Polaris 18
1071 Gemini Place
Columbus
OH
43240
13
Rave Polaris 18
1071 Gemini Place
Columbus
OH
43240
14
Rave Polaris 18
1071 Gemini Place
Columbus
OH
43240
15
Rave Polaris 18
1071 Gemini Place
Columbus
OH
43240
16
Rave Polaris 18
1071 Gemini Place
Columbus
OH
43240
17
Rave Polaris 18
1071 Gemini Place
Columbus
OH
43240
18
Rave Ridgmar 13
2300 Green Oaks Rd.
Fort Worth
TX
76116
1
Rave Ridgmar 13
2300 Green Oaks Rd.
Fort Worth
TX
76116
2
Rave Ridgmar 13
2300 Green Oaks Rd.
Fort Worth
TX
76116
3
Rave Ridgmar 13
2300 Green Oaks Rd.
Fort Worth
TX
76116
4
Rave Ridgmar 13
2300 Green Oaks Rd.
Fort Worth
TX
76116
5
Rave Ridgmar 13
2300 Green Oaks Rd.
Fort Worth
TX
76116
6
Rave Ridgmar 13
2300 Green Oaks Rd.
Fort Worth
TX
76116
7
Rave Ridgmar 13
2300 Green Oaks Rd.
Fort Worth
TX
76116
8
Rave Ridgmar 13
2300 Green Oaks Rd.
Fort Worth
TX
76116
9
Rave Ridgmar 13
2300 Green Oaks Rd.
Fort Worth
TX
76116
10
Rave Ridgmar 13
2300 Green Oaks Rd.
Fort Worth
TX
76116
11
Rave Ridgmar 13
2300 Green Oaks Rd.
Fort Worth
TX
76116
12
Rave Ridgmar 13
2300 Green Oaks Rd.
Fort Worth
TX
76116
13
Showplace 12-Newburgh
8099 Bell Oaks Drive
Newburgh
IN
47630
1
Showplace 12-Newburgh
8099 Bell Oaks Drive
Newburgh
IN
47630
2
Showplace 12-Newburgh
8099 Bell Oaks Drive
Newburgh
IN
47630
3
Showplace 12-Newburgh
8099 Bell Oaks Drive
Newburgh
IN
47630
4
Showplace 12-Newburgh
8099 Bell Oaks Drive
Newburgh
IN
47630
5
Showplace 12-Newburgh
8099 Bell Oaks Drive
Newburgh
IN
47630
6
Showplace 12-Newburgh
8099 Bell Oaks Drive
Newburgh
IN
47630
7
Showplace 12-Newburgh
8099 Bell Oaks Drive
Newburgh
IN
47630
8
Showplace 12-Newburgh
8099 Bell Oaks Drive
Newburgh
IN
47630
9
Showplace 12-Newburgh
8099 Bell Oaks Drive
Newburgh
IN
47630
10
Showplace 12-Newburgh
8099 Bell Oaks Drive
Newburgh
IN
47630
11
Showplace 12-Newburgh
8099 Bell Oaks Drive
Newburgh
IN
47630
12
Showplace East 18-Evansville
1801 Morgan Center Drive
Evansville
IN
47712
1
Showplace East 18-Evansville
1801 Morgan Center Drive
Evansville
IN
47712
2
Showplace East 18-Evansville
1801 Morgan Center Drive
Evansville
IN
47712
3
Showplace East 18-Evansville
1801 Morgan Center Drive
Evansville
IN
47712
4
Showplace East 18-Evansville
1801 Morgan Center Drive
Evansville
IN
47712
5
Showplace East 18-Evansville
1801 Morgan Center Drive
Evansville
IN
47712
6
Showplace East 18-Evansville
1801 Morgan Center Drive
Evansville
IN
47712
7
Showplace East 18-Evansville
1801 Morgan Center Drive
Evansville
IN
47712
8
Showplace East 18-Evansville
1801 Morgan Center Drive
Evansville
IN
47712
9
Showplace East 18-Evansville
1801 Morgan Center Drive
Evansville
IN
47712
10
Showplace East 18-Evansville
1801 Morgan Center Drive
Evansville
IN
47712
11
Showplace East 18-Evansville
1801 Morgan Center Drive
Evansville
IN
47712
12
Showplace East 18-Evansville
1801 Morgan Center Drive
Evansville
IN
47712
13
Showplace East 18-Evansville
1801 Morgan Center Drive
Evansville
IN
47712
14
Showplace East 18-Evansville
1801 Morgan Center Drive
Evansville
IN
47712
15
Showplace East 18-Evansville
1801 Morgan Center Drive
Evansville
IN
47712
16
Showplace East 18-Evansville
1801 Morgan Center Drive
Evansville
IN
47712
17
Showplace East 18-Evansville
1801 Morgan Center Drive
Evansville
IN
47712
18
Showplace North 9-Evansville
4200 N. Third Avenue
Evansville
IN
47710
1
Showplace North 9-Evansville
4200 N. Third Avenue
Evansville
IN
47710
2
Showplace North 9-Evansville
4200 N. Third Avenue
Evansville
IN
47710
3
Showplace North 9-Evansville
4200 N. Third Avenue
Evansville
IN
47710
4
Showplace North 9-Evansville
4200 N. Third Avenue
Evansville
IN
47710
5
Showplace North 9-Evansville
4200 N. Third Avenue
Evansville
IN
47710
6
Showplace North 9-Evansville
4200 N. Third Avenue
Evansville
IN
47710
7
Showplace North 9-Evansville
4200 N. Third Avenue
Evansville
IN
47710
8
Showplace North 9-Evansville
4200 N. Third Avenue
Evansville
IN
47710
9
UltraStar Garden Walk 14
321 W. Katella #337
Anaheim
CA
92802
2
UltraStar Garden Walk 14
321 W. Katella #337
Anaheim
CA
92802
3
UltraStar Garden Walk 14
321 W. Katella #337
Anaheim
CA
92802
4
UltraStar Garden Walk 14
321 W. Katella #337
Anaheim
CA
92802
5
UltraStar Garden Walk 14
321 W. Katella #337
Anaheim
CA
92802
6
UltraStar Garden Walk 14
321 W. Katella #337
Anaheim
CA
92802
7
UltraStar Garden Walk 14
321 W. Katella #337
Anaheim
CA
92802
8
UltraStar Garden Walk 14
321 W. Katella #337
Anaheim
CA
92802
9
UltraStar Garden Walk 14
321 W. Katella #337
Anaheim
CA
92802
10
UltraStar Garden Walk 14
321 W. Katella #337
Anaheim
CA
92802
11
UltraStar Garden Walk 14
321 W. Katella #337
Anaheim
CA
92802
12
UltraStar Garden Walk 14
321 W. Katella #337
Anaheim
CA
92802
13
UltraStar Garden Walk 14
321 W. Katella #337
Anaheim
CA
92802
14
UltraStar Lake Havasu 10
5601 North Hwy 95 Building I
Lake Havasu City
AZ
86404
1
UltraStar Lake Havasu 10
5601 North Hwy 95 Building I
Lake Havasu City
AZ
86404
2
UltraStar Lake Havasu 10
5601 North Hwy 95 Building I
Lake Havasu City
AZ
86404
3
UltraStar Lake Havasu 10
5601 North Hwy 95 Building I
Lake Havasu City
AZ
86404
4
UltraStar Lake Havasu 10
5601 North Hwy 95 Building I
Lake Havasu City
AZ
86404
5
UltraStar Lake Havasu 10
5601 North Hwy 95 Building I
Lake Havasu City
AZ
86404
6
UltraStar Lake Havasu 10
5601 North Hwy 95 Building I
Lake Havasu City
AZ
86404
7
UltraStar Lake Havasu 10
5601 North Hwy 95 Building I
Lake Havasu City
AZ
86404
8
UltraStar Lake Havasu 10
5601 North Hwy 95 Building I
Lake Havasu City
AZ
86404
9
UltraStar Lake Havasu 10
5601 North Hwy 95 Building I
Lake Havasu City
AZ
86404
10
UltraStar Scottsdale Pavillion 11
9090 E. Indian Bend Rd.
Scottsdale
AZ
85250
1
UltraStar Scottsdale Pavillion 11
9090 E. Indian Bend Rd.
Scottsdale
AZ
85250
2
UltraStar Scottsdale Pavillion 11
9090 E. Indian Bend Rd.
Scottsdale
AZ
85250
3
UltraStar Scottsdale Pavillion 11
9090 E. Indian Bend Rd.
Scottsdale
AZ
85250
4
UltraStar Scottsdale Pavillion 11
9090 E. Indian Bend Rd.
Scottsdale
AZ
85250
5
UltraStar Scottsdale Pavillion 11
9090 E. Indian Bend Rd.
Scottsdale
AZ
85250
6
UltraStar Scottsdale Pavillion 11
9090 E. Indian Bend Rd.
Scottsdale
AZ
85250
7
UltraStar Scottsdale Pavillion 11
9090 E. Indian Bend Rd.
Scottsdale
AZ
85250
8
UltraStar Scottsdale Pavillion 11
9090 E. Indian Bend Rd.
Scottsdale
AZ
85250
9
UltraStar Scottsdale Pavillion 11
9090 E. Indian Bend Rd.
Scottsdale
AZ
85250
10
UltraStar Scottsdale Pavillion 11
9090 E. Indian Bend Rd.
Scottsdale
AZ
85250
11

 
Books and Records
 
Cinedigm Digital Funding I, LLC
902 Broadway, 9 th Floor
New York, New York 10010

 
Schedule 4 to Amended and Restated Guaranty and Security Agreement
 
 

SCHEDULE 5 – PLEDGED COLLATERAL
 
None.
 

 
Schedule 5 to Amended and Restated Guaranty and Security Agreement
 
 

SCHEDULE 6 – INTELLECTUAL PROPERTY
 
Cinedigm Digital Funding I, LLC licenses Access Digital Media, Inc.'s proprietary Theatre Command Center Software pursuant to that certain Amended and Restated Software License Agreement, dated as of February 28, 2013, by and between Access Digital Media, Inc., as licensor, and Cinedigm Digital Funding I, LLC, as licensee.
 
Cinedigm Digital Funding I, LLC licenses Hollywood Software, Inc.’s proprietary software products pursuant to that certain Amended and Restated Software License Agreement, dated as of February 28, 2013, by and between Hollywood Software, Inc., as licensor, and Cinedigm Digital Funding I, LLC, as licensee.
 

 

 

 
 
Schedule 6 to Amended and Restated Guaranty and Security Agreement

EXHIBIT 4.2
 
AMENDED AND RESTATED PLEDGE AGREEMENT
 
This AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of February 28, 2013 (together with all amendments, if any, from time to time hereto, this “ Agreement ”), between ACCESS DIGITAL MEDIA, INC., a Delaware corporation (the “ Pledgor ”) and  SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH (“ SG ”), as collateral agent (in such capacity, together with its successors and permitted assigns, the “ Collateral Agent ”) for the Secured Parties (as defined in the Credit Agreement referred to below).
 
PRELIMINARY STATEMENT
 
WHEREAS, the Pledgor and the Collateral Agent are parties to a Pledge Agreement dated as of May 6, 2010 (as heretofore amended, restated, supplemented or otherwise modified, the “ Existing ADM Pledge Agreement ”);
 
WHEREAS, Cinedigm Digital Funding I, LLC, a Delaware limited liability company (the “ Borrower ”), the lenders named therein (the “ Lenders ”), the Collateral Agent and Société Générale, New York Branch, as administrative agent for the Lenders and Secured Parties have entered into the Amended and Restated Credit Agreement dated as of February 28, 2013 (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “ Credit Agreement ”);
 
WHEREAS, Pledgor is the record and beneficial owner of the shares of Stock listed on Schedule I hereto;
 
WHEREAS, Pledgor benefits from the credit facilities made available to the Borrower under the Credit Agreement;
 
WHEREAS, in order to induce the Lenders to make the Term Loans as provided for in the Credit Agreement, Pledgor has agreed to pledge the Pledged Collateral to the Collateral Agent in accordance herewith;
 
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and to induce the Lenders to make Term Loans under the Credit Agreement, it is agreed as follows:
 
1.             Definitions . Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined, and the following shall have (unless otherwise provided elsewhere in this Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):
 
“ Bankruptcy Code ” means title 11, United States Code, as amended from time to time, and any successor statute thereto.
 
#4244254
“ Pledged Collateral ” has the meaning assigned to such term in Section 2 hereof.
 

 
 
 

“ Pledged Entity ” means an issuer of Pledged Shares.
 
“ Pledged Shares ” means those shares listed on Schedule I hereto and on each Pledge Amendment attached hereto.
 
“ Secured Obligations ” has the meaning assigned to such term in Section 3 hereof.
 
2.             Pledge . Pledgor hereby pledges to the Collateral Agent, and grants to the Collateral Agent for itself and the benefit of the Secured Parties, a first priority security interest in all of the following (collectively, the “ Pledged Collateral ”):
 
(a)           the Pledged Shares and the certificates representing the Pledged Shares, and all dividends, distributions, cash, instruments, Stock Equivalents and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; and
 
(b)           such portion, as determined by the Collateral Agent as provided in Section 6(d) below, of any additional shares of Stock and Stock Equivalents of a Pledged Entity from time to time acquired by Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), and the certificates representing such additional shares, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Stock.
 
3.             Security for Obligations . This Agreement secures, and the Pledged Collateral is security for, the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise, and performance of all Obligations of any kind under or in connection with the Credit Agreement and the other Loan Documents and all obligations of Pledgor now or hereafter existing under this Agreement including, without limitation, all fees, costs and expenses whether in connection with collection actions hereunder or otherwise (collectively, the “ Secured Obligations ”).
 
4.             Delivery of Pledged Collateral . All certificates and all instruments evidencing the Pledged Collateral shall be delivered to and held by or on behalf of the Collateral Agent, for itself and the benefit of the Secured Parties, pursuant hereto. All Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent and all instruments shall be endorsed by Pledgor.
 
5.             Representations and Warranties . Pledgor represents and warrants to the Collateral Agent that:
 
(a)           Pledgor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;
 
(b)           Pledgor is, and at the time of delivery of the Pledged Collateral to the Collateral Agent will be, the sole holder of record and the sole beneficial owner of such Pledged Collateral pledged by Pledgor free and clear of any Lien thereon or affecting the title thereto, except for any Lien created by this Agreement;
 

 
-2-
 

(c)           All of the Pledged Shares have been duly authorized, validly issued and are fully paid and non-assessable;
 
(d)           Pledgor has the full right, power and requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Collateral pledged by Pledgor to the Collateral Agent as provided herein;
 
(e)           None of the Pledged Shares has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject;
 
(f)           The pledge, assignment and delivery of the Pledged Collateral pursuant to this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or Governmental Authority, or of the charter or by-laws of Pledgor or of any securities issued by Pledgor or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which Pledgor is a party or which purports to be binding upon Pledgor or upon any of its assets, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Pledgor except as contemplated by this Agreement;
 
(g)           All of the Pledged Shares are owned by Pledgor, and are represented by the certificates listed on Schedule I hereto and each Pledge Amendment attached hereto.  There are no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Shares;
 
(h)           No consent, approval, authorization or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required (i) for the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Pledgor, or (ii) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally;
 
(i)           The pledge, assignment and delivery of the Pledged Collateral pursuant to this Agreement will create a valid first priority Lien on and a first priority perfected security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the Secured Parties in the Pledged Collateral and the proceeds thereof, securing the payment of the Secured Obligations, subject to no other Lien;
 
(j)           This Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms; and
 
(k)           The Pledged Shares constitute 100% of the issued and outstanding shares of Stock of each Pledged Entity.
 
The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Agreement.
 

 
-3-
 

6.             Covenants . Pledgor covenants and agrees to the following, as long as any Obligation or any Term Loan Commitment remains outstanding:
 
(a)           Pledgor shall preserve and maintain its legal existence; provided that, so long as Pledgor is the surviving entity, Pledgor may merge, consolidate or amalgamate with any other Person;
 
(b)           Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as the Collateral Agent from time to time may reasonably request in order to ensure to the Collateral Agent and the Secured Parties the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary UCC financing statements, which may be filed by the Collateral Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with the Collateral Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;
 
(c)           Pledgor has and will defend the title to the Pledged Collateral and the Liens of the Collateral Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens;
 
(d)           Pledgor will, upon obtaining ownership of any additional Stock, Stock Equivalents or instruments of a Pledged Entity or Stock, Stock Equivalents or instruments otherwise required to be pledged to the Collateral Agent pursuant to any of the Loan Documents, which Stock or instruments are not already Pledged Collateral, promptly (and in any event within three Business Days) deliver to the Collateral Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “ Pledge Amendment ”) in respect of any such additional Stock or instruments, pursuant to which Pledgor shall pledge to the Collateral Agent all of such additional Stock and instruments. Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral;
 
(e)           Pledgor shall take, or refrain from taking, as the case may be, all actions, including, but not limited to the following, that are necessary or advisable to be taken or not to be taken in order to ensure that its existence shall be maintained and respected separate and apart from that of any other Loan Party:
 
(i)           Pledgor shall maintain its own deposit, securities or other account or accounts, separate from those of any Group Member, with commercial banking institutions or broker-dealers, Pledgor shall ensure that its funds will not be diverted to any other Loan Party or for other than corporate uses of Pledgor, as the case may be, and such funds will not be commingled with the funds of any other Loan Party;
 
(ii)           To the extent that it shares the same officers or other employees as any Group Member, Pledgor shall ensure that the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, to the
 

 
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extent practicable, on the basis of such entity’s actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entity’s fair share of the salary and benefit costs associated with all such common officers and employees;
 
(iii)           To the extent that it jointly contracts with any Group Member to do business with vendors or service providers or to share overhead expenses, Pledgor shall ensure that the costs incurred in so doing shall be allocated fairly among such entities, to the extent practicable, on the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs. To the extent that Pledgor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided on the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs. All material transactions between or among Pledgor and its Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s-length basis;
 
(iv)           Pledgor shall maintain a principal executive office at a separate address from the address of each Group Member; provided that reasonably segregated offices in the same building shall constitute separate addresses for purposes of this clause (iv) so long as such office space is leased or subleased to Pledgor under a separate written agreement between Pledgor and such Group Member on arm’s-length terms. To the extent that Pledgor or any Group Member have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses;
 
(v)           Pledgor shall, with respect to any audited financial statements consolidating the accounts of Pledgor with the accounts of any other Loan Party, disclose in the footnotes the separate identity of the Borrower and the other Group Members and reflect that the assets of the Group Members are not available to pay, guarantee or otherwise provide for the liabilities of Pledgor;
 
(vi)           Pledgor shall conduct its affairs in its own name and strictly in accordance with its Constituent Documents and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special officers’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts;
 
(vii)           Pledgor shall have stationery and other business forms separate and distinct from that of any other Person; and
 
(viii)           Pledgor shall cause its assets to be maintained in a manner that facilitates their identification and segregation from those of any other Person;
 
(f)           To the extent Pledgor receives any dividends or other distributions, directly or indirectly, from the Borrower on the Closing Date, Pledgor shall distribute the entire such
 

 
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amount so received to the holders of the Stock of Pledgor for further distribution to Cinedigm in accordance with the Credit Agreement; and
 
(g)           Pledgor shall comply with all the covenants and obligations applicable to it in the Credit Agreement and other Loan Documents.  The covenants and obligations of the Pledgor referred to in the preceding sentence (including all exhibits, schedules and defined terms referred to therein) are hereby incorporated herein by reference as if set forth in full herein.
 
7.             Negative Covenants . Pledgor covenants and agrees to the following, as long as any Obligation or any Term Loan Commitment remains outstanding:
 
(a)           Without the prior written consent of the Collateral Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or grant a Lien in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement;
 
(b)           Pledgor shall not incur or otherwise suffer to exist or become effective or remain liable on or be responsible for any Contractual Obligation limiting the ability of (i) any Group Member to make Restricted Payments to, or Investments in, or repay Indebtedness or otherwise Sell property to, any Loan Party or (ii) Pledgor to incur or suffer to exist any Lien in favor of the Secured Parties upon any Pledged Collateral (including any “ equal and ratable ” clause and any similar Contractual Obligation requiring, when a Lien is granted on any property, another Lien to be granted on such property or any other property), except, for each of clauses (i) and (ii) above, pursuant to the Loan Documents; and
 
(c)           Pledgor shall not waive or otherwise modify any term of (i) any document governing any Pledged Collateral in a manner adverse to Pledgor or any Secured Party or (ii) any Intercompany Agreement entered into with any other Loan Party, except, for each of clauses (i) or (ii) above, with the consent of the Collateral Agent.
 
8.             Pledgor’s Rights .  As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 9(b) hereof:
 
(a)           Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, no consent shall be given or action taken and no right shall be exercised or other action taken, which would have the effect of impairing the position or interest of the Collateral Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent a Pledged Entity is expressly permitted to do so by the Credit Agreement):
 
(i)           the dissolution or liquidation, in whole or in part, of a Pledged Entity;
 
(ii)           the consolidation or merger of a Pledged Entity with any other Person;
 

 
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(iii)           the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of the Collateral Agent;
 
(iv)           any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or
 
(v)           the alteration of the voting rights with respect to the Stock of a Pledged Entity; and
 
(b)           (i)           Pledgor shall be entitled, from time to time, to collect and receive for its own account and use all cash dividends, distributions and interest paid in respect of the Pledged Shares to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and
 
(ii)           all dividends, interest and all other distributions in respect of any of the Pledged Shares (other than such cash dividends, distributions and interest as are permitted to be paid to Pledgor in accordance with clause (i) above), whenever paid or made, shall be delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).
 
9.             Defaults and Remedies: Proxy .
 
(a)           Upon the occurrence and during the continuance of an Event of Default, to the extent permitted by law, the Collateral Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for in this Agreement or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Pledged Collateral).
 
(b)           Upon the occurrence of an Event of Default and during the continuation of such Event of Default, and concurrently with written notice to Pledgor, the Collateral Agent (personally or through an agent) is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest and other distributions made thereon, to sell in one or more sales after ten days’ notice of the time and
 

 
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place of any public sale or of the time at which a private sale is to take place (which notice Pledgor agrees is commercially reasonable) the whole or any part of the Pledged Collateral and to otherwise act with respect to the Pledged Collateral as though the Collateral Agent was the outright owner thereof. Any sale shall be made at a public or private sale at the Collateral Agent’s place of business, or at any place to be named in the notice of sale, either for cash or upon credit or for future delivery at such price as the Collateral Agent may deem fair, and the Collateral Agent may be the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or any right of redemption. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be conducted by an auctioneer or any officer or agent of the Collateral Agent. PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE COLLATERAL AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE THE PLEDGED SHARES, WITH FULL POWER OF SUBSTITUTION TO DO SO. THE APPOINTMENT OF THE COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE SATISFACTION IN FULL OF THE OBLIGATIONS. IN ADDITION TO THE RIGHT TO VOTE THE PLEDGED SHARES, THE APPOINTMENT OF THE COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR THE COLLATERAL AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT. NOTWITHSTANDING THE FOREGOING, THE COLLATERAL AGENT SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO.
 
(c)           If, at the original time or times appointed for the sale of the whole or any part of the Pledged Collateral, the highest bid, if there be but one sale, shall be inadequate to discharge in full all the Secured Obligations, or if the Pledged Collateral be offered for sale in lots, if at any of such sales, the highest bid for the lot offered for sale would indicate to the Collateral Agent, in its discretion, that the proceeds of the sales of the whole of the Pledged Collateral would be unlikely to be sufficient to discharge all the Secured Obligations, the Collateral Agent may, on one or more occasions and in its discretion, postpone any of said sales by public announcement at the time of sale or the time of previous postponement of sale, and no other notice of such postponement or postponements of sale need be given, any other notice being hereby waived; provided, however, that any sale or sales made after such postponement shall be after ten days’ notice to Pledgor.
 

 
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(d)           If, at any time when the Collateral Agent in its sole discretion determines, following the occurrence and during the continuance of an Event of Default, that, in connection with any actual or contemplated exercise of its rights (when permitted under this Section 9 ) to sell the whole or any part of the Pledged Shares hereunder, it is necessary or advisable to effect a public registration of all or part of the Pledged Collateral pursuant to the Securities Act of 1933, as amended (or any similar statute then in effect) (the “ Act ”), Pledgor shall, in an expeditious manner, cause the Pledged Entities to:
 
(i)           Prepare and file with the Securities and Exchange Commission (the “ Commission ”) a registration statement with respect to the Pledged Shares and in good faith use commercially reasonable efforts to cause such registration statement to become and remain effective for such period as prospectuses are required by law to be furnished or available;
 
(ii)           Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith which, in the opinion of the Collateral Agent, are necessary or advisable to keep such registration statement effective and to comply with the provisions of the Act with respect to the sale or other disposition of the Pledged Shares covered by such registration statement;
 
(iii)           Furnish to the Collateral Agent such numbers of copies of a prospectus and a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as the Collateral Agent may request in order to facilitate the public sale or other disposition of the Pledged Shares by the Collateral Agent;
 
(iv)           Use commercially reasonable efforts to register or qualify the Pledged Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as the Collateral Agent shall request, and do such other reasonable acts and things as may be required of it to enable the Collateral Agent to consummate the public sale or other disposition in such jurisdictions of the Pledged Shares by the Collateral Agent;
 
(v)           Furnish, at the request of the Collateral Agent, on the date that shares of the Pledged Collateral are delivered to the underwriters for sale pursuant to such registration or, if the security is not being sold through underwriters, on the date that the registration statement with respect to such Pledged Shares becomes effective, (A) an opinion, dated such date, of the independent counsel representing such registrant for the purposes of such registration, addressed to the underwriters, if any, and in the event the Pledged Shares are not being sold through underwriters, then to the Collateral Agent, in customary form and covering matters of the type customarily covered in such legal opinions; and (B) a comfort letter, dated such date, from the independent certified public accountants of such registrant, addressed to the underwriters, if any, and in the event the Pledged Shares are not being sold through underwriters, then to the Collateral Agent, in a customary form and covering matters of the type customarily covered by such comfort letters and as the underwriters or the Collateral Agent shall reasonably request. The opinion of counsel referred to above shall additionally cover such other legal matters with respect to the registration in respect of which such opinion is being given as the Collateral Agent may reasonably request. The letter referred to above from the independent certified public accountants shall additionally cover such other financial matters (including information as to the
 

 
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period ending not more than five Business Days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the Collateral Agent may reasonably request; and
 
(vi)           Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but not later than 18 months after the effective date of the registration statement, an earnings statement which satisfies the provisions of Section 11(a) of the Act.
 
(e)           All expenses incurred in complying with Section 9(d) hereof, including, without limitation, all registration and filing fees (including all expenses incident to filing with the Financial Industry Regulatory Authority), printing expenses, fees and disbursements of counsel for the registrant, the fees and expenses of counsel for the Collateral Agent, expenses of the independent certified public accountants (including any special audits incident to or required by any such registration) and expenses of complying with the securities or blue sky laws or any jurisdictions, shall be paid by Pledgor.
 
(f)           If, at any time when the Collateral Agent shall determine to exercise its right to sell the whole or any part of the Pledged Collateral hereunder, such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Act, the Collateral Agent may, in its discretion (subject only to applicable requirements of law), sell such Pledged Collateral or part thereof by private sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable, but subject to the other requirements of this Section 9 , and shall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, the Collateral Agent in its discretion (x) may, in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof could be or shall have been filed under said Act (or similar statute), (y) may approach and negotiate with a single possible purchaser to effect such sale, and (z) may restrict such sale to a purchaser who is an accredited investor under the Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Pledged Collateral or any part thereof.  In addition to a private sale as provided above in this Section 9 , if any of the Pledged Collateral shall not be freely distributable to the public without registration under the Act (or similar statute) at the time of any proposed sale pursuant to this Section 9 , then the Collateral Agent shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions:
 
(i)           as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale;
 
(ii)           as to the content of legends to be placed upon any certificates representing the Pledged Collateral sold in such sale, including restrictions on future transfer thereof;
 

 
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(iii)           as to the representations required to be made by each Person bidding or purchasing at such sale relating to that Person’s access to financial information about Pledgor and such Person’s intentions as to the holding of the Pledged Collateral so sold for investment for its own account and not with a view to the distribution thereof; and
 
(iv)           as to such other matters as the Collateral Agent may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws.
 
(g)           Pledgor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with clause (f) above. Pledgor also acknowledges that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Pledged Entity to register such securities for public sale under the Act, or under applicable state securities laws, even if Pledgor and the Pledged Entity would agree to do so.
 
(h)           Pledgor agrees to the maximum extent permitted by applicable law that following the occurrence and during the continuance of an Event of Default it will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to prevent or delay the enforcement of this Agreement, or the absolute sale of the whole or any part of the Pledged Collateral or the possession thereof by any purchaser at any sale hereunder, and Pledgor waives the benefit of all such laws to the extent it lawfully may do so. Pledgor agrees that it will not interfere with any right, power and remedy of the Collateral Agent provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Collateral Agent of any one or more of such rights, powers or remedies. No failure or delay on the part of the Collateral Agent to exercise any such right, power or remedy and no notice or demand which may be given to or made upon Pledgor by the Collateral Agent with respect to any such remedies shall operate as a waiver thereof, or limit or impair the Collateral Agent’s right to take any action or to exercise any power or remedy hereunder, without notice or demand, or prejudice its rights as against Pledgor in any respect.
 
(i)           Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Collateral Agent, that the Collateral Agent shall have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 9 shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that the Secured Obligations are not then due and payable in accordance with the agreements and instruments governing and evidencing such obligations.
 

 
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(j)           Each right, power and remedy herein specifically granted to the Collateral Agent or otherwise available to it shall be cumulative, and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity, or otherwise, and each such right, power and remedy, whether specifically granted herein or otherwise existing, may be exercised at any time and from time-to-time as often and in such order as may be deemed expedient by the Collateral Agent in its sole discretion.
 
10.            Waiver . No delay on the Collateral Agent’s part in exercising any power of sale, Lien, option or other right hereunder, and no notice or demand which may be given to or made upon Pledgor by the Collateral Agent with respect to any power of sale, Lien, option or other right hereunder, shall constitute a waiver thereof or limit or impair the Collateral Agent’s right to take any action or to exercise any power of sale, Lien, option, or any other right hereunder, without notice or demand, or prejudice the Collateral Agent’s rights as against Pledgor in any respect.
 
11.            Assignment . The Collateral Agent may assign, indorse or transfer any instrument evidencing all or any part of the Secured Obligations as provided in, and in accordance with, the Credit Agreement, and the holder of such instrument shall be entitled to the benefits of this Agreement.
 
12.            Termination . At the time provided in clause (b)(iii) of Section 10.12 of the Credit Agreement, the Pledged Collateral shall be released from the Lien created hereby and the Collateral Agent shall deliver to Pledgor the Pledged Collateral pledged by Pledgor at the time subject to this Agreement and all instruments of assignment or transfer executed in connection therewith or as Pledgor may reasonably request, free and clear of the Liens hereof and, except as otherwise provided herein, all of Pledgor’ s obligations hereunder shall at such time terminate.
 
13.            Lien Absolute . All rights of the Collateral Agent hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of:
 
(a)           any lack of validity or enforceability of the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Secured Obligations;
 
(b)           any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Secured Obligations;
 
(c)           any exchange, release or non-perfection of any other Collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations;
 
(d)           the insolvency of any Loan Party; or
 
(e)           any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pledgor.
 

 
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14.            Release . Pledgor consents and agrees that the Collateral Agent may at any time, or from time to time, in its discretion:
 
(a)           renew, extend or change the time of payment, and/or the manner, place or terms of payment of all or any part of the Secured Obligations; and
 
(b)           exchange, release and/or surrender all or any of the Collateral (including the Pledged Collateral), or any part thereof, by whomsoever deposited, which is now or may hereafter be held by the Collateral Agent in connection with all or any of the Secured Obligations; all in such manner and upon such terms as the Collateral Agent may deem proper, and without notice to or further assent from Pledgor, it being hereby agreed that Pledgor shall be and remain bound upon this Agreement, irrespective of the value or condition of any of the Collateral, and notwithstanding any such change, exchange, settlement, compromise, surrender, release, renewal or extension, and notwithstanding also that the Secured Obligations may, at any time, exceed the aggregate principal amount thereof set forth in the Credit Agreement, or any other agreement governing any Secured Obligations. Pledgor hereby waives notice of acceptance of this Agreement, and also presentment, demand, protest and notice of dishonor of any and all of the Secured Obligations, and promptness in commencing suit against any party hereto or liable hereon, and in giving any notice to or of making any claim or demand hereunder upon Pledgor. No act or omission of any kind on the Collateral Agent’s part shall in any event affect or impair this Agreement.
 
15.            Reinstatement . This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against Pledgor or any Pledged Entity for liquidation or reorganization, should Pledgor or any Pledged Entity become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of Pledgor’s or a Pledged Entity’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “ voidable preference ”, “ fraudulent conveyance ”, or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
 
16.            Miscellaneous .
 
(a)           The Collateral Agent may execute any of its duties hereunder by or through agents or employees and shall be entitled to advice of counsel concerning all matters pertaining to its duties hereunder.
 
(b)           The Collateral Agent shall be reimbursed for actual out-of-pocket expenses, including, without limitation, reasonable counsel fees, incurred by the Collateral Agent in connection with the administration and enforcement of this Agreement to be payable in accordance with Section 7.11 of the Credit Agreement.
 

 
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(c)           Neither the Collateral Agent, nor any of its respective officers, directors, employees, agents or counsel shall be liable for any action lawfully taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.
 
(d)           THIS AGREEMENT SHALL BE BINDING UPON PLEDGOR AND ITS SUCCESSORS AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF PLEDGOR), AND SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, THE COLLATERAL AGENT AND ITS SUCCESSORS AND ASSIGNS, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND NONE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED EXCEPT IN WRITING DULY SIGNED FOR AND ON BEHALF OF THE COLLATERAL AGENT AND PLEDGOR.
 
17.            Severability . If for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or effect those portions of this Agreement which are valid.
 
18.            Notices . Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon either of the parties by the other party, or whenever either of the parties desires to give or serve upon any other a communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and given in the manner specified in Section 11.11 of the Credit Agreement (provided that notices, demands, requests, consents, approvals, declarations or other communications to Pledgor may be given in the manner in which they may be given to the Borrower): (a) if to the Collateral Agent, to the address specified in Section 11.11 of the Credit Agreement, (b) if to Pledgor, to the Borrower’s address, facsimile number, electronic mail address or telephone number specified in such Section 11.11 of the Credit Agreement or (c) at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration or other communication hereunder shall be deemed to have been duly served, given or delivered (a) upon the earlier of actual receipt and three Business Days after deposit in the United States Mail, registered or certified mail, return receipt requested, with proper postage prepaid, (b) upon transmission, when sent by telecopy or other similar facsimile transmission (with such telecopy or facsimile promptly confirmed by delivery of a copy by personal delivery or United States Mail as otherwise provided in this Section 18 , (c) one Business Day after deposit with a reputable overnight courier with all charges prepaid, or (d) when delivered, if hand-delivered by messenger. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to the persons designated above to receive copies shall in no way adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication.
 

 
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19.            Section Titles . The Section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.
 
20.            Counterparts . This Agreement may be executed in any number of counterparts, which shall, collectively and separately, constitute one agreement.
 
21.            Benefit of Secured Parties . All security interests granted or contemplated hereby shall be for the benefit of the Collateral Agent and the Secured Parties, and all proceeds or payments realized from the Pledged Collateral in accordance herewith shall be applied to the Obligations in accordance with the terms of the Credit Agreement.
 
22.            Conflicts .  In the event of any conflict between the terms of this Agreement and the terms of the Credit Agreement, the terms of the Credit Agreement shall control.
 
23.            Authorization .  Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Pledgor is an organization, the type of organization and any organization identification number issued to such Pledgor. Pledgor agrees to furnish any such information to the Collateral Agent promptly upon request. Pledgor also ratifies its authorization for the Collateral Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.
 
24.            Entire Agreement .   THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.
 
25.            Amendment and Restatement .  The Pledgor and the Collateral Agent have agreed that this Agreement is an amendment and restatement of the Existing ADM Pledge Agreement in its entirety and is given in renewal and replacement (but not extinguishment) of the Existing ADM Pledge Agreement.  This Agreement is not a novation of the Existing ADM Pledge Agreement.
 
The Pledgor hereby acknowledges, confirms and agrees that the Collateral Agent for the ratable benefit of the Secured Parties shall continue to have a security interest in and lien upon the Collateral heretofore granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Existing ADM Pledge Agreement to secure the Secured Obligations, as well as any Collateral granted under this Agreement or under any of the other Loan Documents or otherwise granted to or held by the Collateral Agent or any Secured Party.
 
The liens and security interests of the Collateral Agent for the benefit of the Secured Parties in the Collateral shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such liens and security interests to the Collateral
 

 
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Agent for the ratable benefit of the Secured Parties, whether under this Agreement or the Existing ADM Pledge Agreement.
 
[SIGNATURE PAGE FOLLOWS]
 

 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.
 

 
ACCESS DIGITAL MEDIA, INC.
   
   
   
 
By:
/s/ Gary S. Loffredo
 
Name:
Gary S. Loffredo
 
Title:
President





Signature Page to Amended and Restated Pledge Agreement (ADM)
 
 


 
SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH, as Collateral Agent
 
   
   
   
 
By:
/s/ Richard O. Knowlton
 
Name:
Richard O. Knowlton
 
Title:
Managing Director




  Signature Page to Amended and Restated Pledge Agreement (ADM)
 
 

SCHEDULE I
 
PLEDGED STOCK
 
Pledged Entity
Class of Stock
Stock Certificate Number(s)
Number of Shares
Percentage of Outstanding Shares
Christie/AIX, Inc.
Common Stock
     C2
     697,000
     92.21%
Christie/AIX, Inc.
Common Stock
     2
     100
     0.01%
Christie/AIX, Inc.
Common Stock
     10
     58,761
     7.77%


 
Schedule I to Pledge Agreement
 

SCHEDULE II
 
PLEDGE AMENDMENT
 
This Pledge Amendment, dated _____, ___ is delivered pursuant to Section 6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies that the representations and warranties in Section 5 of the Pledge Agreement are and continue to be true and correct as to the instruments and shares pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Amended and Restated Pledge Agreement, dated as of February 28, 2013, between undersigned, as Pledgor, and Société Générale, New York Branch, as collateral agent (the “ Pledge Agreement ”), and that the Pledged Shares listed on this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement.
 

   
   
   
   
 
By:
 
 
Name:
 
 
Title:
 





Name and Address of Pledgor
Pledged Entity
Class of Stock
Certificate Number(s)
Number of Shares
         
         
         

 
 
Schedule II to Pledge Agreement
EXHIBIT 4.3

 
AMENDED AND RESTATED PLEDGE AGREEMENT
 
This AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of February 28, 2013 (together with all amendments, if any, from time to time hereto, this “ Agreement ”), between CHRISTIE/AIX, INC., a Delaware corporation (the “ Pledgor ”) and SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH (“ SG ”), as collateral agent (in such capacity, together with its successors and permitted assigns, the “ Collateral Agent ”) for the Secured Parties (as defined in the Credit Agreement referred to below).
 
PRELIMINARY STATEMENT
 
WHEREAS, the Pledgor and the Collateral Agent are parties to a Pledge Agreement dated as of May 6, 2010 (as heretofore amended, restated, supplemented or otherwise modified, the “ Existing Christie Pledge Agreement ”);
 
WHEREAS, Cinedigm Digital Funding I, LLC, a Delaware limited liability company (the “ Borrower ”), the lenders named therein (the “ Lenders ”), the Collateral Agent and Société Générale, New York Branch, as administrative agent for the Lenders and Secured Parties have entered into the Amended and Restated Credit Agreement dated as of February 28, 2013 (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “ Credit Agreement ”);
 
WHEREAS, Pledgor is the record and beneficial owner of the shares of Stock listed on Schedule I hereto;
 
WHEREAS, Pledgor benefits from the credit facilities made available to the Borrower under the Credit Agreement;
 
WHEREAS, in order to induce the Lenders to make the Term Loans as provided for in the Credit Agreement, Pledgor has agreed to pledge the Pledged Collateral to the Collateral Agent in accordance herewith;
 
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and to induce the Lenders to make Term Loans under the Credit Agreement, it is agreed as follows:
 
1.             Definitions . Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined, and the following shall have (unless otherwise provided elsewhere in this Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):
 
“ Bankruptcy Code ” means title 11, United States Code, as amended from time to time, and any successor statute thereto.
 
“ Pledged Collateral ” has the meaning assigned to such term in Section 2 hereof.
 

 
 
 

“ Pledged Entity ” means an issuer of Pledged Shares.
 
“ Pledged Shares ” means those shares listed on Schedule I hereto and on each Pledge Amendment attached hereto.
 
“ Secured Obligations ” has the meaning assigned to such term in Section 3 hereof.
 
2.             Pledge . Pledgor hereby pledges to the Collateral Agent, and grants to the Collateral Agent for itself and the benefit of the Secured Parties, a first priority security interest in all of the following (collectively, the “ Pledged Collateral ”):
 
(a)           the Pledged Shares and the certificates representing the Pledged Shares, and all dividends, distributions, cash, instruments, Stock Equivalents and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; and
 
(b)           such portion, as determined by the Collateral Agent as provided in Section 6(d) below, of any additional shares of Stock and Stock Equivalents of a Pledged Entity from time to time acquired by Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), and the certificates representing such additional shares, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Stock.
 
3.             Security for Obligations . This Agreement secures, and the Pledged Collateral is security for, the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise, and performance of all Obligations of any kind under or in connection with the Credit Agreement and the other Loan Documents and all obligations of Pledgor now or hereafter existing under this Agreement including, without limitation, all fees, costs and expenses whether in connection with collection actions hereunder or otherwise (collectively, the “ Secured Obligations ”).
 
4.             Delivery of Pledged Collateral . All certificates and all instruments evidencing the Pledged Collateral shall be delivered to and held by or on behalf of the Collateral Agent, for itself and the benefit of the Secured Parties, pursuant hereto. All Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent and all instruments shall be endorsed by Pledgor.
 
5.             Representations and Warranties . Pledgor represents and warrants to the Collateral Agent that:
 
(a)           Pledgor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;
 
(b)           Pledgor is, and at the time of delivery of the Pledged Collateral to the Collateral Agent will be, the sole holder of record and the sole beneficial owner of such Pledged Collateral pledged by Pledgor free and clear of any Lien thereon or affecting the title thereto, except for any Lien created by this Agreement;
 

 
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(c)           All of the Pledged Shares have been duly authorized, validly issued and are fully paid and non-assessable;
 
(d)           Pledgor has the full right, power and requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Collateral pledged by Pledgor to the Collateral Agent as provided herein;
 
(e)           None of the Pledged Shares has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject;
 
(f)           The pledge, assignment and delivery of the Pledged Collateral pursuant to this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or Governmental Authority, or of the charter or by-laws of Pledgor or of any securities issued by Pledgor or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which Pledgor is a party or which purports to be binding upon Pledgor or upon any of its assets, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Pledgor except as contemplated by this Agreement;
 
(g)           All of the Pledged Shares are owned by Pledgor, and are represented by the certificates listed on Schedule I hereto and each Pledge Amendment attached hereto.  There are no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Shares;
 
(h)           No consent, approval, authorization or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required (i) for the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Pledgor, or (ii) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally;
 
(i)           The pledge, assignment and delivery of the Pledged Collateral pursuant to this Agreement will create a valid first priority Lien on and a first priority perfected security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the Secured Parties in the Pledged Collateral and the proceeds thereof, securing the payment of the Secured Obligations, subject to no other Lien;
 
(j)           This Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms; and
 
(k)           The Pledged Shares constitute 100% of the issued and outstanding shares of Stock of each Pledged Entity.
 
(l)           All assets and property of Pledgor, including rights under Contractual Obligations and Permits, have been transferred to the Borrower except for the Pledged Collateral.
 

 
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The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Agreement.
 
6.             Covenants . Pledgor covenants and agrees to the following, as long as any Obligation or any Term Loan Commitment remains outstanding:
 
(a)           Pledgor shall preserve and maintain its legal existence; provided that, so long as Pledgor is the surviving entity, Pledgor may merge, consolidate or amalgamate with any other Person;
 
(b)           Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as the Collateral Agent from time to time may reasonably request in order to ensure to the Collateral Agent and the Secured Parties the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary UCC financing statements, which may be filed by the Collateral Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with the Collateral Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;
 
(c)           Pledgor has and will defend the title to the Pledged Collateral and the Liens of the Collateral Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens;
 
(d)           Pledgor will, upon obtaining ownership of any additional Stock, Stock Equivalents or instruments of a Pledged Entity or Stock, Stock Equivalents or instruments otherwise required to be pledged to the Collateral Agent pursuant to any of the Loan Documents, which Stock or instruments are not already Pledged Collateral, promptly (and in any event within three Business Days) deliver to the Collateral Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “ Pledge Amendment ”) in respect of any such additional Stock or instruments, pursuant to which Pledgor shall pledge to the Collateral Agent all of such additional Stock and instruments. Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral;
 
(e)           Pledgor shall take, or refrain from taking, as the case may be, all actions, including, but not limited to the following, that are necessary or advisable to be taken or not to be taken in order to ensure that its existence shall be maintained and respected separate and apart from that of any other Loan Party:
 
(i)           Pledgor shall maintain its own deposit, securities or other account or accounts, separate from those of any Group Member, with commercial banking institutions or broker-dealers, Pledgor shall ensure that its funds will not be diverted to any other Loan Party or for other than corporate uses of Pledgor, as the case may be, and such funds will not be commingled with the funds of any other Loan Party;
 

 
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(ii)           To the extent that it shares the same officers or other employees as any Group Member, Pledgor shall ensure that the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, to the extent practicable, on the basis of such entity’s actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entity’s fair share of the salary and benefit costs associated with all such common officers and employees;
 
(iii)           To the extent that it jointly contracts with any Group Member to do business with vendors or service providers or to share overhead expenses, Pledgor shall ensure that the costs incurred in so doing shall be allocated fairly among such entities, to the extent practicable, on the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs. To the extent that Pledgor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided on the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs. All material transactions between or among Pledgor and its Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s-length basis;
 
(iv)           Pledgor shall maintain a principal executive office at a separate address from the address of each Group Member; provided that reasonably segregated offices in the same building shall constitute separate addresses for purposes of this clause (iv) so long as such office space is leased or subleased to Pledgor under a separate written agreement between Pledgor and such Group Member on arm’s-length terms. To the extent that Pledgor or any Group Member have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses;
 
(v)           Pledgor shall, with respect to any audited financial statements consolidating the accounts of Pledgor with the accounts of any other Loan Party, disclose in the footnotes the separate identity of the Borrower and the other Group Members and reflect that the assets of the Group Members are not available to pay, guarantee or otherwise provide for the liabilities of Pledgor;
 
(vi)           Pledgor shall conduct its affairs in its own name and strictly in accordance with its Constituent Documents and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special officers’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts;
 
(vii)           Pledgor shall have stationery and other business forms separate and distinct from that of any other Person;
 
(viii)           Pledgor shall cause its assets to be maintained in a manner that facilitates their identification and segregation from those of any other Person; and
 

 
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(ix)           The board of directors of Pledgor shall have at least 1 director who is not an officer, director, employee, material shareholder or material supplier of any Group Member and whose vote is required in order for Pledgor to file a voluntary petition for bankruptcy or to commence any other event that would constitute an Event of Default under Section 9.1(e) ;
 
(f)           To the extent Pledgor receives any dividends or other distributions, directly or indirectly, from the Borrower on the Closing Date, Pledgor shall distribute the entire such amount so received to the holders of the Stock of Pledgor for further distribution to Cinedigm in accordance with the Credit Agreement; and
 
(g)           Pledgor shall comply with all the covenants and obligations applicable to it in the Credit Agreement and other Loan Documents.  The covenants and obligations of the Pledgor referred to in the preceding sentence (including all exhibits, schedules and defined terms referred to therein) are hereby incorporated herein by reference as if set forth in full herein.
 
7.             Negative Covenants . Pledgor covenants and agrees to the following, as long as any Obligation or any Term Loan Commitment remains outstanding:
 
(a)           Without the prior written consent of the Collateral Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or grant a Lien in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement;
 
(b)           Pledgor shall not incur or otherwise suffer to exist or become effective or remain liable on or be responsible for any Contractual Obligation limiting the ability of (i) any Group Member to make Restricted Payments to, or Investments in, or repay Indebtedness or otherwise Sell property to, any Loan Party or (ii) Pledgor to incur or suffer to exist any Lien in favor of the Secured Parties upon any Pledged Collateral (including any “ equal and ratable ” clause and any similar Contractual Obligation requiring, when a Lien is granted on any property, another Lien to be granted on such property or any other property), except, for each of clauses (i) and (ii) above, pursuant to the Loan Documents; and
 
(c)           Pledgor shall not waive or otherwise modify any term of (i) any document governing any Pledged Collateral in a manner adverse to Pledgor or any Secured Party or (ii) any Intercompany Agreement entered into with any other Loan Party, except, for each of clauses (i) or (ii) above, with the consent of the Collateral Agent.
 
(d)           Pledgor shall not enter into or engage in any business or activity other than (i) the ownership of the Pledged Collateral, (ii) maintaining its corporate existence, (iii) participating in tax, accounting and other administrative activities as the parent of the Borrower, (iv) the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder, and (v) activities incidental to the activities described in clauses (i) through (iv) of this Section.
 
8.             Pledgor’s Rights .  As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 9(b) hereof:
 

 
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(a)           Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, no consent shall be given or action taken and no right shall be exercised or other action taken, which would have the effect of impairing the position or interest of the Collateral Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent a Pledged Entity is expressly permitted to do so by the Credit Agreement):
 
(i)           the dissolution or liquidation, in whole or in part, of a Pledged Entity;
 
(ii)           the consolidation or merger of a Pledged Entity with any other Person;
 
(iii)           the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of the Collateral Agent;
 
(iv)           any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or
 
(v)           the alteration of the voting rights with respect to the Stock of a Pledged Entity; and
 
(b)           (i)           Pledgor shall be entitled, from time to time, to collect and receive for its own account and use all cash dividends, distributions and interest paid in respect of the Pledged Shares to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and
 
(ii)           all dividends, interest and all other distributions in respect of any of the Pledged Shares (other than such cash dividends, distributions and interest as are permitted to be paid to Pledgor in accordance with clause (i) above), whenever paid or made, shall be delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).
 
9.             Defaults and Remedies: Proxy .
 
(a)           Upon the occurrence and during the continuance of an Event of Default, to the extent permitted by law, the Collateral Agent may exercise in respect of the Pledged Collateral,
 

 
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in addition to other rights and remedies provided for in this Agreement or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Pledged Collateral).
 
(b)           Upon the occurrence of an Event of Default and during the continuation of such Event of Default, and concurrently with written notice to Pledgor, the Collateral Agent (personally or through an agent) is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest and other distributions made thereon, to sell in one or more sales after ten days’ notice of the time and place of any public sale or of the time at which a private sale is to take place (which notice Pledgor agrees is commercially reasonable) the whole or any part of the Pledged Collateral and to otherwise act with respect to the Pledged Collateral as though the Collateral Agent was the outright owner thereof. Any sale shall be made at a public or private sale at the Collateral Agent’s place of business, or at any place to be named in the notice of sale, either for cash or upon credit or for future delivery at such price as the Collateral Agent may deem fair, and the Collateral Agent may be the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or any right of redemption. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be conducted by an auctioneer or any officer or agent of the Collateral Agent. PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE COLLATERAL AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE THE PLEDGED SHARES, WITH FULL POWER OF SUBSTITUTION TO DO SO. THE APPOINTMENT OF THE COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE SATISFACTION IN FULL OF THE OBLIGATIONS. IN ADDITION TO THE RIGHT TO VOTE THE PLEDGED SHARES, THE APPOINTMENT OF THE COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR THE COLLATERAL AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT. NOTWITHSTANDING THE FOREGOING, THE COLLATERAL AGENT SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO.
 

 
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(c)           If, at the original time or times appointed for the sale of the whole or any part of the Pledged Collateral, the highest bid, if there be but one sale, shall be inadequate to discharge in full all the Secured Obligations, or if the Pledged Collateral be offered for sale in lots, if at any of such sales, the highest bid for the lot offered for sale would indicate to the Collateral Agent, in its discretion, that the proceeds of the sales of the whole of the Pledged Collateral would be unlikely to be sufficient to discharge all the Secured Obligations, the Collateral Agent may, on one or more occasions and in its discretion, postpone any of said sales by public announcement at the time of sale or the time of previous postponement of sale, and no other notice of such postponement or postponements of sale need be given, any other notice being hereby waived; provided, however, that any sale or sales made after such postponement shall be after ten days’ notice to Pledgor.
 
(d)           If, at any time when the Collateral Agent in its sole discretion determines, following the occurrence and during the continuance of an Event of Default, that, in connection with any actual or contemplated exercise of its rights (when permitted under this Section 9 ) to sell the whole or any part of the Pledged Shares hereunder, it is necessary or advisable to effect a public registration of all or part of the Pledged Collateral pursuant to the Securities Act of 1933, as amended (or any similar statute then in effect) (the “ Act ”), Pledgor shall, in an expeditious manner, cause the Pledged Entities to:
 
(i)           Prepare and file with the Securities and Exchange Commission (the “ Commission ”) a registration statement with respect to the Pledged Shares and in good faith use commercially reasonable efforts to cause such registration statement to become and remain effective for such period as prospectuses are required by law to be furnished or available;
 
(ii)           Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith which, in the opinion of the Collateral Agent, are necessary or advisable to keep such registration statement effective and to comply with the provisions of the Act with respect to the sale or other disposition of the Pledged Shares covered by such registration statement;
 
(iii)           Furnish to the Collateral Agent such numbers of copies of a prospectus and a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as the Collateral Agent may request in order to facilitate the public sale or other disposition of the Pledged Shares by the Collateral Agent;
 
(iv)           Use commercially reasonable efforts to register or qualify the Pledged Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as the Collateral Agent shall request, and do such other reasonable acts and things as may be required of it to enable the Collateral Agent to consummate the public sale or other disposition in such jurisdictions of the Pledged Shares by the Collateral Agent;
 
(v)           Furnish, at the request of the Collateral Agent, on the date that shares of the Pledged Collateral are delivered to the underwriters for sale pursuant to such registration or, if the security is not being sold through underwriters, on the date that the registration statement with respect to such Pledged Shares becomes effective, (A) an opinion, dated such date, of the
 

 
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independent counsel representing such registrant for the purposes of such registration, addressed to the underwriters, if any, and in the event the Pledged Shares are not being sold through underwriters, then to the Collateral Agent, in customary form and covering matters of the type customarily covered in such legal opinions; and (B) a comfort letter, dated such date, from the independent certified public accountants of such registrant, addressed to the underwriters, if any, and in the event the Pledged Shares are not being sold through underwriters, then to the Collateral Agent, in a customary form and covering matters of the type customarily covered by such comfort letters and as the underwriters or the Collateral Agent shall reasonably request. The opinion of counsel referred to above shall additionally cover such other legal matters with respect to the registration in respect of which such opinion is being given as the Collateral Agent may reasonably request. The letter referred to above from the independent certified public accountants shall additionally cover such other financial matters (including information as to the period ending not more than five Business Days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the Collateral Agent may reasonably request; and
 
(vi)           Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but not later than 18 months after the effective date of the registration statement, an earnings statement which satisfies the provisions of Section 11(a) of the Act.
 
(e)           All expenses incurred in complying with Section 9(d) hereof, including, without limitation, all registration and filing fees (including all expenses incident to filing with the Financial Industry Regulatory Authority), printing expenses, fees and disbursements of counsel for the registrant, the fees and expenses of counsel for the Collateral Agent, expenses of the independent certified public accountants (including any special audits incident to or required by any such registration) and expenses of complying with the securities or blue sky laws or any jurisdictions, shall be paid by Pledgor.
 
(f)           If, at any time when the Collateral Agent shall determine to exercise its right to sell the whole or any part of the Pledged Collateral hereunder, such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Act, the Collateral Agent may, in its discretion (subject only to applicable requirements of law), sell such Pledged Collateral or part thereof by private sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable, but subject to the other requirements of this Section 9 , and shall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, the Collateral Agent in its discretion (x) may, in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof could be or shall have been filed under said Act (or similar statute), (y) may approach and negotiate with a single possible purchaser to effect such sale, and (z) may restrict such sale to a purchaser who is an accredited investor under the Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Pledged Collateral or any part thereof.  In addition to a private sale as provided above in this Section 9 , if any of the Pledged Collateral shall not be freely distributable to the public without registration under the Act (or
 

 
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similar statute) at the time of any proposed sale pursuant to this Section 9 , then the Collateral Agent shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions:
 
(i)           as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale;
 
(ii)           as to the content of legends to be placed upon any certificates representing the Pledged Collateral sold in such sale, including restrictions on future transfer thereof;
 
(iii)           as to the representations required to be made by each Person bidding or purchasing at such sale relating to that Person’s access to financial information about Pledgor and such Person’s intentions as to the holding of the Pledged Collateral so sold for investment for its own account and not with a view to the distribution thereof; and
 
(iv)           as to such other matters as the Collateral Agent may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws.
 
(g)           Pledgor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with clause (f) above. Pledgor also acknowledges that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Pledged Entity to register such securities for public sale under the Act, or under applicable state securities laws, even if Pledgor and the Pledged Entity would agree to do so.
 
(h)           Pledgor agrees to the maximum extent permitted by applicable law that following the occurrence and during the continuance of an Event of Default it will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to prevent or delay the enforcement of this Agreement, or the absolute sale of the whole or any part of the Pledged Collateral or the possession thereof by any purchaser at any sale hereunder, and Pledgor waives the benefit of all such laws to the extent it lawfully may do so. Pledgor agrees that it will not interfere with any right, power and remedy of the Collateral Agent provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Collateral Agent of any one or more of such rights, powers or remedies. No failure or delay on the part of the Collateral Agent to exercise any such right, power or remedy and no notice or demand which may be given to or made upon Pledgor by the Collateral Agent with respect to any such remedies shall operate as a waiver thereof, or limit or impair the Collateral Agent’s right to take any action or to exercise any power or remedy hereunder, without notice or demand, or prejudice its rights as against Pledgor in any respect.
 

 
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(i)           Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to the Collateral Agent, that the Collateral Agent shall have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 9 shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that the Secured Obligations are not then due and payable in accordance with the agreements and instruments governing and evidencing such obligations.
 
(j)           Each right, power and remedy herein specifically granted to the Collateral Agent or otherwise available to it shall be cumulative, and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity, or otherwise, and each such right, power and remedy, whether specifically granted herein or otherwise existing, may be exercised at any time and from time-to-time as often and in such order as may be deemed expedient by the Collateral Agent in its sole discretion.
 
10.            Waiver . No delay on the Collateral Agent’s part in exercising any power of sale, Lien, option or other right hereunder, and no notice or demand which may be given to or made upon Pledgor by the Collateral Agent with respect to any power of sale, Lien, option or other right hereunder, shall constitute a waiver thereof or limit or impair the Collateral Agent’s right to take any action or to exercise any power of sale, Lien, option, or any other right hereunder, without notice or demand, or prejudice the Collateral Agent’s rights as against Pledgor in any respect.
 
11.            Assignment . The Collateral Agent may assign, indorse or transfer any instrument evidencing all or any part of the Secured Obligations as provided in, and in accordance with, the Credit Agreement, and the holder of such instrument shall be entitled to the benefits of this Agreement.
 
12.            Termination . At the time provided in clause (b)(iii) of Section 10.12 of the Credit Agreement, the Pledged Collateral shall be released from the Lien created hereby and the Collateral Agent shall deliver to Pledgor the Pledged Collateral pledged by Pledgor at the time subject to this Agreement and all instruments of assignment or transfer executed in connection therewith or as Pledgor may reasonably request, free and clear of the Liens hereof and, except as otherwise provided herein, all of Pledgor’ s obligations hereunder shall at such time terminate.
 
13.            Lien Absolute . All rights of the Collateral Agent hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of:
 
(a)           any lack of validity or enforceability of the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Secured Obligations;
 
(b)           any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Secured Obligations;
 

 
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(c)           any exchange, release or non-perfection of any other Collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations;
 
(d)           the insolvency of any Loan Party; or
 
(e)           any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pledgor.
 
14.            Release . Pledgor consents and agrees that the Collateral Agent may at any time, or from time to time, in its discretion:
 
(a)           renew, extend or change the time of payment, and/or the manner, place or terms of payment of all or any part of the Secured Obligations; and
 
(b)           exchange, release and/or surrender all or any of the Collateral (including the Pledged Collateral), or any part thereof, by whomsoever deposited, which is now or may hereafter be held by the Collateral Agent in connection with all or any of the Secured Obligations; all in such manner and upon such terms as the Collateral Agent may deem proper, and without notice to or further assent from Pledgor, it being hereby agreed that Pledgor shall be and remain bound upon this Agreement, irrespective of the value or condition of any of the Collateral, and notwithstanding any such change, exchange, settlement, compromise, surrender, release, renewal or extension, and notwithstanding also that the Secured Obligations may, at any time, exceed the aggregate principal amount thereof set forth in the Credit Agreement, or any other agreement governing any Secured Obligations. Pledgor hereby waives notice of acceptance of this Agreement, and also presentment, demand, protest and notice of dishonor of any and all of the Secured Obligations, and promptness in commencing suit against any party hereto or liable hereon, and in giving any notice to or of making any claim or demand hereunder upon Pledgor. No act or omission of any kind on the Collateral Agent’s part shall in any event affect or impair this Agreement.
 
15.            Reinstatement . This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against Pledgor or any Pledged Entity for liquidation or reorganization, should Pledgor or any Pledged Entity become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of Pledgor’s or a Pledged Entity’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “ voidable preference ”, “ fraudulent conveyance ”, or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
 

 
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16.            Miscellaneous .
 
(a)           The Collateral Agent may execute any of its duties hereunder by or through agents or employees and shall be entitled to advice of counsel concerning all matters pertaining to its duties hereunder.
 
(b)           The Collateral Agent shall be reimbursed for actual out-of-pocket expenses, including, without limitation, reasonable counsel fees, incurred by the Collateral Agent in connection with the administration and enforcement of this Agreement to be payable in accordance with Section 7.11 of the Credit Agreement.
 
(c)           Neither the Collateral Agent, nor any of its respective officers, directors, employees, agents or counsel shall be liable for any action lawfully taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.
 
(d)           THIS AGREEMENT SHALL BE BINDING UPON PLEDGOR AND ITS SUCCESSORS AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF PLEDGOR), AND SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, THE COLLATERAL AGENT AND ITS SUCCESSORS AND ASSIGNS, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND NONE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED EXCEPT IN WRITING DULY SIGNED FOR AND ON BEHALF OF THE COLLATERAL AGENT AND PLEDGOR.
 
17.            Severability . If for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or effect those portions of this Agreement which are valid.
 
18.            Notices . Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon either of the parties by the other party, or whenever either of the parties desires to give or serve upon any other a communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and given in the manner specified in Section 11.11 of the Credit Agreement (provided that notices, demands, requests, consents, approvals, declarations or other communications to Pledgor may be given in the manner in which they may be given to the Borrower): (a) if to the Collateral Agent, to the address specified in Section 11.11 of the Credit Agreement, (b) if to Pledgor, to the Borrower’s address, facsimile number, electronic mail address or telephone number specified in such Section 11.11 of the Credit Agreement or (c) at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration or other communication hereunder shall be deemed to have been duly served, given or delivered (a) upon the earlier of actual receipt and three Business Days after deposit in the United States Mail, registered or certified mail, return
 

 
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receipt requested, with proper postage prepaid, (b) upon transmission, when sent by telecopy or other similar facsimile transmission (with such telecopy or facsimile promptly confirmed by delivery of a copy by personal delivery or United States Mail as otherwise provided in this Section 18 , (c) one Business Day after deposit with a reputable overnight courier with all charges prepaid, or (d) when delivered, if hand-delivered by messenger. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to the persons designated above to receive copies shall in no way adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication.
 
19.            Section Titles . The Section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.
 
20.            Counterparts . This Agreement may be executed in any number of counterparts, which shall, collectively and separately, constitute one agreement.
 
21.            Benefit of Secured Parties . All security interests granted or contemplated hereby shall be for the benefit of the Collateral Agent and the Secured Parties, and all proceeds or payments realized from the Pledged Collateral in accordance herewith shall be applied to the Obligations in accordance with the terms of the Credit Agreement.
 
22.            Conflicts .  In the event of any conflict between the terms of this Agreement and the terms of the Credit Agreement, the terms of the Credit Agreement shall control.
 
23.            Authorization .  Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Pledgor is an organization, the type of organization and any organization identification number issued to such Pledgor. Pledgor agrees to furnish any such information to the Collateral Agent promptly upon request. Pledgor also ratifies its authorization for the Collateral Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.
 
24.            Entire Agreement .   THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.
 
25.            Amendment and Restatement .  The Pledgor and the Collateral Agent have agreed that this Agreement is an amendment and restatement of the Existing Christie Pledge Agreement in its entirety and is given in renewal and replacement (but not extinguishment) of the Existing Christie Pledge Agreement.  This Agreement is not a novation of the Existing Christie Pledge Agreement.
 

 
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The Pledgor hereby acknowledges, confirms and agrees that the Collateral Agent for the ratable benefit of the Secured Parties shall continue to have a security interest in and lien upon the Collateral heretofore granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Existing Christie Pledge Agreement to secure the Secured Obligations, as well as any Collateral granted under this Agreement or under any of the other Loan Documents or otherwise granted to or held by the Collateral Agent or any Secured Party.
 
The liens and security interests of the Collateral Agent for the benefit of the Secured Parties in the Collateral shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such liens and security interests to the Collateral Agent for the ratable benefit of the Secured Parties, whether under this Agreement or the Existing Christie Pledge Agreement.
 
[SIGNATURE PAGE FOLLOWS]
 

 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.
 

 
CHRISTIE/AIX, INC.
   
   
   
 
By:
/s/ Gary S. Loffredo
 
Name:
Gary S. Loffredo
 
Title:
President



 
 
Signature Page to Amended and Restated Pledge Agreement (Christie)
 
 

 
 
SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH, as Collateral Agent
 
   
   
   
 
By:
/s/ Richard O. Knowlton
 
Name:
Richard O. Knowlton
 
Title:
Managing Director




  Signature Page to Amended and Restated Pledge Agreement (Christie)
 
 

SCHEDULE I
 
PLEDGED STOCK
 
Pledged Entity
Class of Stock
Stock Certificate Number(s)
Number of Shares
Percentage of Outstanding Shares
Cinedigm Digital Funding I, LLC
     N/A
     N/A
     N/A
     100%


 
Schedule I to Pledge Agreement 
 

SCHEDULE II
 
PLEDGE AMENDMENT
 
This Pledge Amendment, dated _____, ___ is delivered pursuant to Section 6(d) of the Pledge Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies that the representations and warranties in Section 5 of the Pledge Agreement are and continue to be true and correct as to the instruments and shares pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to that certain Amended and Restated Pledge Agreement, dated as of February 28, 2013, between undersigned, as Pledgor, and Société Générale, New York Branch, as collateral agent (the “ Pledge Agreement ”), and that the Pledged Shares listed on this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in said Pledge Agreement and shall secure all Secured Obligations referred to in said Pledge Agreement.
 
   
   
   
   
 
By:
 
 
Name:
 
 
Title:
 




Name and Address of Pledgor
Pledged Entity
Class of Stock
Certificate Number(s)
Number of Shares
         
         
         
 
 

 
Schedule II to Pledge Agreement

EXHIBIT 4.4
 
EXECUTION VERSION
LIMITED RECOURSE PLEDGE AGREEMENT

 

This LIMITED RECOURSE PLEDGE AGREEMENT (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, this “ Agreement ”), dated as of February 28, 2013, is made by CINEDIGM DIGITAL CINEMA CORP. ,   a Delaware corporation ( the “ Pledgor ”), in favor of PROSPECT CAPITAL CORPORATION , a Maryland corporation (“ Prospect ”), as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”).

W I T N E S S E T H:

WHEREAS , pursuant to the Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”), among Cinedigm DC Holdings, LLC (the “ Borrower ”), Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect Capital Corporation, in its separate capacities as Administrative Agent and Collateral Agent , the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS , it is a condition precedent to the obligations of the Lenders under the Term Loan Agreement that the Pledgor enter into this Agreement to secure the obligations of the Pledgor under that certain Limited Recourse Guaranty Agreement, dated as of February 28, 2013, made by Cinedigm Digital Cinema Corp. in its capacity as a guarantor in favor of the Collateral Agent for the Secured Parties (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Limited Recourse Guaranty ”), and the Pledgor desires to satisfy such condition precedent; and

WHEREAS , the Pledgor will obtain substantial direct and indirect financial and other benefits from the Term Loans made by the Lenders to the Borrower pursuant to the Term Loan Agreement and the other Loan Documents, and accordingly, the Pledgor desires to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1
DEFINITIONS

SECTION 1.1.   Certain Terms .  Capitalized terms defined in the Term Loan Agreement and not otherwise defined herein, when used in this Agreement have the respective meanings provided for in the Term Loan Agreement.  The following additional terms, when used in this Agreement, have the following meanings:
 

 
 
 


“ Access Phase 2 ” means Access Digital Cinema Phase 2, Corp., a Delaware corporation.

“ Cinedigm Australia ” means Cinedigm Digital Cinema Australia Pty Ltd., an Australian company.

“ Collateral ” means, collectively, (a) the Pledged Stock; (b) all other Pledged Property, whether now or hereafter delivered to the Collateral Agent in connection with this Agreement; and (c) all additions, attachments, accessions, substitutions, replacements and proceeds of any of the foregoing; provided , however , that “Collateral” shall not include any Excluded Property.

“ Distributions ” means all dividends paid in stock, liquidating dividends, shares of Stock resulting from stock splits, reclassifications, warrants, options, non-cash dividends and other distributions (whether similar or dissimilar to the foregoing) on or with respect to any Pledged Stock, but shall not mean Dividends.

“ Dividends ” means cash dividends and cash distributions with respect to any Pledged Stock made out of capital surplus.

“ Event of Default ” means any event described in Section 5.1 .

“ Excluded Property ” means any of the (A) “Pledged Collateral” as such term is defined in the Amended and Restated Pledge Agreement dated as of February 28, 2013 between Access and the CDF1 Credit Agreement Collateral Agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time), (B) “Pledged Collateral” as such term is defined in the Amended and Restated Pledge Agreement dated as of February 28, 2013 between Christie and the CDF1 Credit Agreement Collateral Agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time), (C) “Pledged Collateral” as such term is defined in the Pledge Agreement dated as of October 18, 2011 between Access Phase 2 and Société Générale, New York Branch, in its capacity as collateral agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time), and (D) “Pledged Collateral” as such term is defined in the Pledge Agreement dated as of October 18, 2011 between CDF2 Holdings and Société Générale, New York Branch, in its capacity as collateral agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).

“ Pledged Property ” means all Pledged Stock and any certificates evidencing the Pledged Stock, and all Dividends, Distributions, securities, cash, instruments, interest payments and other property and proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock.

“ Pledged Stock ” means the Stock more particularly described in Schedule 1 hereto, as amended and supplemented from time to time, and all other Stock of the Borrower, Access Phase 2, Cinedigm Australia and any Subsidiary of the Pledgor formed or acquired by the Pledgor after the date of this Agreement and engaged in the Servicing Business, in each case,

 
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that may from time to time be issued or granted to the Pledgor from time to time while this Agreement is in effect; provided , however , to the extent that any such Subsidiary of the Pledgor is a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code, “Pledged Stock” with respect to such Foreign Subsidiary means 66 % of the issued and outstanding Voting Stock and 100% of the outstanding non-voting Stock of such Foreign Subsidiary that may from time to time be issued or granted to the Pledgor from time to time while this Agreement is in effect; provided ¸ further that, for the avoidance of doubt, “Pledged Stock” shall not include any Excluded Property.

“ Power of Attorney ” means that certain Limited Power of Attorney, dated as of the date hereof, granted to Collateral Agent by Pledgor.
 
                            “ Secured Obligations ” means all Guaranteed Obligations (as defined in the Limited Recourse Guaranty).
 
                             “ Stock ” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, ordinary shares, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.
 
                            “ Triggering Event ” means the Borrower, at any time, elects not to make a voluntary prepayment with CDF1 Excess Cash Flow on any Payment Date on or after the Discharge of the CDF1 Credit Agreement Obligations.

SECTION 1.2.   UCC Definitions .  Unless the context otherwise requires, all terms used herein but not defined herein or in the Credit Agreement for which meanings are provided in the Uniform Commercial Code as in effect in the State of New York or in any other applicable jurisdiction (the “ UCC ”) have the meanings given to such terms in the UCC.

ARTICLE 2
PLEDGE

SECTION 2.1.   Grant of Security Interest .  The Pledgor hereby pledges, assigns, grants, delivers, sets over, conveys and transfers to the Collateral Agent a continuing first priority security interest in and to, all of the Collateral now or hereafter owned or acquired by the Pledgor or in which the Pledgor now has or hereafter has or acquires any rights.

SECTION 2.2.   Security for Secured Obligations .  This Agreement and the Collateral secure the payment in full and performance of all Secured Obligations.

SECTION 2.3.   Delivery of Pledged Property; Registration of Pledge; Transfer upon the Occurrence of an Event of Default .  All certificates and instruments representing or evidencing any Collateral, including all Pledged Stock, shall be delivered to the Collateral Agent and shall be held by the Collateral Agent, shall be in suitable form for transfer by delivery, and shall be accompanied by all necessary instruments of transfer or assignment, duly executed in

 
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blank.  The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, and without notice to the Pledgor, to transfer to, or to register in the name of the Collateral Agent or any of its nominees, any or all of the Pledged Stock.

SECTION 2.4.   No Duty of the Collateral Agent .  The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers.  Beyond reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.  The Collateral Agent shall not be liable or responsible for any loss or damage to any of the Collateral, or from any diminution in the value thereof, by reason of the act or omission of any carrier, forwarding agency, or other agent selected by the Collateral Agent reasonably and in good faith.

SECTION 2.5.   Continuing First Priority Security Interest; Transfer of Secured Obligation .  This Agreement shall:

(a)          create a continuing first priority security interest in the Collateral;

(b)          remain in full force and effect until the payment in full and performance of all Secured Obligations and the termination of all Commitments;

(c)          be binding upon the Pledgor, its administrators, successors and assigns, provided , however , that the Pledgor may not assign any of its rights or obligations hereunder without the prior written consent of the Collateral Agent; and

(d)          inure to the benefit of the Collateral Agent and its permitted successors, transferees and, to the extent set forth in Section 10.09 of the Term Loan Agreement, assigns.

Without limitation to the foregoing, the Collateral Agent may assign or otherwise transfer any Secured Obligation held by it to any other Person, in accordance with the terms of the Term Loan Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted herein or otherwise.  Upon the occurrence of the event described in Section 2.5(b) above, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the Pledgor.  Upon any such termination, the Collateral Agent will, (a) at the Pledgor’s expense, execute and deliver to the Pledgor such documents and instruments and do such acts and things as the Pledgor shall reasonably request to evidence such termination, without recourse or warranty to the Collateral Agent and (b) return to the Pledgor all certificates and instruments representing or evidencing any Collateral (together with all instruments of transfer or assignment) in the Collateral Agent’s possession.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES


 
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SECTION 3.1.   Representations and Warranties .  The Pledgor represents and warrants as follows:

   (a)              The Pledgor (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and (ii) has all requisite corporate power and authority to execute the Limited Recourse Guaranty and this Agreement and perform its obligations thereunder and hereunder.

   (b)              The execution, delivery and performance by the Pledgor of the Limited Recourse Guaranty and this Agreement are within the Pledgor’s corporate powers and have been duly authorized by all necessary corporate action, and if required, shareholder action.  This Agreement and the Limited Recourse Guaranty have been duly executed and delivered by the Pledgor and constitute valid and binding obligations of the Pledgor, enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

    (c)              The execution, delivery and performance by the Pledgor of this agreement and the Limited Recourse Guaranty (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under this Agreement, (b) will not violate any Applicable Law or regulation or the charter, by-laws or other Constituent Documents of the Pledgor or any order of any Governmental Authority applicable to the Pledgor, and (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on the Pledgor or any of its material assets or give rise to a right thereunder to require any payment to be made by the Pledgor.

 
(d)              The Pledgor is and at all times will be the legal and beneficial owner of, and has and will have at all times good and marketable title to (and has and will at all times have full right and authority to pledge and assign), all of the Collateral, free and clear of all Liens or other charges or encumbrances, except the Liens created pursuant to the Loan Documents.

(e)              Assuming the Collateral Agent has properly registered the pledge of the Stock of Cinedigm Australia in the Australia Personal Property Security Register, the pledge of the Collateral pursuant to this Agreement creates a valid, first priority security interest in the Collateral and all proceeds thereof, securing the Secured Obligations which security interest shall be perfected upon the delivery of the certificates evidencing such Collateral to the Collateral Agent.

(f)              The Pledged Stock described on Schedule 1 hereto (as such schedule is supplemented from time to time) has been duly authorized and validly issued, and is fully paid, and nonassessable.


 
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(g)              The Pledged Stock described on Schedule 1 hereto (as such schedule is supplemented from time to time) constitutes, and at all times thereafter the Pledged Stock will constitute, all of the issued and outstanding Stock held by the Pledgor in each Person whose Stock is pledged hereunder (other than with respect to any Foreign Subsidiary, including, without limitation, Cinedigm Australia, in relation to which the Stock pledged hereunder shall be limited to no more than 66 % of the issued and outstanding Voting Stock and 100% of the outstanding non-voting Stock of such Foreign Subsidiary that may from time to time be issued or granted to the Pledgor from time to time while this Agreement is in effect).

(h)            No authorization, approval, or other action by and no notice to or filing with, any Governmental Authority is or will be required either:

(i)         for the pledge by the Pledgor of the Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by the Pledgor, or

 
                    (ii)        for the exercise by the Collateral Agent of the voting or other rights provided for in and in accordance with the terms of this Agreement or the remedies in respect of any Collateral pursuant to this Agreement (except, with respect to any Pledged Stock, as may be required in connection with a disposition of the Pledged Stock by laws affecting the offering and sale of securities generally).

SECTION 3.2.   Warranties upon Pledge of Additional Collateral .  The Pledgor shall be deemed to restate each representation and warranty set forth in Section 3.1 as at the date of each pledge hereunder by the Pledgor to the Collateral Agent of any additional Collateral.


ARTICLE 4
COVENANTS

SECTION 4.1.   Protect Collateral; Further Assurances .  The Pledgor will not sell, assign, transfer, pledge or encumber in any other manner the Collateral except for Liens granted pursuant to the Loan Documents.  The Pledgor will warrant and defend the right, title and security interest herein granted to the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever.  The Pledgor agrees that at any time, and from time to time, at the expense of the Pledgor and at the Collateral Agent’s request, the Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary, or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral.

SECTION 4.2.   Taxes .  The Pledgor will pay all taxes, assessments and charges levied, assessed or imposed upon the Collateral before the same become delinquent or in default, except where, and to the extent expressly permitted otherwise in the Term Loan Agreement.

 
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SECTION 4.3.   Transfer Powers .  The Pledgor agrees that all certificated Pledged Stock delivered by the Pledgor to the Collateral Agent pursuant to this Agreement will be accompanied by all necessary instruments of transfer or assignment, duly executed in blank.  Thereafter, the Pledgor will, upon the request of the Collateral Agent, promptly deliver to it such transfer powers, instruments and similar documents, reasonably satisfactory in form and substance to the Collateral Agent, with respect to the Collateral as the Collateral Agent may reasonably request and will, from time to time upon the request of the Collateral Agent, promptly transfer any Pledged Stock or other Stock, including all Distributions to the extent required under Section 4.4 hereof, constituting Collateral into the name of the Collateral Agent or any nominee designated by the Collateral Agent.

SECTION 4.4.   Voting Rights; Dividends .  In addition, the Pledgor agrees that:

(a)          if any Event of Default shall have occurred and be continuing, promptly upon receipt thereof by the Pledgor and upon request therefor by the Collateral Agent, the Pledgor shall deliver (properly endorsed where required hereby or requested by the Collateral Agent) to the Collateral Agent all Dividends (other than Dividends expressly permitted to be made by the Borrower or Access Phase 2 to the Pledgor under Section 8.06 of the Term Loan Agreement) of any Loan Party and its Subsidiaries;

(b)          if any Event of Default shall have occurred and be continuing, immediately upon notice to the Pledgor by the Collateral Agent, all rights of the Pledgor to exercise or refrain from exercising voting or other consensual rights in respect of the Collateral shall cease and all such rights shall thereupon become vested in the Collateral Agent, who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; and

(c)          if any Event of Default shall have occurred and be continuing, upon request of the Collateral Agent, the Pledgor shall immediately deliver to the Collateral Agent such proxies and other documents as may be necessary to allow the Collateral Agent to exercise the voting and other consensual rights with respect to any Collateral.

Except as set forth in the immediately preceding sentence, the Pledgor shall be entitled to exercise, in its reasonable judgment, but in a manner not inconsistent with the terms of the Term Loan Agreement or any other Loan Document (including this Agreement), the voting powers and all other incidental rights of ownership with respect to any Pledged Stock (subject to the Pledgor’s obligation to deliver to the Collateral Agent such certificated Pledged Stock in pledge hereunder) and to the receipt of all Dividends permitted to be made under Section 8.06 of the Term Loan Agreement.  All Dividends, Distributions, cash payments and proceeds which the Pledgor is then obligated to deliver to the Collateral Agent, shall, until delivery to the Collateral Agent, be held by the Pledgor separate and apart from its other property in trust for the Collateral Agent.  The Collateral Agent agrees that unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall, upon the written request of the Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by the Pledgor which are necessary to allow the Pledgor to exercise voting and other consensual rights with respect to

 
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any Collateral; provided , however , that no vote shall be cast, or consent, waiver or ratification given, or action taken by the Pledgor that would impair in any material respect any Collateral or be inconsistent with or violate any provision of the Term Loan Agreement or any other Loan Document (including this Agreement).

SECTION 4.5.   Additional Information .  The Pledgor will promptly furnish to the Collateral Agent written notice of the occurrence of any event which would make any representation contained in Article 3 untrue in any material respect at such time.

ARTICLE 5
EVENTS OF DEFAULT; REMEDIES

SECTION 5.1.    Events of Default .  Each of the following shall constitute an “Event of Default” hereunder:

 (a)           Any “Event of Default” as provided under the terms of the Term Loan Agreement; or
 
 (b)           The Pledgor shall fail to observe or perform any covenant or agreement set forth in this Agreement or in the Limited Recourse Guaranty other than those referenced in subsection (a) above, and if such failure is capable of being remedied, such failure shall remain unremedied for the period of time described in the applicable provision hereof of in the Limited Recourse Guaranty.
 
SECTION 5.2.   Actions upon Event of Default .  In addition to its rights and remedies provided hereunder, whenever an Event of Default shall have occurred and be continuing, the Collateral Agent shall have all rights and remedies of a secured party upon default under the UCC or other Applicable Law.  Any notification required by law of any intended disposition by the Collateral Agent of any of the Collateral shall be deemed timely and reasonably given if given in accordance with Applicable Law at least ten (10) days before such disposition.  Without limitation of the above, the Collateral Agent may, whenever an Event of Default shall have occurred and be continuing, take all or any of the following actions after giving at least ten (10) days’ prior notice to the Pledgor:

    (a)          transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, without disclosing that such Collateral is subject to the Lien hereunder;

    (b)          take control of any proceeds of the Collateral; and

(c)          execute in the name, place and stead of the Pledgor endorsements, assignments, transfer powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.
 
SECTION 5.3.   Attorney-in-Fact .  The Pledgor hereby irrevocably appoints the Collateral Agent as its true and lawful attorney, with full power of substitution, in the name of the Pledgor, the Collateral Agent, or otherwise, for the sole use and benefit of the Collateral Agent, but at the Pledgor’s expense, (i) upon the occurrence and during the continuance of an

 
8
 


Event of Default, to take any action and to execute any instrument which the Collateral Agent may deem reasonably necessary or advisable to enable the Collateral Agent to realize the benefit of the security interest provided for in this Agreement and (ii) upon the occurrence of a Triggering Event, to take any action and exercise any power to cause the Pledor to enter into the Replacement Phase I MSA, including without limitation, the powers granted under the Power of Attorney.  At the request of the Collateral Agent, the Pledgor hereby agrees to enter into the Replacement Phase I MSA upon the occurrence of a Triggering Event and the Collateral Agent shall be entitled to specific performance of such obligation of the Pledgor.

SECTION 5.4.   Private Sales .  (a)  The Pledgor recognizes that the Collateral Agent may be unable, after the occurrence and during the continuance of any Event of Default, to effect a public sale of any or all the Pledged Stock by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “ Securities Act ”) and applicable state securities law or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that will be obligated to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof.  The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of having been a private sale.  The Collateral Agent shall be under no obligation to delay sale of any of the Pledged Stock for the period of time necessary to permit the Borrower to register such Stock for public sale under the Securities Act, or under applicable state securities law, even if the Borrower would agree to do so.

(b)          The Pledgor further agrees to use its reasonable best efforts, after the occurrence and during the continuance of an Event of Default, to do or cause to be done all such acts as may be necessary to make such sale or sales of all or any portion of the Pledgor’s Pledged Stock pursuant to this Section 5.4 valid and binding and in compliance with any and all Applicable Law.

SECTION 5.5.   Application of Proceeds .  The proceeds of any sale of, or other realization upon, all or any part of the Collateral by the Collateral Agent shall be applied to satisfy the Secured Obligations in the manner set forth in Section 4.02(b) of the Term Loan Agreement.

SECTION 5.6.   Indemnity and Expenses .  Subject to Section 5.7 , the Pledgor hereby indemnifies and holds harmless the Collateral Agent from and against any and all claims, losses, and liabilities growing out of or resulting from this Agreement (including enforcement of this Agreement), to the same extent as the Borrower, Access Phase 2 and the other Loan Parties are liable with respect to the other Loan Documents pursuant to the terms of Section 11.05 of the Term Loan Agreement.

SECTION 5.7.   Extent of Liability .  Notwithstanding anything to the contrary contained in this Agreement, the liability of the Pledgor hereunder shall be recourse only to the Collateral from time to time pledged by the Pledgor or as provided for in the Limited Recourse Guaranty, plus any reasonable costs and expenses incurred by the Collateral Agent as a result of

 
9
 


the Pledgor’s interference with the Collateral Agent’s rights and remedies hereunder in violation of the provisions of this Agreement or as provided under the Limited Recourse Guaranty.

ARTICLE 6
MISCELLANEOUS

SECTION 6.1.   Loan Document .  This Agreement is a Loan Document executed pursuant to the Term Loan Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.

SECTION 6.2.   Amendments .  No amendment, waiver or consent under this Agreement shall be effective unless the same shall be executed in accordance with the provisions of Section 11.01 of the Term Loan Agreement which are incorporated herein by this reference, mutatis mutandis with such provisions applying to Cinedigm as if it were the Borrower thereunder.

SECTION 6.3.   Obligations Not Affected .  The obligations of the Pledgor under this Agreement shall remain in full force and effect without regard to, and shall not be impaired or affected by (to the extent that the Pledgor may prospectively waive such defenses under Applicable Law):

(a)          any amendment or modification or addition or supplement to the Term Loan Agreement, any Note, any other Loan Document, any instrument delivered in connection therewith or any assignment or transfer thereof;

(b)          any exercise, non-exercise or waiver by the Collateral Agent of any right, remedy, power or privilege under or in respect of, or any release of any guaranty or col­lateral provided pursuant to, this Agreement, the Term Loan Agreement or any other Loan Document;

(c)          any waiver, consent, extension, indulgence or other action or inaction in respect of this Agreement, any other Security Document, the Term Loan Agreement or any other Loan Document or any assignment or transfer of any thereof; or

(d)          any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like, of the Pledgor or any other Person, whether or not the Pledgor shall have notice or knowledge of any of the foregoing.

SECTION 6.4.   Protection of Collateral .  The Collateral Agent may from time to time perform, at its option, any act which the Pledgor agrees hereunder to perform and which the Pledgor shall fail to perform, and the Collateral Agent may from time to time take any other action which the Collateral Agent reasonably deems necessary for the maintenance, preservation or protection of any of the Collateral or of its security interest therein.

SECTION 6.5.   Additional Interests .  If the Pledgor shall at any time acquire or hold any Stock or additional Stock of any Person whose Stock is pledged or required to be

 
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pledged hereunder (any such Stock being referred to hereinafter as the “ Additional Stock ”), the Pledgor shall deliver to the Collateral Agent (i) a Pledge Agreement Supplement in the form of Exhibit A hereto with respect to such Additional Stock duly completed and executed by the Pledgor and (ii) any other document required in connection with such Additional Interests as described in Section 2.3 .  The Pledgor shall comply with the requirements of this Section 6.5 promptly, and, in any event, within no more than two (2) Business Days, of the acquisition of any such Additional Stock; provided , that the failure to comply with the provisions of this Section 6.5 shall not impair the Lien on Additional Stock conferred hereunder.
 
                            SECTION 6.6.   Addresses for Notices .  All notices and other communications provided for herein shall be (i) in writing, (ii) delivered and deemed received in accordance with the procedures set forth in Section 11.02 of the Term Loan Agreement and (iii) addressed to the parties at the address, facsimile number or email address provided therein or, in the case of the Pledgor, as set forth on its signature page hereto.  Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice to all of the other parties hereto in accordance with the foregoing.

SECTION 6.7.   Governing Law .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).
 
                            SECTION 6.8.   Arbitration; Jurisdiction; Venue; Service of Process; Jury Trial Waiver .  THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN ARTICLE XII OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
 
SECTION 6.9.   Postponement of Subrogation .  The Pledgor subordinates and agrees not to exercise any rights against the Borrower or any other Loan Party which it may acquire by way of subrogation or contribution, by any payment made hereunder or otherwise, until all of the Secured Obligations shall have been irrevocably paid in full and all Commitments have been terminated.  If any amount shall be paid to the Pledgor on account of such subrogation or contribution rights at any time when any Secured Obligation or Commitment is outstanding, such amount shall be held in trust for the benefit of the Collateral Agent and shall forthwith be paid to the Collateral Agent to be credited and applied to the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Term Loan Agreement.

SECTION 6.10.   Limitation of Liability .  NO PARTY HERETO, NOR ANY OF THEIR AFFILIATES, SHALL HAVE ANY LIABILITY WITH RESPECT TO, AND EACH PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON, ANY CLAIM FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES SUFFERED BY ANY PARTY HERETO IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO THIS AGREEMENT, THE TRANSACTIONS

 
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CONTEMPLATED HEREIN OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION HEREWITH.

SECTION 6.11.   Counterparts; Effectiveness.   THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN SECTIONS 11.02(d) AND 11.10 OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

[Signature pages follow.]


 
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IN WITNESS WHEREOF , the Pledgor has caused this Limited Recourse Pledge Agreement to be duly executed as of date first above written.

PLEDGOR :
   
CINEDIGM DIGITAL CINEMA CORP.
   
By:
  s/s Gary S. Loffredo
Name:
  Gary S. Loffredo
Title:
  President of Digital Cinema, General Counsel
  and Secretary
   
ADDRESS FOR NOTICES:
Address:
902 Broadway
9th Floor
New York, NY 10010
Attention:  General Counsel
Facsimile No.:  212-206-9001/424-281-5401
Email:      gloffredo@cinedigm. com
amizel@cinedigm.com
jbrownson@cinedigm.com
   
   
with a copy to:
   
Kelley Drye & Warren LLP
101 Park Avenue
New York, NY 10178
Attention:  Jonathan K. Cooperman, Esq. and
Merrill B. Stone, Esq.
Facsimile No.:  (212) 808-7897


Signature Page to Limited Recourse Pledge Agreement
 
 
 


ACCEPTED AND AGREED
as of the date first above written:
   
PROSPECT CAPITAL CORPORATION , as
Collateral Agent
By:
  /s/ M. Grier Eliasek
Name:
  M. Grier Eliasek
Title:
  President and Chief Operating Officer

 

Signature Page to Limited Recourse Pledge Agreement
 
 
 

SCHEDULE 1

PLEDGED STOCK


Pledgor
Issuer
Class of
Stock
Stock Certificate
Numbers
Percentage of Stock
Owned/ Percentage of
Stock
Pledged
  Cinedigm Digital
  Cinema Corp.
  Cinedigm DC
  Holdings, LLC
[   ]
[   ]
100% / 100%
  Cinedigm Digital
  Cinema Corp.
  Access Digital Cinema
  Phase 2, Corp.
[   ]
[   ]
100% / 100%
  Cinedigm Digital
  Cinema Corp.
  Cinedigm Digital
  Cinema Australia Pty
  Ltd.
[   ]
[   ]
100% / 66%

 

 
 
 

EXHIBIT A
 
FORM OF PLEDGE AGREEMENT SUPPLEMENT
 
THIS PLEDGE AGREEMENT SUPPLEMENT (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, this “ Supplement ”), dated as of ______________, 20__, is made by CINEDIGM DIGITAL CINEMA CORP. , a Delaware corporation (the “ Pledgor ”), in favor of PROSPECT CAPITAL CORPORATION , a Maryland corporation, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”).  All capitalized terms not otherwise defined herein have the meanings given to such terms in the Pledge Agreement (as defined below).
 
WHEREAS , the Pledgor is required under the terms of that certain Limited Recourse Pledge Agreement dated as of February [28], 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Pledge Agreement ”), made by the Pledgor in favor of the Collateral Agent, to cause certain of the Stock held by it and listed on Supplemental Schedule 1 attached to this Supplement (the “ Additional Stock ”) to be specifically identified as subject to the Pledge Agreement; and
 
WHEREAS , the Pledgor has acquired rights in the Additional Stock and desires to evidence its prior pledge to the Collateral Agent of the Additional Stock in accordance with the terms of the Term Loan Agreement and the Pledge Agreement;
 
NOW, THEREFORE , the Pledgor hereby agrees as follows with the Collateral Agent for the benefit of the Secured Parties:
 
The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Stock contained in the Pledge Agreement and pledges and collaterally assigns to the Collateral Agent a first priority lien and security interest to secure the payment in full and performance of all Secured Obligations in (a) the Additional Stock; (b) all other Pledged Property, whether now or hereafter delivered to the Collateral Agent in connection with this Agreement; and (c) all proceeds of any of the foregoing.
 
The Pledgor hereby acknowledges, agrees and confirms by its execution of this Supplement that the Additional Stock constitute “Pledged Stock” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (c) above (the “ Additional Collateral ”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement.  Each of the representations and warranties with respect to Pledged Stock and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Stock and the Additional Collateral, respectively.  Attached to this Supplement is a duly completed Supplemental Schedule 1 (the “ Supplemental Schedule ”) supplementing as indicated thereon Schedule 1 to the Pledge Agreement.  The Pledgor represents and warrants that the information contained on the Supplemental Schedule with respect to such Additional Stock is true, complete and accurate as of the date of its execution of this Supplement.
 

 
 
 

IN WITNESS WHEREOF , the Pledgor has caused this Pledge Agreement Supplement to be duly executed as of the date first above written.
 
 
PLEDGOR :
   
 
CINEDIGM DIGITAL CINEMA CORP.
   
 
By:________________________________________________
 
Name:
 
Title:
   
 
 
ACCEPTED AND AGREED
as of the date first above written:
   
PROSPECT CAPITAL CORPORATION , as
Collateral Agent
By:
   
Name:
 
Title:
 

 
 
 


SCHEDULE 1
 
PLEDGED STOCK/MEMBERSHIP INTEREST
 

 
Pledgor
Issuer
Class of Stock/
Membership
Interest
Stock/ Membership
Interest Certificate
Numbers
Percentage of Stock or
Membership Interest
Owned/ Percentage of
Stock or Membership
Interest Pledged
  Cinedigm
  Digital
  Cinema Corp.
  Cinedigm DC
  Holdings, LLC
N/A
1
100% / 100%
  Cinedigm
  Digital
  Cinema Corp.
  Access Digital
  Cinema Phase 2,
  Corp.
Common
2
100% / 100%
  Cinedigm
  Digital
  Cinema Corp.
  Cinedigm
  Digital Cinema
  Australia Pty
  Ltd.
Ordinary
2
100% / 66%

 

 
 
 

SUPPLEMENTAL SCHEDULE 1

ADDITIONAL INTERESTS


Pledgor
Issuer
Class of
Stock
Certificate
Numbers
Percentage of Stock Owned/
Percentage of Stock
Pledged
 
  Cinedigm Digital
  Cinema Corp.
 
  [   ]
 
[   ]
 
[   ]
 
100% / [   ]%


EXHIBIT 4.5

EXECUTION VERSION

 
GUARANTY, PLEDGE AND SECURITY AGREEMENT

DATED AS OF FEBRUARY 28, 2013
 
BY
 
CINEDIGM DC HOLDINGS, LLC,

 
AS THE BORROWER,
 
AND
 
EACH GUARANTOR
FROM TIME TO TIME PARTY HERETO
 
IN FAVOR OF
 
PROSPECT CAPITAL CORPORATION,
AS COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES
 
 

 
 
 
TABLE OF CONTENTS
 
Page

ARTICLE I
DEFINED TERMS 
 
 
Section  1.1
Definitions 
 
 
Section  1.2
Certain Other Terms 
 
ARTICLE II
GUARANTY 
 
 
Section  2.1
Guaranty 
 
 
Section  2.2
Limitation of Guaranty 
 
 
Section  2.3
Contribution 
 
 
Section  2.4
Authorization; Other Agreements 
 
 
Section  2.5
Guaranty Absolute and Unconditional 
 
 
Section  2.6
Waivers 
 
 
Section  2.7
Reliance 
 
 
Section  2.8
Subordination 
 
 
Section  2.9
Funds Transfers 
 
ARTICLE III
GRANT OF SECURITY INTEREST 
 
 
Section  3.1
Collateral 
 
 
Section  3.2
Grant of Security Interest in Collateral 
 
 
Section  3.3
Collateral Held by Secured Party 
 
ARTICLE IV
REPRESENTATIONS AND WARRANTIES 
 
 
Section  4.1
Title; No Other Liens 
 
 
Section  4.2
Valid Security Interest; Perfection and Priority 
 
 
Section  4.3
Pledged Collateral 
 
 
Section  4.4
Instruments and Tangible Chattel Paper Formerly Accounts 
 
 
Section  4.5
Intellectual Property 
 
 
Section  4.6
Commercial Tort Claims 
 
 
Section  4.7
Specific Collateral 
 
 
Section  4.8
Enforcement 
 
 
Section  4.9
Representations and Warranties of the Term Loan Agreement
 
ARTICLE V
COVENANTS 
 
 
Section  5.1
Maintenance of Perfected Security Interest; Further
Documentation and Consents 
 
 
 
-i-
 
 
 
TABLE OF CONTENTS
(continued)
Page
 
 
 
Section  5.2
Pledged Collateral
 
 
Section  5.3
Accounts 
 
 
Section  5.4
Commodity Contracts 
 
 
Section  5.5
Delivery of Instruments and Tangible Chattel Paper and
Control of Investment Property, Letter-of-Credit Rights;
Electronic Chattel Paper; Evidence of Intercompany
Indebtedness 
 
 
Section  5.6
Intellectual Property 
 
 
Section  5.7
Notices 
 
 
Section  5.8
Notice of Commercial Tort Claims 
 
 
Section  5.9
Controlled Securities Accounts 
 
 
Section  5.10
Fixed Assets 
 
 
Section  5.11
Deposit Accounts 
 
 
Section  5.12
Mortgages 
 
 
Section  5.13
Taxes 
 
 
Section  5.14
Power of Attorney 
 
ARTICLE VI
REMEDIAL PROVISIONS 
 
 
Section  6.1
Code and Other Remedies 
 
 
Section  6.2
Accounts and Payments in Respect of General Intangibles 
 
 
Section  6.3
Pledged Collateral 
 
 
Section  6.4
Proceeds to be Turned over to and Held by the Collateral Agent 
 
 
Section  6.5
Sale of Pledged Collateral 
 
 
Section  6.6
Deficiency 
 
ARTICLE VII
AGENT 
 
 
Section  7.1
The Collateral Agent’s Appointment as Attorney-in-Fact 
 
 
Section  7.2
Authorization to File Financing Statements 
 
 
Section  7.3
Authority of Collateral Agent 
 
 
Section  7.4
Duty; Obligations and Liabilities 
 
ARTICLE VIII
MISCELLANEOUS 
 
 
Section  8.1
Reinstatement 
 
 
-ii-
 
 
 
TABLE OF CONTEN TS
(continued)
Page
 
 
 
Section  8.2
Release of Collateral 
 
 
Section  8.3
Independent Obligations 
 
 
Section  8.4
No Waiver by Course of Conduct 
 
 
Section  8.5
Amendments 
 
 
Section  8.6
Additional Loan Parties; Additional Pledged Collateral 
 
 
Section  8.7
Marshaling 
 
 
Section  8.8
Notices 
 
 
Section  8.9
Successors and Assigns 
 
 
Section  8.10
Counterparts; Effectiveness 
 
 
Section  8.11
Severability 
 
 
Section  8.12
Governing Law 
 
 
Section  8.13
Jurisdiction; Venue; Service Of Process; Jury Trial Waiver 
 
 
Section  8.14
Excluded Property 
 


 
-iii -
 

 
 
 

ANNEXES AND SCHEDULES
 

Annex 1
Form of Pledge Amendment
Annex 2
Form of Joinder Agreement
Annex 3
Form of Intellectual Property Security Agreement
Annex 4
Form of Limited Power of Attorney
   
   
Schedule 1
Commercial Tort Claims
Schedule 2
Guarantor Information
Schedule 3
Pledged Collateral
Schedule 4
Intellectual Property

 
 
 
 

 
 
 

               This GUARANTY, PLEDGE AND SECURITY AGREEMENT , dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, this “ Agreement ”), by CINEDIGM DC HOLDINGS, LLC , a Delaware limited liability company (the “ Borrower ”), and each of the other Subsidiaries of Borrower listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (collectively, the “ Guarantors ”, and each, a “ Guarantor ”, and together with the Borrower, collectively, the “ Loan Parties ” and each, a “ Loan Party ”), in favor of PROSPECT CAPITAL CORPORATION , a Maryland corporation (“ Prospect ”), as collateral agent for the benefit of the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”).
 
W I T N E S S E T H :
 
WHEREAS , pursuant to the Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”), among the Borrower, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as Administrative Agent and Collateral Agent, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;
 
WHEREAS , each Guarantor has agreed to guaranty the Obligations (as defined in the Term Loan Agreement) of the Borrower;
 
WHEREAS , each Guarantor will derive substantial direct and indirect benefits from the making of the extensions of credit under the Term Loan Agreement; and
 
WHEREAS , it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Term Loan Agreement that the Loan Parties shall have executed and delivered this Agreement to Collateral Agent.
 
NOW , THEREFORE , in consideration of the premises and to induce the Lenders, the Administrative Agent and the Collateral Agent to enter into the Term Loan Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Loan Party hereby agrees with Collateral Agent as follows:
 
ARTICLE I
 
DEFINED TERMS
 
            Section  1.1                        Definitions .  (a)  Capitalized terms used herein without definition are used as defined in the Term Loan Agreement.
 
(b)           The following terms have the meanings given to them in the UCC and terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined):  “ account ”, “ account debtor ”, “ as-extracted collateral ”, “ certificated security ”, “ chattel paper ”, “ commercial tort claim ”, “ commodity contract ”, “ deposit account ”, “ electronic chattel paper ”, “ equipment ”, “ farm products ”, “ fixture ”, “ general intangible ”,
 

 
 
 

“ goods ”, “ health-care-insurance receivable ”, “ instruments ”, “ inventory ”, “ investment property ”, “ letter-of-credit right ”, “ proceeds ”, “ record ”, “ securities account ”, “ security ”, “ supporting obligation ” and “ tangible chattel paper ”.
 
(c)           The following terms shall have the following meanings:
 
“ Agreement ” has the meaning specified in the preamble hereof.
 
“ Applicable IP Office ” means the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency within or outside the United States.
 
“ Borrower ” has the meaning set forth in the preamble to this Agreement.
 
“ Collateral ” has the meaning specified in Section 3.1 hereof.
 
“ Collateral Agent ” has the meaning set forth in the preamble to this Agreement.
 
“ Controlled Securities Account ” means each securities account (including all financial assets held therein and all certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an effective Account Control Agreement.
 
“ Excluded Property ” means, collectively, (a) any Permit or license or any Contractual Obligation entered into by any Loan Party (i) that prohibits or requires the consent of any Person other than the Borrower and its Affiliates which has not been obtained as a condition to the creation by such Loan Party of a Lien on any right, title or interest in such Permit, license or Contractual Obligation or any Securities related thereto or (ii) to the extent that any Applicable Law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (i) and (ii), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Applicable Law, (b) Real Property owned by any Loan Party that is subject to a purchase money Lien or a Capital Lease permitted under the Term Loan Agreement if the Contractual Obligation pursuant to which such Lien is granted (or in the document providing for such Capital Lease) prohibits or requires the consent of any Person other than the Borrower and its Affiliates which has not been obtained as a condition to the creation of any other Lien on such Real Property or the equipment subject to such Capital Lease, (c) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed) and (d) (i) “Pledged Collateral” as such term is defined in the Amended and Restated Pledge Agreement dated as of February 28, 2013 between Access and the CDF1 Credit Agreement Collateral Agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time), (ii) “Pledged Collateral” as such term is defined in the Amended and Restated Pledge Agreement dated as of February 28, 2013 between Christie and the CDF1 Credit Agreement Collateral Agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time), (iii) “Pledged Collateral” as such term is defined in the Pledge Agreement dated as of October 18, 2011 between Access Phase 2 and Société Générale, New York Branch, in its capacity as collateral agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time), and (iv) “Pledged Collateral” as such term is defined in the Pledge Agreement dated as of October 18, 2011 between CDF2 Holdings and
 

 
2
 

Société Générale, New York Branch, in its capacity as collateral agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time); provided , however , (A) “ Excluded Property ” shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property), and (B) upon the obtaining of consent or the modification of Applicable Law with respect to assets described in clauses (a) and (b) above (and in the case of applications filed in the U.S. Patent and Trademark Office to register Trademarks on the basis of any Loan Party “intent to use” such Trademarks, the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use”), such assets shall cease to constitute Excluded Property hereunder and shall become Collateral for all purposes.
 
“ Fraudulent Transfer Laws ” has the meaning set forth in Section 2.2 hereof.
 
“ Guaranteed Obligations ” has the meaning set forth in Section 2.1 hereof.
 
“ Guarantor ” has the meaning set forth in the preamble to this Agreement.
 
“ Guaranty ” means the guaranty of the Guaranteed Obligations made by the Loan Parties as set forth in this Agreement.
 
“ Joinder Agreement ” has the meaning set forth in Section 8.6(a) .
 
“ Lease ” means any lease or other agreement, no matter how styled or structured, pursuant to which a Loan Party is entitled to the use or occupancy of any Real Property.
 
“ Leasehold ” means any Lease, leasehold estate or interest of a Loan Party in each of the properties at or upon which a Loan Party conducts business, offers any Inventory for sale, or maintains any of the Collateral, whether or not for retail sale, together with a Loan Party’s interest in any of the improvements and fixtures located upon or appurtenant to each such estate or interest, including, without limitation, any rights of a Loan Party to payment, proceeds or value of any kind or nature realized upon the sale, transfer or assignment of any such estate or interest, whether or not such sale, assignment or transfer occurs during any debtor relief proceeding.
 
“ Loan Party ” has the meaning set forth in the preamble to this Agreement.
 
“ Pledge Amendment ” has the meaning set forth in Section 8.6(b) .
 
“ Pledged Certificated Stock ” means all certificated Stock of any Person evidenced by a certificate, instrument or other similar document (as defined in the UCC), in each case owned by any Loan Party, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including all Securities listed on Schedule 3 ; provided , however , that Pledged Certificated Stock excludes any Excluded Property.
 
“ Pledged Collateral ” means, collectively, the Pledged Stock and the Pledged Debt Instruments.
 

 
3
 

“ Pledged Debt Instruments ” means all right, title and interest of any Loan Party in instruments evidencing any Indebtedness in excess of $10,000 owed to such Loan Party or other obligations owed to such Loan Party, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including all Indebtedness described on Schedule 3 , issued by the obligors named therein; provided , however , that the foregoing threshold amount of $10,000 shall not apply to (i) that certain Intercompany Note, dated as of the date hereof, made by Cinedigm Digital Australia Pty Ltd in favor of the Borrower and (ii) any instrument that evidences Indebtedness owed to any Loan Party by any other Loan Party or any Subsidiary of any Loan Party, and all such instruments shall constitute “Pledged Debt Instruments” for the purposes hereof; and provided , further , however , that Pledged Debt Instruments excludes any Excluded Property.
 
“ Pledged Investment Property ” means any investment property of any Loan Party, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, Pledged Stock or Pledged Debt Instruments; provided , however , that Pledged Investment Property excludes any Excluded Property.
 
“ Pledged Stock ” means all Pledged Certificated Stock and all Pledged Uncertificated Stock; provided , however , that Pledged Stock excludes any Excluded Property.
 
“ Pledged Uncertificated Stock ” means any Stock of any Person that is not Pledged Certificated Stock, including all right, title and interest of any Loan Party as a limited or general partner in any partnership not constituting Pledged Certificated Stock or as a member of any limited liability company, all right, title and interest of any Loan Party in, to and under any Constituent Document of any partnership or limited liability company to which it is a party, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including in each case those interests set forth on Schedule 3 , to the extent such interests are not certificated; provided , however , that Pledged Uncertificated Stock excludes any Excluded Property.
 
“ Prospect ” has the meaning set forth in the preamble to this Agreement.
 
“ Secured Obligations ” has the meaning set forth in Section 3.2 hereof.
 
“ Securities Act ” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect from time to time.
 
“ Software ” means (a) all computer programs, including source code and object code versions, (b) all data, databases and compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing.
 
“ Stock ” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, ordinary shares, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.
 

 
4
 

“ Term Loan Agreement ” has the meaning set forth in the recitals to this Agreement.
 
“ Triggering Event ” means the Borrower, at any time, elects not to make a voluntary prepayment with CDF1 Excess Cash Flow on any Payment Date on or after the Discharge of the CDF1 Credit Agreement Obligations.
 
“ UCC ” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in the State of New York from time to time.
 
“ Unasserted Contingent Obligations ” means contingent indemnification and reimbursement Obligations to the extent no claim giving rise thereto has been asserted.
 
“ Use ” means with respect to any Intellectual Property, all uses of such Intellectual Property by, for or in connection with any Loan Party or its business or for the direct or indirect benefit of such Loan Party or its business, including all such uses by such Loan Party itself, by any of the affiliates of such Loan Party, or by any franchisee, licensee or contractor of such Loan Party.
 
            Section  1.2                        Certain Other Terms .
 
(a)           The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.  References herein to an Annex, Schedule, Article, Section or clause refer to the appropriate Annex or Schedule to, or Article, Section or clause in this Agreement.  Where the context requires, provisions relating to any Collateral when used in relation to a Loan Party shall refer to such Loan Party’s right, title and interest in or to such Collateral or any relevant part thereof.
 
(b)            Other Interpretive Provisions .
 
        (i)            Defined Terms .  Unless otherwise specified herein or therein, all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto.
 
        (ii)            This Agreement .  The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
 
        (iii)            Certain Common Terms .  The term “including” is not limiting and means “including without limitation.”
 
        (iv)            Performance; Time .  Whenever any performance obligation hereunder (other than a payment obligation) shall be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day.  In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to
 

 
5
 

and including.”  If any provision of this Agreement refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and all means, direct or indirect, of taking, or not taking, such action.
 
        (v)            Contracts .  Unless otherwise expressly provided herein, references to agreements and other contractual instruments, including this Agreement and the other Loan Documents, shall be deemed to include all subsequent amendments, thereto, restatements and substitutions thereof and other supplements and modifications thereto and renewals and replacements thereof which are in effect from time to time, but only to the extent such amendments, restatements, substitutions, supplements, modifications, renewals and replacements are not prohibited by the terms of any Loan Document.
 
        (vi)            Laws .  References to any statute or regulation are to be construed as including all statutory and regulatory provisions related thereto or consolidating, amending, replacing, supplementing or interpreting the statute or regulation.
 
ARTICLE II
 
GUARANTY
 
            Section  2.1                        Guaranty .  To induce the Lenders to make the Term Loans to the Borrower and each other Secured Party to make credit available to or for the benefit of one or more Loan Parties, each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Loan Document, all the Obligations of the Borrower whether existing on the date hereof or hereinafter incurred or created (the “ Guaranteed Obligations ”).  This Guaranty by each Guarantor hereunder constitutes a guaranty of payment and not of collection.
 
            Section  2.2                        Limitation of Guaranty .  Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Guarantor, subject to avoidance under Applicable Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Applicable Law) (collectively, “ Fraudulent Transfer Laws ”).  Any analysis of the provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under this Guaranty.
 
            Section  2.3                        Contribution .  To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from the Term
 

 
6
 

Loans and other Obligations and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Guaranteed Obligations (excluding the amount thereof repaid by the Borrower that received the benefit of the funds advanced that constituted Guaranteed Obligations) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata , based on the respective net worth of such other Guarantors on such date.
 
            Section  2.4                        Authorization; Other Agreements .  The Secured Parties are hereby authorized, without notice to or demand upon any Guarantor and without discharging or otherwise affecting the obligations of any Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following:
 
(a)           (i) subject to compliance, if applicable, with Section 11.01 of the Term Loan Agreement, modify, amend, supplement or otherwise change, (ii) accelerate or otherwise change the time of payment or (iii) waive or otherwise consent to noncompliance with, any Guaranteed Obligation or any Loan Document;
 
(b)           apply to the Guaranteed Obligations any sums by whomever paid or however realized to any Guaranteed Obligation in such order as provided in the Loan Documents;
 
(c)           refund at any time any payment received by any Secured Party in respect of any Guaranteed Obligation;
 
(d)           (i) sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, surrender, affect, impair or otherwise alter any Collateral for any Guaranteed Obligation or any other guaranty therefor in any manner, (ii) receive, take and hold additional Collateral to secure any Guaranteed Obligation, (iii) add, release or substitute any one or more other Guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and (iv) otherwise deal in any manner with any Loan Party, maker or endorser of any Guaranteed Obligation or any part thereof; and
 
(e)           settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations.
 
            Section  2.5                        Guaranty Absolute and Unconditional .  Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):
 
(a)           the invalidity or unenforceability of any obligation of a Loan Party under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed
 

 
7
 

Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
 
(b)           the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from a Loan Party or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
 
(c)           the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
 
(d)           any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
 
(e)           any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any Applicable Law; or
 
(f)           any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any Guarantor or any other Subsidiary of the Borrower, in each case other than the payment in full of the Guaranteed Obligations.
 
            Section  2.6                        Waivers .  Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following:  (a) any demand for payment or performance and protest and notice of protest; (b) any notice of acceptance; (c) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Borrower or any Guarantor.  Each Guarantor further unconditionally and irrevocably agrees, until the indefeasible payment in full of the Guaranteed Obligations, not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the Borrower or any Guarantor by reason of any Loan Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against any other Loan Party or set off any of its obligations to such other Loan Party against obligations of such Loan Party to such Guarantor; provided , that if any amounts are paid to any Loan Party in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent for the benefit of the Secured Parties to reduce the amount of the Guaranteed Obligations in accordance with the terms of the Term Loan Agreement, whether matured or
 

 
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unmatured.  No obligation of any Guarantor hereunder shall be discharged other than by complete performance.
 
            Section  2.7                        Reliance .  Each Loan Party hereby assumes responsibility for keeping itself informed of the financial condition of the Borrower, each other Loan Party and any other guarantor, maker or endorser of any Guaranteed Obligation or any part thereof, and of all other circumstances bearing upon the risk of nonpayment of any Guaranteed Obligation or any part thereof that diligent inquiry would reveal, and each Loan Party hereby agrees that no Secured Party shall have any duty to advise any Loan Party of information known to it regarding such condition or any such circumstances.  In the event any Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Loan Party, such Secured Party shall be under no obligation to (a) undertake any investigation not a part of its regular business routine, (b) disclose any information that such Secured Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) make any future disclosures of such information or any other information to any Loan Party.
 
            Section  2.8                        Subordination .  Each Loan Party hereby subordinates the payment of all obligations and Indebtedness of any other Loan Party owing to such Loan Party, whether now existing or hereafter arising, including but not limited to any obligation of any other Loan Party to such Loan Party as subrogee of the Collateral Agent or any other Secured Party or resulting from a Guarantor’s performance under this Guaranty, to the indefeasible payment in full in cash of all Guaranteed Obligations.  If the Collateral Agent so requests during the continuance of an Event of Default, any such obligation or Indebtedness of any Loan Party to any other Loan Party shall be enforced and performance received by the applicable Loan Party as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Collateral Agent for the benefit of the Secured Parties on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of such Loan Party under this Agreement.
 
            Section  2.9                        Funds Transfers .  If any Guarantor shall engage in any transaction as a result of which the Borrower is required to make a mandatory prepayment with respect to the Guaranteed Obligations under the terms of the Term Loan Agreement, such Guarantor shall distribute to, or make a contribution to the capital of, the Borrower an amount equal to the mandatory prepayment required under the terms of the Term Loan Agreement.
 
ARTICLE III
 
GRANT OF SECURITY INTEREST
 
            Section  3.1                        Collateral .  For the purposes of this Agreement, all of the assets and real and personal property of each Loan Party, tangible and intangible, wherever located, now owned or at any time hereafter acquired by a Loan Party or in which a Loan Party now has, or at any time in the future may acquire, any right, title or interest, including, without limitation, the following, is collectively referred to as the “ Collateral ”:
 
(a)           All accounts;
 

 
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(b)          all chattel paper (whether tangible or intangible);
 
(c)          all documents (including, if applicable, electronic documents);
 
(d)          all general intangibles (including, without limitation, any payment intangibles, Software and Intellectual Property);
 
(e)          all goods (including, without limitation, inventory, equipment, furniture and fixtures);
 
(f)           all instruments (including, without limitation, promissory notes);
 
(g)          all investment property, Securities and Pledged Collateral;
 
(h)          all deposit accounts, securities accounts and all deposits therein;
 
(i)           all money, cash or cash equivalents;
 
(j)           all credit balances, deposits and other property now or hereafter held or received by or in transit to the Collateral Agent, any Lender or any of their respective affiliates or at any other depositary or other institution from or for the account of any Loan Party, whether for safekeeping, pledge, custody, transmission, collection or otherwise;
 
(k)          all supporting obligations and letter of credit rights (whether or not any such letter of credit is in writing) of any Loan Party;
 
(l)           all commercial tort claims, including, without limitation, the commercial tort claims described on Schedule 1 and on any supplement thereto received by the Collateral Agent pursuant to Section 5.8 ;
 
(m)         all proceeds of Leases and Leaseholds and owned Real Property;
 
(n)          to the extent not otherwise described above, all receivables and all present and future claims, rights, interests, assets and properties recovered by or on behalf of any Loan Party;
 
(o)          all books, records and information relating to any of the foregoing and/or to the operation of any Loan Party’s business, and all rights of access to such books, records and information, and all property in which such books, records and information are stored, recorded and maintained; and
 
(p)          to the extent not otherwise included, all proceeds, tort claims, insurance claims, contract rights, rights to the payment of money, and other rights to payment not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing;
 
provided , however , that (i) the “Collateral” shall not include any Excluded Property, and (ii) to the extent a Loan Party is a Foreign Subsidiary that is, or any Foreign Subsidiary of any Loan
 

 
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Party is, a “controlled foreign corporation” within the meaning of Section 957(a) of the Code, “Collateral” in respect of each such Foreign Subsidiary constituting Securities shall only include 66% of the issued and outstanding Voting Stock and 100% of the outstanding non-voting Securities of such Foreign Subsidiary.
 
            Section  3.2                        Grant of Security Interest in Collateral .  Each Loan Party, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations and the Guaranteed Obligations of such Loan Party (the “ Secured Obligations ”), hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of itself and the other Secured Parties, and grants to the Collateral Agent, for the benefit of itself and the other Secured Parties, a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Loan Party; provided , however , that notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; and provided , further , that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be automatically deemed granted therein.  Each Loan Party hereby represents and warrants that the Excluded Property, when taken as a whole, is not material to the business operations or financial condition of the Loan Parties, taken as a whole.
 
            Section  3.3                        Collateral Held by Secured Party .  Any Collateral held by, possessed by or in the control of any Secured Party shall be held by, possessed by or controlled by such Secured Party for the ratable benefit of itself and each other Secured Party.  Subject to the terms and conditions of the Term Loan Agreement and this Agreement, the Collateral Agent shall be entitled to enforce the rights and remedies of a secured creditor for the benefit of itself and the other Secured Parties upon the occurrence and during the continuance of an Event of Default.
 
ARTICLE IV
 
REPRESENTATIONS AND WARRANTIES
 
To induce the Lenders, the Administrative Agent and the Collateral Agent to enter into the Loan Documents, each Loan Party hereby represents and warrants each of the following to the Collateral Agent, the Lenders and the other Secured Parties:
 
            Section  4.1                        Title; No Other Liens .  Except for the Lien granted to the Collateral Agent pursuant to this Agreement and other Permitted Liens, such Loan Party owns its right, title and interest in and to each item of the Collateral free and clear of any and all Liens or claims of others.  Such Loan Party (a) is the record and beneficial owner of the Collateral pledged by it hereunder constituting instruments or certificates and (b) has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any other Lien other than Permitted Liens.
 
            Section  4.2                        Valid Security Interest; Perfection and Priority .  This Agreement creates a valid security interest in the Collateral, to the extent a security interest therein can be created under the UCC, securing the payment of the Secured Obligations.  Except to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the UCC, all filings and other actions necessary to perfect and protect such security interest have
 

 
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been duly taken or will have been taken upon the filing of financing statements listing each applicable Loan Party, as a debtor, and the Collateral Agent, as secured party, in the jurisdictions listed next to such Loan Party’s name on Schedule 2 (as such Schedule may be updated from time to time on prior written notice to the Collateral Agent to reflect changes resulting from transactions permitted under the Loan Documents).  Upon the making of such filings, the Collateral Agent shall have a first priority perfected security interest, subject only to Permitted Liens having priority over Collateral Agent’s Lien by operation of law and expressly permitted under the Term Loan Agreement, in the Collateral to the extent such security interest can be perfected by the filing of a financing statement.  All action by any Loan Party necessary to protect and perfect such security interest on each item of Collateral has been duly taken.
 
            Section  4.3                        Pledged Collateral .  (a)  The Pledged Stock pledged by such Loan Party hereunder (i) is listed on Schedule 3 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3 , (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms; provided , however , that to the extent any such issuer or obligor is not an Affiliate of such Loan Party, the representations and warranties made in this Section 4.3(a) are made to the knowledge of such Loan Party.
 
(b)           As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Collateral Agent in accordance with Section 5.2(a) .
 
(c)           In case any Loan Party shall acquire after the Closing Date (x) any Securities of any Person constituting Pledged Stock hereunder or (y) any interest in any instruments evidencing any Indebtedness or other obligation owed to such Loan Party constituting a Pledged Debt Instrument hereunder, in each case, not listed on Schedule 3 hereto, such Pledged Stock and Pledged Debt Instruments shall, notwithstanding the Pledged Collateral reflected on Schedule 3 , be subject to the pledge, assignment and security interest granted to the Collateral Agent under this Agreement and such Loan Party shall promptly, and in any event no later than ten (10) days after the date such Pledged Collateral was so acquired (i) deliver to the Collateral Agent forthwith (A) a Pledge Amendment pursuant to Section 8.6(b) hereof reflecting such newly acquired Pledged Collateral, and (B) any certificates and instruments evidencing such Pledged Collateral, accompanied by transfer powers or other appropriate instruments of assignment duly executed by such Loan Party in blank, and (ii) take or cause to be taken such actions, execute and/or deliver or cause to be executed and/or delivered such documents as the Collateral Agent may reasonably request pursuant to Section 7.11 of the Term Loan Agreement.
 
(d)           Upon the occurrence and during the continuance of an Event of Default, and subject to the terms and conditions set forth in the Term Loan Agreement, the Collateral Agent shall be entitled to exercise all of the rights of the Loan Party granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Loan Party and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of
 

 
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such Loan Party, such Loan Party shall, by operation of law, cease to be a holder of such Pledged Stock.
 
            Section  4.4                        Instruments and Tangible Chattel Paper Formerly Accounts .  No amount payable to such Loan Party under or in connection with any account is evidenced by any instrument or tangible chattel paper that has not been delivered to the Collateral Agent, properly endorsed for transfer, to the extent delivery is required by Section 5.5(a) .
 
            Section  4.5                        Intellectual Property .  All Intellectual Property owned by each Loan Party is set forth on Schedule 4 and is valid, in full force and effect, subsisting, unexpired and enforceable, and no Intellectual Property has been abandoned.  No breach or default of any IP License shall be caused by any of the following, and none of the following shall limit or impair the ownership, use, validity or enforceability of, or any rights of such Loan Party in, any Intellectual Property: (a) the consummation of the transactions contemplated by any Loan Document or (b) any holding, decision, judgment or order rendered by any Governmental Authority which exists as of the date hereof.  To each Loan Party’s knowledge, no Person has (i) contested any right, title or interest of any Loan Party or any Subsidiary of any Loan Party in, or relating to, any Intellectual Property of such Loan Party, or (ii) made any claim that the use of any Intellectual Property does or may violate the rights of any third Person.  To each Loan Party’s knowledge, no Person has been or is infringing, misappropriating, diluting, violating or otherwise impairing any Intellectual Property of such Loan Party, and no settlement or consents, covenants not to sue, nonassertion assurances, or releases have been or will be entered into by any Loan Party or to which such Loan Party is bound that adversely affect such Loan Party’s rights to own or use the Intellectual Property.  Each Loan Party, and to the best of such Loan Party’s knowledge each other party thereto, is not in material breach or default of any IP License.  There is no litigation or proceeding pending or, to the best of each Loan Party’s knowledge, threatened, concerning the validity or enforceability of such Loan Party’s right to register, own or use the Intellectual Property, and each Loan Party has performed all acts and paid all renewal, maintenance and other fees and taxes required to maintain the Intellectual Property in full force and effect.
 
            Section  4.6                        Commercial Tort Claims .  The only commercial tort claims which any Loan Party has asserted against a third-party before a Governmental Authority or a third-party arbitrator (other than commercial tort claims where such Loan Party is a plaintiff as part of a class action lawsuit (not initiated by such Loan Party) where the amount of such claim and judgment amount to be realized to such Loan Party from such claim does not exceed and could not reasonably be expected to exceed $10,000 individually for any single commercial tort claim) are those listed on Schedule 1 , which sets forth such information separately for each Loan Party.
 
            Section  4.7                        Specific Collateral .  None of the Collateral is, or is proceeds or products of, farm products, as-extracted collateral, health care insurance receivables or timber to be cut.
 
            Section  4.8                        Enforcement .  No Permit, notice to or filing with any Governmental Authority or any other Person or any consent from any Person is required for the exercise by the Collateral Agent of its rights (including voting rights) provided for in this Agreement or the enforcement of remedies in respect of the Collateral pursuant to this Agreement, including the transfer of any Collateral, except as may be required in connection with the disposition of any
 

 
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portion of the Pledged Collateral by laws affecting the offering and sale of securities generally or any approvals that may be required to be obtained from any bailees or landlords to collect the Collateral or such non-waivable UCC consents of the Loan Parties.
 
            Section  4.9                        Representations and Warranties of the Term Loan Agreement .  The representations and warranties as to such Loan Party and its Subsidiaries made in Article VI of the Term Loan Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties which are already qualified or modified by materiality in the text thereof).
 
ARTICLE V
 
COVENANTS
 
Each Loan Party agrees with the Collateral Agent to the following, as long as any Obligation or Commitment remains outstanding (other than Unasserted Contingent Obligations):
 
            Section  5.1                        Maintenance of Perfected Security Interest; Further Documentation and Consents .  (a)   Generally .  Such Loan Party shall not (i) use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Applicable Law in any material respect or any policy of insurance covering the Collateral and (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Loan Party or the Collateral Agent to sell, assign, convey or transfer any Collateral.
 
(b)           Such Loan Party shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons.
 
(c)           At any time and from time to time, upon the request of the Collateral Agent, such Loan Party shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) take all other actions necessary or reasonably advisable to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Collateral Agent) (ii) promptly and duly execute and deliver, and have recorded or filed, as applicable, such further documents, including an authorization to file (or, as applicable, the filing of) any financing statement or amendment under the UCC (or other filings under similar Applicable Law) in effect in any jurisdiction with respect to the security interest created hereby, (iii) take such further action as the Collateral Agent may reasonably request, including (A) using its reasonable commercial efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation, including any IP License, held by such Loan Party and to enforce the security interests granted hereunder and (B) executing and delivering any Account Control Agreements with respect to deposit accounts and securities accounts, and (iv) deliver to the Administrative Agent legal opinions relating to the matters
 

 
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described in this Section 5.1(c) , which opinions shall be as reasonably required by, and in form and substance and from counsel reasonably satisfactory to, the Administrative Agent.
 
(d)           To ensure that a Lien and security interest is granted on any of the Excluded Property set forth in clause (a)(ii) of the definition of “Excluded Property”, upon the request of the Collateral Agent, such Loan Party shall use its reasonable commercial efforts to obtain any required consents from any Person (other than the Borrower and its Affiliates) with respect to any Permit or license or any Contractual Obligation with such Person entered into by such Loan Party that requires such consent as a condition to the creation by such Loan Party of a Lien on any right, title or interest in such Permit, license or Contractual Obligation or any Securities related thereto.
 
            Section  5.2                        Pledged Collateral .  (a)   Delivery of Pledged Collateral .  Such Loan Party shall (i) deliver to the Collateral Agent, in suitable form for transfer and in form and substance reasonably satisfactory to the Collateral Agent, (A) all Pledged Certificated Stock, (B) all Pledged Debt Instruments, and (C) all certificates and instruments evidencing Pledged Investment Property and (ii) maintain all other Pledged Investment Property in a Control Account.
 
(b)            Event of Default .  During the continuance of an Event of Default, and subject to the terms and conditions of the Term Loan Agreement, Collateral Agent shall have the right, at any time in its discretion and without notice to any Guarantor, to exercise remedies permitted under the Term Loan Agreement, this Agreement and in any other instrument or agreement securing, evidencing or relating to any Secured Obligations.
 
(c)            Cash Distributions with respect to Pledged Collateral .  Except as provided in Article VI and subject to the limitations set forth in the Term Loan Agreement, such Loan Party shall be entitled to receive all cash distributions paid in respect of the Pledged Collateral.
 
(d)            Voting Rights .  Except as provided in Article VI , such Loan Party shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided , however , that no vote shall be cast, consent given or right exercised or other action taken by such Loan Party that would impair the Collateral or be inconsistent with or result in any violation of any provision of any Loan Document.
 
            Section  5.3                        Accounts .  Such Loan Party shall not, without the prior written consent of the Collateral Agent (not to be unreasonably withheld), other than in the ordinary course of business, (a) grant any extension of the time of payment of any account, (b) compromise or settle any account for less than the full amount thereof, (c) release, wholly or partially, any Person liable for the payment of any account, (d) allow any credit or discount on any account or (e) amend, supplement or modify any account in any manner that could adversely affect the value thereof.
 
            Section  5.4                        Commodity Contracts .  Such Loan Party shall not have any commodity contract unless subject to an Account Control Agreement.
 

 
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            Section  5.5                        Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights; Electronic Chattel Paper; Evidence of Intercompany Indebtedness .  (a)  If any Loan Party now or at any time hereafter, holds or acquires an interest in any instrument or tangible chattel paper other than any instrument delivered in accordance with Section 5.2(a) and in the possession of the Collateral Agent, such Loan Party shall, at the request of the Collateral Agent, immediately deliver such instrument or tangible chattel paper to the Collateral Agent, duly indorsed in a manner reasonably satisfactory to the Collateral Agent; provided , however , that this Section 5.5(a) shall not apply to any instrument or tangible chattel paper that is not in excess of $10,000 ( provided , further , however , to the extent that any such instrument or tangible chattel paper is owed to any Loan Party by any other Loan Party or any Subsidiary of any Loan Party, the foregoing threshold amount of $10,000 shall not apply).
 
(b)           No Loan Party shall grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any investment property to any Person other than the Collateral Agent.  Notwithstanding the foregoing, it shall not be a violation of this Section 5.5(b) if such control occurs as a matter of law and not as an affirmative act of a Loan Party.
 
(c)           If any Loan Party is or becomes the beneficiary of a letter of credit that is not a supporting obligation of any Collateral, then such Loan Party shall promptly, and in any event within five (5) Business Days after becoming a beneficiary, notify the Collateral Agent thereof and enter into a Contractual Obligation with the Collateral Agent, the issuer of such letter of credit or any nominated Person with respect to the letter-of-credit rights under such letter of credit; provided , however , that the Loan Parties shall not be obligated to enter into such a Contractual Obligation with respect to (1) letters of credit issued by a domestic issuer in an aggregate amount not to exceed $10,000 for all such domestic letters of credit with respect to which a Contractual Obligation was not entered into under this Section 5.5(c) , and (2) letters of credit issued by a non-U.S. issuer in an aggregate amount not to exceed $10,000 for all such non-U.S. letters of credit with respect to which a Contractual Obligation was not entered into under this Section 5.5(c) .  Such Contractual Obligation shall assign such letter-of-credit rights to the Collateral Agent (for the benefit of the Secured Parties) and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC).  Such Contractual Obligation shall also direct all payments thereunder to a Cash Collateral Account.  The provisions of the Contractual Obligation shall be in form and substance reasonably satisfactory to the Collateral Agent.
 
(d)           If any Loan Party now or at any time hereafter, holds or acquires an interest in any electronic chattel paper, such Loan Party shall take all steps necessary to grant the Collateral Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act; provided , however , that this Section 5.5(d) shall not apply to any electronic chattel paper that is not in excess of $10,000 ( provided , further , however , to the extent that any such electronic chattel paper is owed to any Loan Party by any other Loan Party or any Subsidiary of any Loan Party, the foregoing threshold amount of $10,000 shall not apply).
 

 
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(e)           Each Loan Party agrees that all Indebtedness in excess of $10,000 that is owing by any Loan Party or Subsidiary of any Loan Party to any other Loan Party shall be evidenced by one or more promissory notes.
 
            Section  5.6                        Intellectual Property .  (a)  Within fifteen (15) days after any Loan Party acquires Intellectual Property, such Loan Party shall provide the Collateral Agent notification thereof and a supplement to Schedule 4 detailing such Intellectual Property and the short-form intellectual property agreements and assignments as described in this Section 5.6 and any other documents that the Collateral Agent reasonably requests with respect thereto.  Any supplement to Schedule 4 delivered pursuant to this Section 5.6 shall, after the receipt thereof by the Collateral Agent, become part of Schedule 4 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.
 
(b)           Each Loan Party shall (and shall use commercially reasonable efforts to cause all its licensees to) (i) (1) continue to use each Trademark included in the Intellectual Property that is necessary in the conduct of such Loan Party’s business in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (2) maintain at least the same standards of quality of products and services offered under such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of registration and all other notices and legends required by Applicable Law, (4) preserve and maintain all rights in such Trademark, including the filing of appropriate renewal applications and other instruments to maintain in effect such Trademarks and the payment when due of all registration renewal fees and other fees, taxes and other expenses that shall be incurred or that shall accrue with respect to any such Trademark, in each case, in a commercially reasonable manner consistent with such Loan Party’s past business practices, and (5) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent (for the ratable benefit of the Secured Parties) shall obtain a perfected security interest in such other Trademark pursuant to this Agreement, and (ii) not do any act or omit to do any act whereby (w) such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (x) any Patent included in the Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, (y) any portion of the Copyrights included in the Intellectual Property may become invalidated, otherwise impaired or fall into the public domain or (z) any Trade Secret that is Intellectual Property may become publicly available or otherwise unprotectable.
 
(c)           In general, each Loan Party shall take any and all such actions (including but not limited to institution and maintenance of suits, proceedings or actions) as may be necessary or appropriate to properly maintain, protect, preserve, care for and enforce all Intellectual Property in a commercially reasonable manner consistent with such Loan Party’s past business practices.  Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, the Collateral Agent shall have the right to notify, or require any Loan Party to notify, any obligors with respect to any amounts due or to become due to such Loan Party in respect of any Intellectual Property or any portion thereof or of the existence of the security interest created hereby.  Subject to this Section 5.6 , no Loan Party shall take or fail to take any action, nor permit any action to be taken or not taken by others under its control, that would
 

 
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adversely affect the validity, grant or enforcement of the Intellectual Property that is necessary in the conduct of such Loan Party’s business.
 
(d)           Each Loan Party shall (i) notify the Collateral Agent promptly if it knows, or has reason to know, that any application or registration relating to any Intellectual Property that is necessary in the conduct of such Loan Party’s business may become forfeited, misused, unenforceable, abandoned or dedicated to the public, or of any adverse determination or development regarding the validity or enforceability or such Loan Party’s ownership of, interest in, right to use, register, own or maintain such Intellectual Property (including the institution of, or any such determination or development in, any proceeding relating to the foregoing in any Applicable IP Office), and (ii) shall take all actions that are necessary or reasonably requested by the Collateral Agent to maintain and pursue each application (and to obtain the relevant registration or recordation) and to maintain each registration and recordation included in the Intellectual Property that is necessary in the conduct of such Loan Party’s business.
 
(e)           Each Loan Party shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with the Intellectual Property that is necessary in the conduct of such Loan Party’s business.  Each Loan Party shall hold each of the Collateral Agent and the other Secured Parties harmless from any and all costs, damages, liabilities and expenses that may be incurred by the Collateral Agent or any other Secured Party in connection with the such Person’s interest in the Intellectual Property or any other action or failure to act in connection with such Intellectual Property or the transactions contemplated hereby, except to the extent incurred as a result of the Collateral Agent’s or any other Secured Party’s own gross negligence or willful misconduct.
 
(f)           In the event that any Intellectual Property of any Loan Party that is necessary in the conduct of such Loan Party’s business is or has been infringed, misappropriated, violated, diluted or otherwise impaired by a third party, such Loan Party shall take such action as it reasonably deems appropriate under the circumstances in response thereto, including promptly bringing suit and recovering all damages therefor.
 
(g)           Each Loan Party shall execute and deliver to the Collateral Agent (for the ratable benefit of the Secured Parties) in form and substance reasonably acceptable to the Collateral Agent and suitable for (i) filing in the Applicable IP Office the short-form intellectual property security agreements in the form attached hereto as Annex 3 for all Copyrights, Trademarks, Patents and IP Licenses of such Loan Party and (ii) recording with the appropriate Internet domain name registrar, a duly executed form of assignment for all Internet Domain Names of such Loan Party (together with appropriate supporting documentation as may be requested by the Collateral Agent).
 
            Section  5.7                        Notices .  Such Loan Party shall promptly notify the Collateral Agent in writing of its acquisition of any interest hereafter in property that is of a type where a Lien must be or may be registered, recorded or filed under, or notice thereof given under, any federal statute or regulation.
 
            Section  5.8                        Notice of Commercial Tort Claims .  Such Loan Party agrees that, if it shall acquire any interest in any commercial tort claim in excess of $10,000 asserted against a
 

 
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third-party before a Governmental Authority or a third-party arbitrator (other than commercial tort claims where such Loan Party is a plaintiff as part of a class action lawsuit (not initiated by such Loan Party) then (i) such Loan Party shall, immediately upon such acquisition, deliver to the Collateral Agent, in each case in form and substance satisfactory to the Collateral Agent, a notice of the existence and nature of such commercial tort claim and a supplement to Schedule 1 containing a specific description of such commercial tort claim, (ii) Section 3.1 shall apply to such commercial tort claim and (iii) such Loan Party shall execute and deliver to the Collateral Agent, in each case in form and substance satisfactory to the Collateral Agent, any document, and take all other action, deemed by the Collateral Agent to be necessary or reasonably appropriate for the Collateral Agent to obtain, for the ratable benefit of the Secured Parties, a perfected security interest having at least the priority set forth in Section 4.2 in all such commercial tort claims.  Any supplement to Schedule 1 delivered pursuant to this Section 5.8 shall, after the receipt thereof by the Collateral Agent, become part of Schedule 1 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.
 
            Section  5.9                        Controlled Securities Accounts .  Each Loan Party shall deposit all of its Cash Equivalents in securities accounts that are Controlled Securities Accounts.
 
            Section  5.10                        Fixed Assets .  No Loan Party shall move or cause the moving of any furniture, fixtures or equipment of any Loan Party from the location of such furniture, fixtures or equipment as of the Closing Date to any other location except to any location operated by a Loan Party on a going-forward basis, which move shall be for the sole purpose of continuing operations at such location.
 
            Section  5.11                        Deposit Accounts .  Subject to the exceptions set forth in Section 7.13 of the Term Loan Agreement, for each deposit account that any Loan Party, now or at any time hereafter, opens or maintains, such Loan Party shall, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (a) cause the depositary bank to agree to comply without further consent of any Loan Party, at any time with instructions from the Collateral Agent to such depositary bank directing the disposition of funds from time to time credited to such deposit account, or (b) arrange for the Collateral Agent to become the customer of the depositary bank with respect to the deposit account, with such Loan Party being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such deposit account.
 
            Section  5.12                        Mortgages .  Each Loan Party shall:
 
(a)           upon request of the Collateral Agent, deliver to the Collateral Agent a Mortgage on any Real Property owned by any Loan Party and on any of its leases, together with all Mortgage Supporting Documents relating thereto (or, if such real property or the real property subject to such lease is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Collateral Agent to obtain the equivalent in such jurisdiction of a first-priority mortgage on such real property or lease); and
 

 
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(b)           deliver to the Administrative Agent legal opinions relating to the matters described in this Section 5.12 , which opinions shall be as reasonably required by, and in form and substance and from counsel reasonably satisfactory to, the Administrative Agent.
 
            Section  5.13                        Taxes .  Each Loan Party shall pay all taxes, assessments and charges levied, assessed or imposed upon the Collateral before the same become delinquent or in default except as expressly provided for in the Term Loan Agreement.
 
            Section  5.14                        Power of Attorney .  Upon the occurrence of a Triggering Event, the Borrower shall immediately cause CDF1 to execute the Limited Power of Attorney attached hereto as Annex 4 and deliver such executed Limited Power of Attorney to the Collateral Agent.
 
ARTICLE VI
 
REMEDIAL PROVISIONS
 
            Section  6.1                        Code and Other Remedies .  (a)   UCC Remedies .  During the continuance of an Event of Default, and subject to the terms of the Term Loan Agreement, the Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any Secured Obligations, all rights and remedies of a secured party under the UCC or any other Applicable Law and as set forth in the Term Loan Agreement.
 
(b)            Disposition of Collateral .  Without limiting the generality of the foregoing, the Collateral Agent may, subject to the terms set forth in the Term Loan Agreement, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Loan Party or any other Person notice or opportunity for a hearing on any Secured Party’s claim or action, (ii) collect, receive, appropriate and realize upon any Collateral and (iii) sell, assign, convey, transfer, grant option or options to purchase and deliver any Collateral (or enter into Contractual Obligations to do any of the foregoing), in one or more parcels at a public or private sale or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk.  The Collateral Agent (for the ratable benefit of the Secured Parties) shall have the right, upon any such public sale or sales and, to the extent permitted by the UCC and other Applicable Law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Loan Party, which right or equity is hereby waived and released.
 
(c)            Management of the Collateral .  Each Loan Party further agrees, that, during the continuance of any Event of Default, subject to the terms set forth in the Term Loan Agreement, (i) at the Collateral Agent’s request, it shall assemble the Collateral and make it
 

 
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available to the Collateral Agent at places that the Collateral Agent shall reasonably select, whether at such Loan Party’s premises or elsewhere, (ii) without limiting the foregoing, the Collateral Agent shall also have the right to require that each Loan Party store and keep any Collateral pending further action by the Collateral Agent and, while any such Collateral is so stored or kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain such Collateral in good condition, (iii) until the Collateral Agent is able to sell, assign, convey or transfer any Collateral, the Collateral Agent shall have the right to hold or use such Collateral to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent and (iv) the Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment.  The Collateral Agent shall not have any obligation to any Loan Party to maintain or preserve the rights of any Loan Party as against third parties with respect to any Collateral while such Collateral is in the possession of the Collateral Agent.
 
(d)            Application of Proceeds .  The Collateral Agent shall apply the cash proceeds of any action taken by it pursuant to this Section 6.1 , after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Collateral Agent or any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, in accordance with the priority of payments set forth in the Term Loan Agreement, and only after such application and after the payment by the Collateral Agent of any other amount required by any Applicable Law, need the Collateral Agent account for the surplus, if any, to any Loan Party.
 
(e)            Direct Obligation .  Neither the Collateral Agent nor any other Secured Party shall be required to make any demand upon, or pursue or exhaust any right or remedy against, the Borrower, any Loan Party or any other Person with respect to the payment of the Obligations or to pursue or exhaust any right or remedy with respect to any Collateral therefor or any direct or indirect guaranty thereof.  All of the rights and remedies of the Collateral Agent and any other Secured Party under any Loan Document shall be cumulative, may be exercised individually or concurrently and not exclusive of any other rights or remedies provided by any Applicable Law.  To the extent it may lawfully do so, each Loan Party absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Collateral Agent or any other Secured Party, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety, now or hereafter existing, arising out of the exercise by them of any rights hereunder.  If any notice of a proposed sale or other disposition of any Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.
 
(f)            Commercially Reasonable .  To the extent that Applicable Law imposes any duty on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Loan Party acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following:
 

 
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     (i)           fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition;
 
     (ii)          fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Applicable Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral;
 
     (iii)         fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral;
 
     (iv)         advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Loan Party, for expressions of interest in acquiring any such Collateral;
 
     (v)          exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral;
 
     (vi)         dispose of assets in wholesale rather than retail markets;
 
     (vii)        disclaim disposition warranties, such as title, possession or quiet enjoyment; or
 
     (viii)       purchase insurance or credit enhancements to insure the Collateral Agent and the other Secured Parties against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent (for the ratable benefit of the Secured Parties) a guaranteed return from the collection or disposition of any Collateral.
 
Each Loan Party acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1 .  Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Loan Party or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by Applicable Law in the absence of this Section 6.1 .
 

 
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(g)            License .  For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Section 6.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral) at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Loan Party hereby grants to the Collateral Agent, for the benefit of the Secured Parties, to the extent such Loan Party is lawfully permitted to do so without violating any Contractual Obligations (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Loan Party), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such Loan Party and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof (subject only to the rights of any third party non-Affiliate licensor of such Intellectual Property) and (ii) an irrevocable license (without payment of rent or other compensation to such Loan Party) to use, operate and occupy any and all Real Property, including without limitation all Real Property owned, operated, leased, subleased or otherwise occupied by such Loan Party.
 
            Section  6.2                        Accounts and Payments in Respect of General Intangibles .  (a)  In addition to, and not in substitution for, any similar requirement in the Term Loan Agreement, if required by the Collateral Agent at any time during the continuance of an Event of Default, any payment of accounts or payment in respect of general intangibles, when collected by any Loan Party, shall be promptly (and, in any event, within two (2) Business Days) deposited by such Loan Party in the exact form received, duly indorsed by such Loan Party to the Collateral Agent, in a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 6.4 .  Until so turned over, such payment shall be held by such Loan Party in trust for the Collateral Agent (for the ratable benefit of the Secured Parties), segregated from other funds of such Loan Party.  Each such deposit of proceeds of accounts and payments in respect of general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.  At any time during the continuance of an Event of Default:
 
     (i)           each Loan Party shall, upon the Collateral Agent’s request, deliver to the Collateral Agent copies of all documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any account or any payment in respect of general intangibles, including all orders, invoices and shipping receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Collateral Agent (for the ratable benefit of the Secured Parties) and that payments in respect thereof shall be made directly to the Collateral Agent (for the ratable benefit of the Secured Parties);
 
     (ii)           The Collateral Agent may, if permitted under the terms of the Term Loan Agreement, at any time during the continuance of an Event of Default, limit or terminate the authority of a Loan Party to collect its accounts or amounts due under general intangibles or any thereof and, in its own name or in the name of others, communicate with account debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any account or amounts due under any general intangible.  In addition, the Collateral Agent may at any time enforce such Loan Party’s rights against such account debtors and obligors of general intangibles; and
 

 
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     (iii)           each Loan Party shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Agent to ensure any Internet Domain Name is registered.
 
(b)           Anything herein to the contrary notwithstanding, each Loan Party shall remain liable under each account and each payment in respect of general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto.  No Secured Party shall have any obligation or liability under any agreement giving rise to an account or a payment in respect of a general intangible by reason of or arising out of any Loan Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Loan Party under or pursuant to any agreement giving rise to an account or a payment in respect of a general intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
 
            Section  6.3                        Pledged Collateral .
 
(a)            Voting Rights .  During the continuance of an Event of Default, immediately upon notice by the Collateral Agent to the relevant Loan Party or Loan Parties, the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided , however , that no Agent shall have any duty to any Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
 
(b)            Proxies .  In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Loan Party shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Loan Party hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings),
 

 
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which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default, and which proxy shall only terminate upon the payment in full of the Secured Obligations (other than Unasserted Contingent Obligations).
 
(c)            Authorization of Issuers .  Each Loan Party hereby expressly and irrevocably authorizes and instructs, without any further instructions from such Loan Party, each issuer of any Pledged Collateral pledged hereunder by such Loan Party to (i) comply with any instruction received by it from the Collateral Agent in writing that states that an Event of Default is continuing and is otherwise in accordance with the terms of this Agreement and each Loan Party agrees that such issuer shall be fully protected from Liabilities to such Loan Party in so complying and (ii) unless otherwise expressly permitted hereby or by the Term Loan Agreement, pay any dividend or make any other payment with respect to the Pledged Collateral directly to the Collateral Agent (for the ratable benefit of the Secured Parties).
 
            Section  6.4                        Proceeds to be Turned over to and Held by the Collateral Agent .  Unless otherwise expressly provided in the Term Loan Agreement or this Agreement, except as otherwise expressly permitted by the Term Loan Agreement, all proceeds of any Collateral received by any Loan Party hereunder in cash or Cash Equivalents shall be held by such Loan Party in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Loan Party, and shall, promptly upon receipt by any Loan Party, be turned over to the Collateral Agent in the exact form received (with any necessary endorsement).  All such proceeds of Collateral and any other proceeds of any Collateral received by the Collateral Agent in cash or Cash Equivalents shall be held by the Collateral Agent in a Cash Collateral Account.  All proceeds being held by the Collateral Agent in a Cash Collateral Account (or by such Loan Party in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in the Term Loan Agreement.
 
            Section  6.5                        Sale of Pledged Collateral .
 
(a)           Each Loan Party recognizes that the Collateral Agent may be unable to effect a public sale of any Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state or foreign securities laws or otherwise or may determine that a public sale is impracticable, not desirable or not commercially reasonable and, accordingly, may, subject to the terms set forth in the Term Loan Agreement, resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof.  Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner.  The Collateral Agent shall be under no obligation to delay a sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act or under applicable state securities laws even if such issuer would agree to do so.
 

 
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(b)           Each Loan Party agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of any portion of the Pledged Collateral pursuant to Section 6.1 and this Section 6.5 valid and binding and in compliance with all Applicable Law.  Each Loan Party further agrees that a breach of any covenant contained herein will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained herein shall be specifically enforceable against such Loan Party, and such Loan Party hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Term Loan Agreement.  Each Loan Party waives any and all rights of contribution or subrogation upon the sale or disposition of all or any portion of the Pledged Collateral by the Collateral Agent.
 
            Section  6.6                        Deficiency .  Each Loan Party shall remain liable for any deficiency if the proceeds of any sale or other disposition of any Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorney employed by the Collateral Agent or any other Secured Party to collect such deficiency.
 
ARTICLE VII
 
AGENT
 
            Section  7.1                        The Collateral Agent’s Appointment as Attorney-in-Fact .  (a)  Each Loan Party hereby irrevocably constitutes and appoints the Collateral Agent and its Related Parties, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Loan Party and in the name of such Loan Party or in its own name, for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents in accordance with the terms thereof, and, without limiting the generality of the foregoing, each Loan Party hereby gives the Collateral Agent and its Related Parties the power and right, on behalf of such Loan Party, without notice to or assent by such Loan Party, to do any of the following when an Event of Default shall be continuing and in accordance with the terms of the Term Loan Agreement:
 
     (i)           in the name of such Loan Party, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
 
     (ii)           in the case of any Intellectual Property owned by or licensed to the Loan Parties, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest (for the benefit of the Secured Parties) in such Intellectual Property and the
 

 
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goodwill and general intangibles of such Loan Party relating thereto or represented thereby;
 
     (iii)           pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Term Loan Agreement (including all or any part of the premiums therefor and the costs thereof);
 
     (iv)           execute, in connection with any sale provided for in Section 6.1 or 6.5 , any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; or
 
     (v)           (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, in accordance with the Term Loan Agreement, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Loan Party with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by the Loan Parties or any IP Licenses of the Loan Parties throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, assign, convey, transfer or grant a Lien on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes and do, at the Collateral Agent’s option, at any time or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Loan Party might do.
 
     (vi)           If any Loan Party fails to perform or comply with any Contractual Obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.
 
(b)           The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1 during the continuance of an Event of Default, together with interest thereon at a rate set forth in the Term Loan Agreement, from the date of
 

 
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payment by the Collateral Agent to the date reimbursed by the relevant Loan Party, shall be payable by such Loan Party to the Collateral Agent on demand.
 
(c)           The of Borrower hereby irrevocably constitutes and appoints the Collateral Agent and its Related Parties upon the occurrence of a Triggering Event, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and in the name of the Borrower, for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action, including without limitation, pursuant to the Powers of Attorney, and to execute any document or instrument that may be necessary or desirable to cause the Borrower to enter into the Replacement Phase I MSA.  The Borrower hereby agrees to enter into the Replacement Phase I MSA at the request of the Collateral Agent upon the occurrence of a Triggering Event and the Collateral Agent shall be entitled to specific performance of such obligation of the Borrower.
 
(d)           Each Loan Party hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1 .  All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.
 
            Section  7.2                        Authorization to File Financing Statements .  Each Loan Party authorizes the Collateral Agent, on behalf of the Secured Parties, and its respective Related Parties, at any time and from time to time, to file or record financing statements, amendments thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets of the debtor”.  A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.  Such Loan Party also hereby ratifies its authorization for the Collateral Agent to have filed any initial financing statement or amendment thereto under the UCC (or other similar laws) in effect in any jurisdiction if filed prior to the date hereof.
 
            Section  7.3                        Authority of Collateral Agent .  Each Loan Party acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Term Loan Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Loan Parties, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Loan Party shall be under any obligation or entitlement to make any inquiry respecting such authority.
 
            Section  7.4                        Duty; Obligations and Liabilities .
 
(a)            Duty of Collateral Agent .  The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to
 

 
28
 

deal with it in the same manner as it deals with similar property for its own account.  The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interest in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers.  The Collateral Agent shall be accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of its Related Parties shall be responsible to any Loan Party for any act or failure to act hereunder, except for its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.  In addition, neither the Collateral Agent nor any other Secured Party shall be liable or held responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been selected by the Collateral Agent in good faith.
 
(b)            Obligations and Liabilities with respect to Collateral .  No Secured Party and no Related Parties thereof shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Loan Party or any other Person or to take any other action whatsoever with regard to any Collateral.  The powers conferred on the Collateral Agent hereunder shall not impose any duty upon any other Secured Party to exercise any such powers.  The other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their respective officers, directors, employees or agents shall be responsible to any Loan Party for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.
 
ARTICLE VIII
 
MISCELLANEOUS
 
            Section  8.1                        Reinstatement .  Each Loan Party agrees that, if any payment made by any Loan Party or other Person and applied to the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by any Secured Party to such Loan Party, its estate, trustee, receiver or any other party, including any Loan Party, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made.  If, prior to any of the foregoing, (a) any Lien or other Collateral securing such Loan Party’s liability hereunder shall have been released or terminated by virtue of the foregoing or (b) any provision of the Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Loan Party in respect of any Lien or other Collateral securing such obligation or the amount of such payment.
 
            Section  8.2                        Release of Collateral .  This Agreement shall be subject to the provisions set forth in Section 11.18 of the Term Loan Agreement, and such provisions are incorporated herein by this reference, mutatis mutandis .  The Collateral Agent will, at the Borrower’s expense,
 

 
29
 

deliver to the applicable Loan Party any Collateral in the possession of the Collateral Agent or an Agent thereof, and execute and deliver to the applicable Loan Party such documents, certificates and instruments, and do such acts and things, as such Loan Party may reasonably request to evidence the release of any item of Collateral or guarantee obligation from the assignment and security interest granted under this Agreement, in each case in accordance with the terms of the Loan Documents and Section 11.18 of the Term Loan Agreement.
 
            Section  8.3                        Independent Obligations .  The obligations of each Loan Party hereunder are independent of and separate from the Secured Obligations and the Guaranteed Obligations.  If any Secured Obligation or Guaranteed Obligation is not paid when due, or upon any Event of Default, the Collateral Agent may, at its sole election and in accordance with the terms set forth in the Term Loan Agreement, proceed directly and at once, without notice, against any Loan Party and any Collateral to collect and recover the full amount of any Secured Obligation or Guaranteed Obligation then due, without first proceeding against any other Loan Party, any other Loan Party or any other Collateral and without first joining any other Loan Party or any other Loan Party in any proceeding.
 
            Section  8.4                        No Waiver by Course of Conduct .  No Secured Party shall by any act (except by a written instrument pursuant to Section 8.5 ), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default.  No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.
 
            Section  8.5                        Amendments .  None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 11.01 of the Term Loan Agreement which are incorporated herein by this reference, mutatis mutandis ; provided , however , that annexes to this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may be released) through Pledge Amendments and Joinder Agreements, in substantially the form of Annex 1 and Annex 2 , respectively, in each case duly executed by the Collateral Agent and each Loan Party directly affected thereby.
 
            Section  8.6                        Additional Loan Parties; Additional Pledged Collateral .
 
(a)            Joinder Agreements .  If, at the option of a Loan Party or as required pursuant to Section 7.08 of the Term Loan Agreement, a Loan Party shall cause any Subsidiary that is not a Loan Party to become a Loan Party hereunder, such Subsidiary shall execute and deliver to the Collateral Agent a Joinder Agreement substantially in the form of Annex 2 (each a “ Joinder Agreement ”) and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Loan Party party hereto on the Closing Date.
 
(b)            Pledge Amendments .  To the extent any Pledged Collateral has not been delivered as of the Closing Date, such Loan Party shall deliver a pledge amendment duly executed by the Loan Party in substantially the form of Annex 1 (each, a “ Pledge Amendment ”).
 

 
30
 

Such Loan Party authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement.
 
            Section  8.7                        Marshaling .  Neither the Collateral Agent nor any other Secured Party shall be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Obligations or the Guaranteed Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the rights and remedies of the Collateral Agent or any other Secured Party hereunder and of the Collateral Agent or any other Secured Party in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising.  To the extent that it lawfully may, each Loan Party hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of any of the Collateral Agent’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Obligations or the Guaranteed Obligations or under which any of the Obligations or the Guaranteed Obligations is outstanding or by which any of the Obligations or the Guaranteed Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Loan Party hereby irrevocably waives the benefits of all such laws.
 
            Section  8.8                        Notices .  All notices and other communications provided for herein shall be (i) in writing, (ii) delivered and deemed received in accordance with the procedures set forth in Section 11.02 of the Term Loan Agreement and (iii) addressed to the parties at the address, facsimile number or email address provided therein, provided , that any such notice, request or demand to or upon any Loan Party shall be addressed to the Borrower’s notice address set forth in such Section 11.02 of the Term Loan Agreement.  Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice to all of the other parties hereto in accordance with the foregoing.
 
            Section  8.9                        Successors and Assigns .  This Agreement shall be binding upon the successors and assigns of each Loan Party and shall inure to the benefit of each Secured Party and their successors and, to the extent permitted in the Term Loan Agreement, assigns; provided , however , that no Loan Party may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent and, in any event, any assignment, transfer or delegation of any Loan Party’s rights or obligations under this Agreement shall be subject to the terms and provisions of the Term Loan Agreement.
 
            Section  8.10                        Counterparts; Effectiveness .  THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN SECTIONS 11.02(d) AND 11.10 OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
 
            Section  8.11                        Severability .  All provisions of this Agreement are severable, and the unenforceability or invalidity of any of the provisions of this Agreement shall not affect the validity or enforceability of the remaining provisions of this Agreement.  Should any part of this Agreement be held invalid or unenforceable in any jurisdiction, the invalid or unenforceable portion or portions shall be removed (and no more) only in that jurisdiction, and the remainder shall be enforced as fully as possible (removing the minimum amount possible) in that
 

 
31
 

jurisdiction.  In lieu of such invalid or unenforceable provision, the parties hereto will negotiate in good faith to add as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.
 
            Section  8.12                        Governing Law .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).
 
            Section  8.13                        Jurisdiction; Venue; Service Of Process; Jury Trial Waiver .  THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN ARTICLE XII OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
 
            Section  8.14                        Excluded Property .  For the avoidance of doubt and notwithstanding anything to the contrary herein, no Loan Party shall have any obligations hereunder with respect to Excluded Property and the Collateral Agent and any other Secured Party shall have no rights hereunder in or to any Excluded Property.
 

 
[Signature pages follow.]
 

32 
 
 

 
 

IN WITNESS WHEREOF , each of the undersigned has caused this Guaranty, Pledge and Security Agreement to be duly executed and delivered as of the date first above written.
 
BORROWER:
 
CINEDIGM DC HOLDINGS, LLC
   
By:
  /s/ Gary S. Loffredo
Name:
  Gary S. Loffredo
Title:
  Senior Vice President and Secretary
   
   
GUARANTORS:
   
ACCESS DIGITAL MEDIA, INC.
   
By:
  /s/ Gary S. Loffredo
Name:
  Gary S. Loffredo
Title:
  President
   
   
ACCESS DIGITAL CINEMA PHASE 2, CORP.
   
By:
  /s/ Gary S. Loffredo
Name:
  Gary S. Loffredo
Title:
  President

 

Signature Page to Guaranty, Pledge and Security Agreement
 
 
 

ACCEPTED AND AGREED
as of the date first above written:
   
PROSPECT CAPITAL
CORPORATION , as Collateral Agent
   
By:
  /s/ M. Grier Eliasek
Name:
  M. Grier Eliasek
Title:
  President and Chief Operating Officer

 

Signature Page to Guaranty, Pledge and Security Agreement
 
 
 

Schedule 1
 
Commercial Tort Claims
 

 
 
 

Schedule 2
 
Loan Party Information
 
Loan
Party’s
Name
Loan Party’s
Jurisdiction of
Organization
Location of
Loan Party’s
Chief
Executive
Office
 
Loan Party’s
Tax
Identification
Number
Loan Party’s
Organizational
Number
         
         
         

 

 
 
 

Schedule 3
 
Pledged Collateral
 

 

 
 
 

Schedule 4
 
Intellectual Property
 


 
 
 

 
ANNEX 1
TO
GUARANTY AND SECURITY AGREEMENT 1
 

FORM OF PLEDGE AMENDMENT
 
This PLEDGE AMENDMENT , dated as of __________ __, 20__, is delivered pursuant to Section 8.6 of the Guaranty, Pledge and Security Agreement, dated as of February 28, 2013 (as such agreement may be amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Security Agreement ”), by CINEDIGM DC HOLDINGS, LLC , a Delaware limited liability company (the “ Borrower ”), and each of the other entities listed on the signature pages thereof or that becomes a party thereto pursuant to Section 8.6 of the Security Agreement (together with the Borrower, collectively, the “ Loan Parties ” and each, a “ Loan Party ”), in favor of PROSPECT CAPITAL CORPORATION , a Maryland corporation, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “ Collateral Agent ”).  Capitalized terms used herein without definition are used as defined in the Security Agreement.
 
The undersigned Loan Party hereby agrees that this Pledge Amendment may be attached to the Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Pledge Amendment shall be and become part of the Collateral referred to in the Security Agreement and shall secure all Secured Obligations of the undersigned.
 
The undersigned hereby represents and warrants that each of the representations and warranties contained in Article IV of the Security Agreement is true and correct as of the date hereof as if made on and as of such date.
 
[LOAN PARTY]
   
By:
 
Name:
 
Title:
 
_________________
To be used for pledge of additional Pledged Collateral by existing Loan Party.

A1-1
 
 
 

Annex 1-A
 
PLEDGED STOCK
 
     ISSUER     
     CLASS     
CERTIFICATE
        NO(S).       
PAR
       VALUE      
NUMBER OF
 SHARES,
UNITS OR
   INTERESTS  
 
           
           
           
           
           
           
 
PLEDGED DEBT INSTRUMENTS
 
     ISSUER     
DESCRIPTION OF
           DEBT          
CERTIFICATE
        NO(S).       
FINAL
MATURITY
PRINCIPAL
  AMOUNT  
         
         
         
         

A1-2
 
 
 


 
ACKNOWLEDGED AND AGREED
as of the date first above written:
 
PROSPECT CAPITAL CORPORATION , as Collateral Agent
   
By:
 
Name:
 
Title:
 

A1-3
 
 
 

 
ANNEX 2
TO
GUARANTY AND SECURITY AGREEMENT
 

FORM OF JOINDER AGREEMENT
 
This JOINDER AGREEMENT , dated as of _________ __, 20__, is delivered pursuant to Section 8.6 of the Guaranty, Pledge and Security Agreement, dated as of February 28, 2013 (as such agreement may be amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Security Agreement ”), by CINEDIGM DC HOLDINGS, LLC , a Delaware limited liability company (the “ Borrower ”), and each of the other entities listed on the signature pages thereof or that becomes a party thereto pursuant to Section 8.6 of the Security Agreement (collectively, the “ Guarantors ”, and each, a “ Guarantor ”, and together with the Borrower, collectively, the “ Loan Parties ” and each, a “ Loan Party ”), in favor of PROSPECT CAPITAL CORPORATION , a Maryland corporation, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “ Collateral Agent ”).  Capitalized terms used herein without definition are used as defined in the Security Agreement.
 
By executing and delivering this Joinder Agreement, the undersigned (an “ Additional Loan Party ”), as provided in Section 8.6 of the Security Agreement, hereby becomes a party to the Security Agreement as a Loan Party thereunder with the same force and effect as if originally named as a Loan Party therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the Additional Loan Party, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the Additional Loan Party and expressly assumes all obligations and liabilities of a Loan Party thereunder.  The undersigned Additional Loan Party hereby agrees to be bound as a Loan Party for the purposes of the Security Agreement.
 
The information set forth in Annex 1-A is hereby added to the information set forth in Schedules 1, 2, 3 and 4 to the Security Agreement and Schedules 6.07, 6.13, 6.17, 6.22 and 6.23 to the Term Loan Agreement.  By acknowledging and agreeing to this Joinder Agreement, the Additional Loan Party hereby agrees that this Joinder Agreement may be attached to the Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Joinder Amendment shall be and become part of the Collateral referred to in the Security Agreement and shall secure all Secured Obligations of the undersigned.
 
The undersigned hereby represents and warrants that each of the representations and warranties contained in Article IV of the Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date.
 
[Signature pages follow.]
 

A2-1
 
 
 

IN WITNESS WHEREOF , the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
 
[ADDITIONAL LOAN PARTY]
 
By:
 
Name:
 
Title:
 

A2-2
 
 
 


 
ACKNOWLEDGED AND AGREED
as of the date first above written:
 
PROSPECT CAPITAL CORPORATION , as Collateral Agent
   
By:
 
Name:
 
Title:
 

A2-3
 
 
 
ANNEX 3
TO
GUARANTY AND SECURITY AGREEMENT

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT 1
 
This [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT , dated as of _______________, is made by each of the entities listed on the signature pages hereof (each a “ Loan Party ” and, collectively, the “ Loan Parties ”), in favor of PROSPECT CAPITAL CORPORATION , as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “ Collateral Agent ”).
 
W I T N E S S E T H :
 
WHEREAS , pursuant to the Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”), among the Borrower, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as Administrative Agent and Collateral Agent, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;
 
WHEREAS , each Guarantor has agreed, pursuant to a Guaranty, Pledge and Security Agreement dated as of February 28, 2013 in favor of Collateral Agent (as such agreement may be amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Security Agreement ”), to guarantee the Obligations (as defined in the Term Loan Agreement) of the Borrower; and
 
WHEREAS , all of the Loan Parties are party to the Security Agreement pursuant to which the Loan Parties are required to execute and deliver this [Copyright] [Patent] [Trademark] Security Agreement;
 
NOW, THEREFORE , in consideration of the premises and to induce the Lenders, the Administrative Agent and the Collateral Agent to enter into the Term Loan Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Loan Party hereby agrees with the Collateral Agent as follows:
 
Section 1 .               Defined Terms .  Capitalized terms used herein without definition are used as defined in the Security Agreement.
 
Section 2.                Grant of Security Interest in [Copyright] [Trademark] [Patent] Collateral .  Each Loan Party, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Loan Party, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured
 

 
1 Separate agreements will be executed  relating to each Guarantor’s respective Copyrights, Patents, and Trademarks.

A3-1
 
 
 

Parties a Lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of such Loan Party (the “ [Copyright] [Patent] [Trademark] Collateral ”):
 
(a)           [all of its registered Copyrights and all IP Licenses providing for the grant by or to such Loan Party of any right under any Copyright, including, without limitation, those referred to on Schedule 1 hereto;
 
(b)           all renewals, reversions and extensions of the foregoing; and
 
(c)           all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.]
 
or
 
(a)           [all of its Patents and all IP Licenses providing for the grant by or to such Loan Party of any right under any Patent, including, without limitation, those referred to on Schedule 1 hereto;
 
(b)           all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing; and
 
(c)           all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.]
 
or
 
(a)           [all of its Trademarks and all IP Licenses providing for the grant by or to such Loan Party of any right under any Trademark, including, without limitation, those referred to on Schedule 1 hereto;
 
(b)           all renewals and extensions of the foregoing;
 
(c)           all goodwill of the business connected with the use of, and symbolized by, each such Trademark; and
 
(d)           all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.]
 
Section 3.                Guaranty and Security Agreement .  The security interest granted pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and each Loan Party hereby acknowledges and agrees that the rights and remedies of the Collateral Agent
 

A3-2
 
 
 

(for the ratable benefit of the Secured Parties) with respect to the security interest in the [Copyright] [Patent] [Trademark] Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.
 
Section 4.                Loan Party Remains Liable .  Each Loan Party hereby agrees that, anything herein to the contrary notwithstanding, such Loan Party shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with their [Copyrights] [Patents] [Trademarks] and IP Licenses subject to a security interest hereunder.
 
Section 5.                Counterparts; Effectiveness .  THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN SECTIONS 11.02(d) AND 11.10 OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
 
Section 6.                Governing Law .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST)..
 
[Signature pages follow.]
 

A3-3
 
 
 
ANNEX 3
 
TO
 
GUARANTY AND SECURITY AGREEMENT
 

IN WITNESS WHEREOF , each Loan Party has caused this [Copyright] [Patent] [Trademark] Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.
 

LOAN PARTIES:
 
[LOAN PARTY]
 
By:
 
Name:
 
Title:
 


4 
 
 


ACKNOWLEDGED AND AGREED
as of the date first above written:
 
PROSPECT CAPITAL CORPORATION , as Collateral Agent
   
By:
 
Name:
 
Title:
 


A3-5
 
 
 
ANNEX 3
TO
GUARANTY AND SECURITY AGREEMENT

SCHEDULE I
TO
[COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT
 
[Copyright] [Patent] [Trademark] Registrations
 
1.           REGISTERED [COPYRIGHTS] [PATENTS] [TRADEMARKS]
 
[Include Registration Number and Date]
 
2.           [COPYRIGHT] [PATENT] [TRADEMARK] APPLICATIONS
 
[Include Application Number and Date]
 
3.           IP LICENSES
 
[Include complete legal description of agreement (name of agreement, parties and date)]
 

 
 
 
 


 
FORM OF LIMITED POWER OF ATTORNEY
 
Reference is hereby made to that certain Guaranty, Pledge and Security Agreement, dated as of February 28, 2012 (the “ Security Agreement ”), made by Cinedigm DC Holdings, LLC, a Delaware limited liability company and each other Guarantor from time to time party thereto, in favor of Prospect Capital Corporation, a Maryland corporation, as collateral agent for the Secured Parties (“ Collateral Agent ”).  Capitalized terms used herein but not defined shall have the meanings provided to such terms in the Security Agreement.
 
KNOW ALL BY THESE PRESENTS, that CINEDIGM DIGITAL FUNDING I, LLC, a Delaware limited liability company (“ CDF1 ”), hereby constitutes PROSPECT CAPITAL CORPORATION, in its capacity as Collateral Agent under the Security Agreement, as its true and lawful attorney in fact and agent, with full power of substitution and resubstitution, for it and in its name, place, and stead, in any and all capacities, to execute that certain Second Amended and Restated Management Services Agreement to be entered among CDF1, Cinedigm DC Holdings, LLC and Cinedigm Digital Cinema Corp. and which such agreement is attached as Exhibit Q to the Term Loan Agreement, granting unto said attorney in fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as it might or could do in person, hereby ratifying and confirming all that said attorney in fact and agent or its substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Except as otherwise specifically provided herein, the limited power of attorney granted herein shall not in any manner revoke in whole or in part any power of attorney that each person whose signature appears below has previously executed.  This power of attorney is granted in connection with the Term Loan Agreement and Security Agreement as additional security for the extension of credit under the Term Loan Agreement and is being exercised in accordance with the Security Agreement.  Therefore, this Limited Power of Attorney is IRREVOCABLE and COUPLED WITH AN INTEREST and may not be revoked until all Guaranteed Obligations are paid in full, in which event this Limited Power of Attorney shall terminate and be of no further force or effect.
 
THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS LIMITED POWER OF ATTORNEY, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).


[Signature page follows.]

 
 
 



CINEDIGM DIGITAL FUNDING I, LLC
 
 
   
By:
 
Name:
 
Title:
 
   
   
Before me:                                                                     
Witness
Name:
Address:


Dated:                                                       


 
 
 

Schedule 1
 
Commercial Tort Claims
 
None.
 

 
 
 
 

Schedule 2
 
Loan Party Information
 
Loan Party’s
Name
Loan Party’s
Jurisdiction
Of
Organization
Location of
Loan Party’s
Chief Executive
Office
Loan Party’s
Tax
Identification
Number
 
Loan Party’s
Organizational
Number
Cinedigm DC
Holdings,
LLC
Delaware
902 Broadway,
9th Floor, New
York, New York
10010
46-2100494
(Federal EIN)
5290958 (File
Number in
Delaware)
Access Digital
Media, Inc.
Delaware
902 Broadway,
9th Floor, New
York, New York
10010
20-0037764
(Federal EIN)
3621753 (File
Number in
Delaware)
              Access Digital
              Cinema Phase
               2, Corp.
Delaware
902 Broadway,
9th Floor, New
York, New York
10010
26-1444888
(Federal EIN)
4443030 (File
Number in
Delaware)

 

 
 
 
 

Schedule 3
 
Pledged Collateral
 
Cinedigm DC Holdings, LLC
 
1.           Any and all shares, shareholder’s or stockholder’s interests, partnership interests, partner’s interests, limited liability company interests, or other equity interests, whether owned directly or indirectly, in part or in whole, by Cinedigm DC Holdings, LLC, whether now owned or subsequently acquired and all proceeds of the foregoing, including, without limitation, the shares set forth below:
 
  Issuer
  Class of Shares
  Certificate
  Number
  % of Share Interest
  owned/% of Share Interest
  Pledged
 
  Access Digital Media, Inc.
  Common
  3
  100%/100%
 
2.           The collateral shall not include “ Excluded Property ,” as such term is defined in and used pursuant to the terms of that certain Guaranty, Pledge and Security Agreement, dated as of February 28, 2013, by and among Cinedigm DC Holdings, LLC, a Delaware limited liability company, Access Digital Media, Inc., a Delaware corporation, Access Digital Cinema Phase 2, Corp., a Delaware corporation and each other guarantor from time to time party thereto in favor of Prospect Capital Corporation, a Maryland corporation, as collateral agent for the secured parties.
 
 
3.           All personal property and other assets of the debtor, wherever located, whether now owned or existing or hereafter acquired or arising, together with all proceeds thereof, excluding the “ Excluded Property ” as such term is defined in and used pursuant to the terms of that certain Guaranty, Pledge and Security Agreement, dated as of February 28, 2013, by and among Cinedigm DC Holdings, LLC, a Delaware limited liability company, Access Digital Media, Inc., a Delaware corporation, Access Digital Cinema Phase 2, Corp., a Delaware corporation and each other guarantor from time to time party thereto in favor of Prospect Capital Corporation, a Maryland corporation, as collateral agent for the secured parties.
 
4.           The Secured Promissory Note dated as of February 28, 2013, made by Cinedigm Digital Cinema Australia Pty Ltd (“ Maker ”) to the order of Cinedigm DC Holdings, LLC (“ Payee ”) for all amounts from time to time payable to Payee pursuant to the Management Services Agreement dated as of February 28, 2013, by and between the Maker and the Payee.
 

 
 
 

Access Digital Media, Inc.
 
1.           All personal property and other assets of the debtor, wherever located, whether now owned or existing or hereafter acquired or arising, together with all proceeds thereof, excluding the “ Excluded Property ” as such term is defined in and used pursuant to the terms of that certain Guaranty, Pledge and Security Agreement, dated as of February 28, 2013, by and among Cinedigm DC Holdings, LLC, a Delaware limited liability company, Access Digital Media, Inc., a Delaware corporation, Access Digital Cinema Phase 2, Corp., a Delaware corporation and each other guarantor from time to time party thereto in favor of Prospect Capital Corporation, a Maryland corporation, as collateral agent for the secured parties.
 
Access Digital Cinema Phase 2, Corp.
 
1.           All personal property and other assets of the debtor, wherever located, whether now owned or existing or hereafter acquired or arising, together with all proceeds thereof, excluding the “ Excluded Property ” as such term is defined in and used pursuant to the terms of that certain Guaranty, Pledge and Security Agreement, dated as of February 28, 2013, by and among Cinedigm DC Holdings, LLC, a Delaware limited liability company, Access Digital Media, Inc., a Delaware corporation, Access Digital Cinema Phase 2, Corp., a Delaware corporation, and each other guarantor from time to time party thereto in favor of Prospect Capital Corporation, a Maryland corporation, as collateral agent for the secured parties.
 
Cinedigm Digital Cinema Corp.
 
1.           The shares set forth below owned by Cinedigm Digital Cinema Corp., any other Pledged Stock or Pledged Property (as each such term is defined and used in the Pledge Agreement defined below):
 
  Issuer
  Class of Share/
  Membership Interest
  Certificate
  Number
  % of Share/Membership
  Interest owned/% of
  Share/Membership
  Interest Pledged
  Cinedigm DC Holdings, LLC
  N/A
  1
  100%/100%
  Access Digital Cinema Phase 2, Corp.
  Common
  2
  100%/100%
  Cinedigm Digital Cinema Australia Pty Ltd
  Ordinary
  2
  100%/66%

 
2.      The collateral shall not include “ Excluded Property ,” as such term is defined in and used pursuant to the terms of that certain Guaranty, Pledge and Security Agreement (the “ Pledge Agreement ”), dated as of February 28, 2013, by and among Cinedigm DC Holdings, LLC, a Delaware limited liability company, Access Digital Media, Inc., a Delaware corporation, Access Digital Cinema Phase 2, Corp., a Delaware corporation and each other guarantor from time to time party thereto in favor of Prospect Capital Corporation, a Maryland corporation, as collateral agent for the secured parties.
 

 
 
 

Schedule 4
 
Intellectual Property
 
Access Digital Media, Inc. is the registered owner of trademark entitled “THE COURIER FOR THE DIGITAL ERA’ (Serial No. 78-323372, Registration No. 3,151,575).

 
EXHIBIT 4.6

EXECUTION VERSION

LIMITED RECOURSE GUARANTY AGREEMENT


This LIMITED RECOURSE GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, this “ Agreement ”), dated as of February 28, 2013, is made by CINEDIGM DIGITAL CINEMA CORP. , a Delaware corporation (in such capacity, the “ Guarantor ”, and as “ Cinedigm ” (as defined below)), in favor of PROSPECT CAPITAL CORPORATION , a Maryland corporation (“ Prospect ”), as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”) and as Administrative Agent (as defined below).

W I T N E S S E T H:

WHEREAS , pursuant to the Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”), among Cinedigm DC Holdings, LLC (the “ Borrower ”), Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor (as defined in the Term Loan Agreement) that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “ Administrative Agent ”) and Collateral Agent, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS , it is a condition precedent to the obligations of the Lenders under the Term Loan Agreement that the Guarantor enter into this Agreement to secure the Obligations of the Borrower under the Term Loan Agreement, and the Guarantor desires to satisfy such condition precedent; and

WHEREAS , the Guarantor will obtain substantial direct and indirect financial and other benefits from the Term Loans made by the Lenders to the Borrower pursuant to the Term Loan Agreement and the other Loan Documents, and accordingly, the Guarantor desires to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
 
1.            Defined Terms .  Unless otherwise defined herein, all capitalized terms herein have the meanings ascribed to them in the Term Loan Agreement.  As used herein, “ Cinedigm ” means Cinedigm Digital Cinema Corp. in its individual capacity and in each of its capacities as the “Parent” (as defined in the Term Loan Agreement), the “Limited Recourse Pledgor” (as defined in the Term Loan Agreement”) and as Guarantor hereunder.
 
2.            Guaranty .
 

 
 
 

(a)           The Guarantor unconditionally guarantees, as a primary obligor and not merely as a surety, (i) the due and punctual payment of all Obligations, including, without limitation, (A) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Term Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (B) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Loan Parties to the Administrative Agent, the Collateral Agent or any other Secured Party under the Term Loan Agreement or any other Loan Document and (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Loan Parties under or pursuant to the Term Loan Agreement or any other Loan Document (all the monetary and other obligations referred to in the preceding clauses (i) and (ii) being collectively referred to hereinafter as the “ Guaranteed Obligations ”), if any one or more of the following events or conditions occurs:
 
(i)           The occurrence of any Event of Default to the extent caused by any action of Cinedigm that Cinedigm is expressly required to take, to be caused to take, or to refrain from taking, or any inaction of Cinedigm in relation to any of the foregoing, under the terms of the Term Loan Agreement, in order to avoid such Event of Default;
 
(ii)           Any representation or warranty made or deemed to be made by Cinedigm herein or in any other Loan Document (including any certificate delivered pursuant to any provision hereof or of any Loan Document) is or shall be incorrect in any material respect on or as of the date when made or deemed to have been made; provided , that any representation or warranty that is already qualified in the text thereof as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects so stated on the applicable date;
 
(iii)           Cinedigm shall default in the due performance and observance of any obligation or covenant contained herein, in the Limited Recourse Pledge Agreement or in any Loan Document within the time limit for any such obligations or covenants provided for herein, in the Limited Recourse Pledge Agreement, or in any such other Loan Document, as applicable, (subject to any applicable grace or cure periods set forth herein, in the Limited Recourse Pledge Agreement or any such other applicable Loan Document) and the effect of such default is to cause an Event of Default;
 
(iv)           Any enforcement of the Administrative Agent’s or the Collateral Agent’s rights or remedies under the Loan Documents, or in connection with any litigation relating to the Loan Documents wherein, in either such case, Cinedigm (i) willfully or in bad faith interferes with, hinders or delays the exercise of the Administrative Agent’s or the Collateral Agent’s remedies, (ii) contests the validity or enforceability of any Loan Document or (iii) asserts a claim against the Administrative Agent or the Collateral Agent; provided, however, that this clause (iv) shall not apply in the event that Cinedigm in good faith asserts a bona fide claim or defense to the effect that (A) the Obligations have been satisfied in full, (B) a Secured
 

 
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Party has breached or is otherwise acting contrary to the terms of the Loan Documents or (C) a Secured Party is acting in bad faith or with gross negligence or willful misconduct, and any such claim or defense is finally determined in favor of Cinedigm in a non-appealable judgment by a court of competent jurisdiction;
 
(v)           Cinedigm at any time institutes against the Borrower, Access Phase 2 or any other Loan Party, or joins in any institution against the Borrower, Access Phase 2 or any other Loan Party of, any bankruptcy proceeding under any U.S. Federal or state bankruptcy or similar law in which the Borrower, Access Phase 2 or any other Loan Party is a debtor;
 
(vi)           Cinedigm or any of its Related Parties engages in fraud or willful misrepresentation, gross negligence or willful misconduct in connection with any aspect of the Term Loans;
 
(vii)           The Limited Recourse Pledgor (A) Sells, assigns, transfers, pledges or encumbers in any other manner the Collateral (as defined in the Limited Recourse Pledge Agreement) except for Liens granted pursuant to, or permitted under, the Loan Documents, (B) fails to defend the right, title and security interest granted to the Collateral Agent in and to the Collateral (as defined in the Limited Recourse Pledge Agreement) against the claims and demands of any Persons to the extent required by the Limited Recourse Pledge Agreement, or (C) to the extent and within the time limits (subject to any applicable grace or cure periods) required in the Limited Recourse Pledge Agreement, fails to promptly execute and deliver any further instruments, or take any further action, that may be necessary, or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted under the Limited Recourse Pledge Agreement or to enable the Collateral Agent to exercise and enforce its rights and remedies thereunder with respect to any Collateral (as defined in the Limited Recourse Pledge Agreement);
 
(viii)         The use of the proceeds of the Term Loans is other than in accordance with the provisions of the Term Loan Agreement (including, without limitation, any misappropriation of any such funds by Cinedigm); or
 
(ix)           Cinedigm shall breach its obligations and covenants arising under Section 6(b)(xii) hereof.
 
(b)           This is a limited recourse guaranty of payment and performance and not of collection.  The liability of the Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against the Borrower, Access Phase 2, any other Loan Party or any other Person (including, without limitation, other guarantors, if any), nor against the Collateral for the Term Loans.  The Guarantor waives any right to require that an action be brought against the Borrower, Access Phase 2, any other Loan Party or any other Person or to require that resort be had to any Collateral of any Loan Party or to any balance of any deposit account or credit on the books of the Administrative Agent in favor of the Borrower, Access Phase 2 or any other Person.  In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be
 

 
3
 


 
or become applicable, the Borrower shall be relieved of or fail to incur any debt, obligation or liability as provided in the Loan Documents, the Guarantor shall nevertheless be fully liable to the extent set forth in this Agreement.  Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to enforce its rights, powers and remedies under the Loan Documents (including, without limitation, foreclosure of all or any portion of the Collateral) thereunder or hereunder, in any order, and all rights, powers and remedies available to the Administrative Agent or Collateral Agent, as applicable, in such event shall be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity.  If the Guaranteed Obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to the Collateral Agent, this Agreement shall nevertheless remain in full force and effect, and the Guarantor shall remain liable to the extent set forth in Section 2(a) of this Agreement for all remaining Guaranteed Obligations, even though any rights which the Guarantor may have against the Borrower, Access Phase 2 or any Loan Party may be destroyed or diminished by the exercise of any such remedy.
 
(c)           The Guarantor further agrees that the Guaranteed Obligations may be extended, renewed or increased, in whole or in part, without notice to or further assent from the Guarantor, and that the Guarantor will remain bound upon its guarantee to the extent set forth in Section 2(a) of this Agreement notwithstanding any extension, renewal, or increase of any Guaranteed Obligations.
 
3.            Indemnity .  Without limiting the generality of Section 2 hereof, the Guarantor hereby indemnifies and holds harmless the Collateral Agent from and against any and all claims, losses, and liabilities growing out of or resulting from this Agreement (including enforcement of this Agreement), to the same extent as the Borrower, Access Phase 2 and the other Loan Parties are liable with respect to the other Loan Documents pursuant to the terms of Section 11.05 of the Term Loan Agreement.
 
4.            Reinstatement of Guaranteed Obligations .  If at any time all or any part of any payment made by the Guarantor or received by the Collateral Agent from Guarantor under or with respect to this Agreement is or must be rescinded or returned for any reason whatsoever (including, but not limited to, the insolvency, bankruptcy or reorganization of the Guarantor, the Borrower, Access Phase 2 or any other Loan Party), then the obligations of the Guarantor hereunder shall, to the extent of the payment rescinded or returned, be deemed to have continued in existence, notwithstanding such previous payment made by the Guarantor, or receipt of payment by the Collateral Agent, and the obligations of the Guarantor hereunder shall continue to be effective or be reinstated, as the case may be, as to such payment, all as though such previous payment by the Guarantor had never been made.
 
5.            Waivers by Guarantor .  To the fullest extent permitted by law, the Guarantor hereby waives and agrees not to assert or take advantage of:
 
(a)           Any right to require the Collateral Agent or Administrative Agent to proceed against the Borrower, Access Phase 2, any other Loan Party or any other Person or to proceed against or exhaust any security held by the Collateral Agent at any time or to pursue any
 

 
4
 


 
other remedy in the Collateral Agent’s or Administrative Agent’s power or under any other agreement before proceeding against the Guarantor hereunder;
 
(b)           The defense of the statute of limitations in any action hereunder;
 
(c)           Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of the Collateral Agent or Administrative Agent to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons;
 
(d)           Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Borrower, Access Phase 2, any other Loan Party, the Collateral Agent, the Administrative Agent, any endorser or creditor of the Borrower, Access Phase 2, any other Loan Party or of the Guarantor or on the part of any other Person whomsoever under this or any other instrument in connection with any obligation or evidence of Indebtedness held by the Collateral Agent or the Administrative Agent;
 
(e)           Any defense based upon an election of remedies by the Collateral Agent or the Administrative Agent;
 
(f)           Any right or claim or right to cause a marshalling of the assets of the Guarantor;
 
(g)           Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement;
 
(h)           Any duty on the part of the Collateral Agent or any Related Parties to disclose to the Guarantor any facts such Persons may now or hereafter know about the Borrower, Access Phase 2, any other Loan Party, or any of the Guarantor’s other Subsidiaries, regardless of whether the Collateral Agent or the Administrative Agent has reason to believe that any such facts materially increase the risk beyond that which the Guarantor intends to assume or has reason to believe that such facts are unknown to the Guarantor or has a reasonable opportunity to communicate such facts to the Guarantor, it being understood and agreed that the Guarantor is fully responsible for being and keeping informed of the financial condition of the Borrower, Access Phase 2, each of the other Loan Parties and each of the Guarantor’s other Subsidiaries and of any and all circumstances bearing on the risk that liability may be incurred by the Guarantor hereunder;
 
(i)           Any lack of notice of disposition or of manner of disposition of any Collateral;
 
(j)           Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents;
 

 
5
 


(k)           To the fullest extent permitted by law, lack of commercial reasonableness in dealing with the Collateral;
 
(l)           Any deficiencies in the Collateral for the Term Loans or any deficiency in the ability of the Collateral Agent or the Administrative Agent to collect or to obtain performance from any Persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed;
 
(m)          Any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of the Borrower, Access Phase 2, or any other Loan Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of the Collateral Agent or Administrative Agent to enforce any of its respective rights, whether now or hereafter required, which the Collateral Agent or Administrative Agent may have against the Guarantor or the Collateral;
 
(n)           Any modifications of the Loan Documents or any obligation of the Borrower, Access Phase 2 or any other Loan Party relating to the Term Loans by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and
 
(o)           Any action, occurrence, event or matter consented to by the Guarantor under Section 5(h) hereof, under any other provision hereof, or otherwise.
 
6.            Representations and Warranties; Covenants .
 
(a)            Representations and Warranties .  Cinedigm hereby represents and warrants to the Collateral Agent, on behalf of itself and the Lenders, each of the following:
 
(i)            Term Loan Agreement Representations and Warranties .  Cinedigm makes each of the representations and warranties with respect to each of the matters set forth in the Term Loan Agreement applicable to Cinedigm itself (and not as to any Loan Party) as if each such representation and warranty was made in this Agreement and each such representation and warranty is incorporated by reference and made a part hereof mutatis mutandis ;
 
(ii)            Litigation; Labor Matters .
 
(a)           There are no pending (or, to the knowledge of Cinedigm, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any of the Phase I Group Members or Phase II Group Members with, by or before any Governmental Authority other than those that (a) cannot reasonably be expected to affect the Obligations, the Loan Documents, the other transactions contemplated therein, any Digital Cinema Deployment Agreement, any Exhibitor Agreement, any Service Agreement, the General Services Agreement or the Management Services Agreement and (b) would not have, individually or in the aggregate, a Material Adverse Effect.
 

 
6
 


 
(b)           There are no strikes, work stoppages, slowdowns or lockouts existing, pending or, to the knowledge of Cinedigm, threatened against or involving any Group Member, except, for those that would not, in the aggregate, have a Material Adverse Effect.  As of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Group Member, (b) no petition for certification or election of any such representative is existing or pending with respect to any employee of any Group Member and (c) no such representative has sought certification or recognition with respect to any employee of any Group Member;
 
(iii)            Subsidiaries .   Schedule 6.07 to the Term Loan Agreement is a complete and accurate list showing for each Loan Party, each Phase I Group Member and each Phase II Group Member and each Subsidiary of any Loan Party, Phase I Group Member and Phase II Group Member and each joint venture of any of the foregoing, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower and, in the case of the Stock of the Borrower, Access Phase 2 and Cinedigm Australia, Cinedigm.  All outstanding Stock of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned beneficially and of record by Cinedigm, a Loan Party, a Phase I Group Member or Phase II Group Member, as applicable, free and clear of all Liens other than the security interests created by the Loan Documents and, in the case of the Stock of the Group Members (other than the Borrower, Access Phase 2 and Cinedigm Australia), Liens created under the “Loan Documents” (as defined in the CDF1 Credit Agreement) and Liens created under the “Loan Documents” (as defined in the CDF2 Credit Agreement), as applicable.  There are no Stock Equivalents with respect to the Stock of any Loan Party or Subsidiary of any Loan Party, any Phase I Group Member or Phase II Group Member, any Subsidiary of any Phase I Group Member or any Subsidiary of any Phase II Group Member or any joint venture of any of them as of the Closing Date, except as set forth on Schedule 6.07 to the Term Loan Agreement.  Except as provided in the Constituent Documents, the “Loan Documents” (as defined in the CDF1 Credit Agreement) and the “Loan Documents” (as defined in the CDF2 Credit Agreement) delivered to the Administrative Agent on or prior to the Closing Date, there are no Contractual Obligations or other understandings to which Cinedigm, any Loan Party, any Phase I Group Member, Phase II Group Member or any Subsidiary of any Phase I Group Member, Phase II Group Member or any joint venture of any of them is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Stock or Stock Equivalent of any Loan Party, Phase I Group Member, Phase II Group Member or any such Subsidiary or joint venture;
 
(iv)            Accuracy of Information .  The written information prepared or furnished by or on behalf of (and with the consent or at the direction of) Cinedigm, the Borrower or any Loan Party in connection with any Loan Document (including the information contained in any Financial Statement) or the consummation of any transaction contemplated therein, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances when made, not misleading in any material respect; provided , however , that projections contained therein are not to be viewed as factual and that actual results during the periods covered thereby may differ from the
 

 
7
 


 
results set forth in such projections by a material amount.  All projections that are part of such information (including those set forth in any Projections delivered subsequent to the Closing Date) are based upon good faith estimates and stated assumptions believed to be reasonable and fair as of the date made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein.  All facts known to Cinedigm and material to the financial condition, business, property or prospects of the Borrower or any other Loan Party, taken as one enterprise, have been disclosed to the Lenders.  The Initial Projections and pro forma financial information provided to the Administrative Agent on or prior to the Closing Date were prepared in good faith based upon  assumptions believed to be reasonable and fair as of the date made and in light of conditions and facts then known, it being recognized by the Administrative Agent and the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results;
 
(v)            Financial Condition; Financial Statements .  Subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, each of the Initial Financial Statements fairly present in all material respects the Consolidated and consolidating financial position, results of operations and cash flow of the Borrower and the Phase I Group Members, as applicable, as at the date indicated and for the period indicated in accordance with GAAP.  On the Closing Date, (i) no Phase I Group Member has any material liability or other obligation (including Indebtedness, Guaranty Obligations, contingent liabilities and liabilities for taxes, long-term leases and unusual forward or long-term commitments) that is not reflected in the Initial Financial Statements or in the notes thereto and not otherwise permitted by the Term Loan Agreement and (ii) since the date of the Initial Financial Statements, there has been no Sale of any material property of the Phase I Group Members and no purchase or other acquisition of any material property.  The Initial Projections have been prepared by the Borrower, in consultation with Cinedigm, in light of the operations of the business of the Phase I Group and reflect projections for the eight year period beginning on the Closing Date, and in the form attached as Schedule 2 to the Term Loan Agreement;
 
(vi)            Tax Returns and Payments .  All U.S. federal and material U.S. State, local and foreign income and franchise and other Tax returns, reports and statements (collectively, the “ Tax Returns ”) required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all taxes, charges and other impositions reflected therein or otherwise due and payable have been paid on or prior to the date due (and no outstanding tax liabilities exist with respect to any Tax Affiliate).  No Tax Return is under audit or examination by any Governmental Authority and no notice of such an audit or examination or any assertion of any claim for taxes has been given or made by any Governmental Authority, except such audit, examination or claim as could not, if adversely determined, reasonably be expected to have a Material Adverse Effect.  Proper and accurate amounts have been withheld by each Tax Affiliate from their respective employees for all periods in full and complete compliance with the Tax, social security and unemployment withholding provisions of Applicable Law and such withholdings have been timely paid to the respective Governmental Authorities.  No Tax Affiliate has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) or has been a
 

 
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member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent;
 
(vii)            Compliance with ERISA .   Schedule 6.11 to the Term Loan Agreement sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans.  Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401   or 501 of the Code or other Applicable Law so qualifies.  Except for those that would not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Applicable Law, (y) there are no existing or pending (or to the knowledge of Cinedigm, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Group Member incurs or otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur.  On the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding.  No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.  No ERISA Affiliate has incurred any liability under Title IV of ERISA that remains outstanding (other than PBGC premiums due but not delinquent);
 
(viii)            Intellectual Property; Licenses, etc.   Each Group Member owns or licenses all material Intellectual Property that is necessary for the operations of its business.  To the knowledge of Cinedigm, (a) the conduct and operation of the business of each Group Member does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person and (b) no other Person has contested any right, title or interest of any Group Member in, or relating to, any Intellectual Property, other than, in each case, as would not, in the aggregate, have a Material Adverse Effect.  In addition, (x) there are no pending (or, to the knowledge of Cinedigm, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any Group Member with respect to, (y) no judgment or order regarding any such claim has been rendered by any competent Governmental Authority, no settlement agreement or similar Contractual Obligation has been entered into by any Group Member, with respect to and (z) Cinedigm does not know or have any reason to know of any valid basis for any claim based on, any such infringement, misappropriation, dilution, violation or impairment or contest, other than, in each case, as would not, in the aggregate, have a Material Adverse Effect;
 
(ix)            Environmental Warranties .  Except as set forth on Schedule 6.14 to the Term Loan Agreement, to Cinedigm’s knowledge (a) the operations of each Group Member are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, other than non-compliances that, in the aggregate, would not have a reasonable likelihood of resulting in Material Environmental Liabilities, (b) no Group Member is party to, and no Group Member and no Real Property currently (or to the knowledge of Cinedigm previously) owned, leased, subleased, operated or otherwise occupied by or for any Group Member is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of Cinedigm, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice
 

 
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of violation or of potential liability or similar notice under or pursuant to any Environmental Law other than those that, in the aggregate, are not reasonably likely to result in Material Environmental Liabilities, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any property of any Group Member and, to the knowledge of Cinedigm, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to any such property, (d) no Group Member has caused or suffered to occur a Release of Hazardous Materials at, to or from any Real Property of any Group Member and each such Real Property is free of contamination by any Hazardous Materials except for such Release or contamination that could not reasonably be expected to result, in the aggregate, in Material Environmental Liabilities, (e) no Group Member (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations, or (ii) knows of any facts, circumstances or conditions, including receipt of any information request or notice of potential responsibility under CERCLA or other Environmental Laws, that, in the aggregate, would have a reasonable likelihood of resulting in Material Environmental Liabilities and (f) Cinedigm has caused the Borrower to make available to the Administrative Agent copies of all existing environmental reports, reviews and audits and all documents pertaining to actual or potential Environmental Liabilities with respect to each Group Member, in each case to the extent such reports, reviews, audits and documents are in any such Group Member’s possession, custody or control;
 
(x)            No Burdensome Obligations; No Defaults .  No Group Member is a party to any Contractual Obligation, no Group Member has Constituent Documents containing obligations, and, to the knowledge of Cinedigm, there are no Applicable Laws, in each case the compliance with which would have, in the aggregate, a Material Adverse Effect.  No Group Member (and, to the knowledge of Cinedigm, no other party thereto) is in default under or with respect to any Contractual Obligation of any Group Member, which Contractual Obligation is material to the operation of the Group Member’s business and which default gives the applicable third party the right to terminate such Contractual Obligation;
 
(xi)            Evidence of Other Indebtedness .   Schedule 6.22 to the Term Loan Agreement is a complete and correct list of each credit agreement, loan agreement, promissory note, indenture, purchase agreement, guaranty, letter of credit or other arrangement providing for or otherwise relating to any extension of credit (or commitment for any extension of credit) to any Group Member outstanding on the Closing Date which will remain outstanding after the Closing Date and that is required to be set forth on said Schedule 6.22 (other than the Term Loan Agreement and the other Loan Documents).  The aggregate principal or face amount outstanding or that may become outstanding under each such arrangement as of the Closing Date is correctly described in Schedule 6.22 to the Term Loan Agreement;
 
(xii)            Certain Agreements and Other Documents .  As of the Closing Date, Cinedigm has caused the Loan Parties to provide to the Administrative Agent accurate and complete copies of all of the following agreements or documents to which any Subsidiary of Cinedigm is subject and each of which is listed on Schedule 6.25 to the Term Loan Agreement:  (i) all Exhibitor Agreements; (ii) all Service Agreements; (iii) all Digital Cinema Deployment Agreements; (iv) all Management Services Agreements; (v) all IP Licenses; (vi) all Intercompany Agreements; (vii) all principal “Loan Documents” (as defined in the CDF1 Credit Agreement); (viii) all principal “Loan Documents” (as defined in the CDF2 Credit Agreement);
 

 
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(ix) all principal CHG Lease Facility Documents; (x) all KBC Facility Documents; and (xi) all Tax Consolidation Documents;
 
(xiii)            CDF2 .  No entity that is allocated VPFs from the Distributor Lockbox Account has recourse to the assets of CDF2 other than (a) in an amount equal to such allocated and unpaid VPFs, (b) with respect to potential claims against CDF2 from operators of cinema complexes that operate Phase II Digital Systems installed pursuant to a master license agreement to which such operator and CDF2 are parties for failure to pay such VPFs to the extent received by CDF2, or (c) with respect to the Christie Deferred Payment.  Other than the Christie Deferred Payment, there are no deferred payment obligations owing by any Phase II Group Member to any Person.  CDF2 has not guaranteed any Indebtedness or other obligations owing to any such financing entity, and has not granted any Liens in its assets to any such financing entity other than (A)(i) any Lien on the Stock of the Subsidiary party to such financing entity’s financing documentation or (ii) any Lien on the equipment financed under such financing entity’s financing documentation and any VPFs derived from such equipment provided that, in no event shall any such Liens encumber any Installed Digital Systems or any revenues and earnings derived from the Installed Digital Systems (including VPFs) and (B) Liens under the “Loan Documents” (as defined in the CDF2 Credit Agreement); and
 
(xiv)            Exhibitor Agreements and Digital Cinema Deployment Agreements .  Each of Cinedigm and each Group Member is performing in all material respects its respective obligations under each Exhibitor Agreement and Digital Cinema Deployment Agreement to which it is a party and is not in breach or default in any material respect of any contractual obligation thereunder.  Other than as disclosed on Schedule 6.28 to the Term Loan Agreement, there are no pending (or, to the knowledge of Cinedigm, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any of the Group Members with, by or before any Governmental Authority in relation to each of the Exhibitor Agreements and the Digital Cinema Deployment Agreements, individually.
 
(b)            Covenants .  Cinedigm hereby covenants and agrees that, from the date hereof and until the Guaranteed Obligations have been paid in full and all other obligations hereunder shall have been performed and discharged and the Commitments terminated, Cinedigm will also comply with each of the following covenants:
 
(i)            Term Loan Agreement Covenants .  Notwithstanding that Cinedigm is not a signatory to the Term Loan Agreement and certain other Loan Documents, Cinedigm will comply with all of the obligations and covenants set forth in the Term Loan Agreement and any other Loan Document that by the terms of the Term Loan Agreement or such Loan Document expressly apply to Cinedigm and within the time periods provided in the Term Loan Agreement or such applicable Loan Document (subject to any applicable grace or cure periods), each of which is incorporated herein by reference and made a part hereof mutatis mutandis ;
 
(ii)            Financial Deliverables .  Cinedigm will promptly provide the Loan Parties with any and all information, financial statements or other reports necessary to be provided by Cinedigm in order to enable such Loan Parties to comply with the requirements of the Term Loan Agreement, including, without limitation, Section 7.01 thereof, within the time
 

 
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periods required by the Term Loan Agreement (subject to any applicable grace or cure periods set forth therein);
 
(iii)            Insurance Information and Deliverables .  Cinedigm will promptly provide the Loan Parties with any and all insurance information or other reports necessary to be provided by Cinedigm in order to enable such Loan Parties to comply with the requirements of the Term Loan Agreement, including, without limitation, Section 7.01(i) and Section 7.03 thereof, within the time periods required by the Term Loan Agreement (subject to any applicable grace or cure periods set forth therein);
 
(iv)            Taxes .  Cinedigm will execute and deliver the Tax Consolidation Documents and will perform, and will cause each of its Subsidiaries party thereto to perform, each of its respective obligations thereunder, including, without limitation, in relation to Cinedigm, its obligation to indemnify the Borrower and its Subsidiaries in accordance with the provisions thereof;
 
(v)            ERISA Matters .  Cinedigm shall give the Administrative Agent (a) on or prior to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (b) promptly, and in any event within 10 days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know that an ERISA Event has occurred, a notice (which may be made by telephone if promptly confirmed in writing) describing such ERISA Event and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto;
 
(vi)           [Intentionally Omitted];
 
(vii)            Pledges of Stock .  (A) On the Closing Date, Cinedigm, as the Limited Recourse Pledgor will pledge to the Collateral Agent for the benefit of the Secured Parties, all the Stock of each of the Borrower and Access Phase 2, and (B) after the Closing Date, to the extent required and within the time limits set forth (including any applicable grace or cure periods) in the other Loan Documents, Cinedigm, as the Limited Recourse Pledgor, in relation to any new Subsidiaries of Cinedigm (subject to Section 6(xi) hereof), in each case, engaged in the Servicing Business, will (in accordance with the Limited Recourse Pledge Agreement), pledge all the Stock of each of its Domestic Subsidiaries and each of its Foreign Subsidiaries (to the extent such Foreign Subsidiary is not a “controlled foreign corporation” within the meaning of Section 957(a) of the Code), and 66%   of the issued and outstanding Voting Stock and 100% of the outstanding non-voting Stock of each of its Foreign Subsidiaries that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code, directly held by Cinedigm, in each case formed or otherwise purchased or acquired after the Closing Date, to the extent, in the case of all of the pledges described in this sub-clause (B), the applicable Subsidiary is not a “Loan Party” (as defined in the CDF1 Credit Agreement) or a “Loan Party” (as defined in the CDF2 Credit Agreement);
 
(viii)            Phase II SocGen MSA .  Cinedigm, will within thirty (30) Business Days of the Closing Date, (x) use its commercially reasonable efforts to obtain an amendment and restatement of the Phase II SocGen MSA that will transfer all right, title and interest of the
 

 
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Parent in and to the Phase II SocGen MSA, such that the Borrower will be the administrative servicer thereunder (and Cinedigm agrees that such commercially reasonable efforts are defined to include the efforts that a reasonable Person in the position of Cinedigm would use to obtain the amendment and restatement of the Phase II SocGen MSA as expeditiously as possible, which shall not include the payment of fees or other monies) and (y) if such an amendment and restatement is obtained, deliver true, correct and complete copies of all consents, waivers, acknowledgements and other agreements from any Loan Party or third parties which the Administrative Agent or the Collateral Agent may deem necessary in order to permit such transfer to occur;
 
(ix)            Management Services Agreement .  Unless the Administrative Agent shall otherwise agree in writing and subject to Section 6(b)(xi) hereof, Cinedigm shall cause each Management Services Agreement entered into after the Closing Date to which Cinedigm or any of its Subsidiaries is proposed to be a party to name the Borrower (or a direct, wholly-owned Subsidiary of the Borrower only in the event that the Administrative Agent shall have consented in writing), as applicable, as the manager or administrative servicer thereunder, with the Borrower (or such direct wholly-owned Subsidiary, as applicable), being entitled to the receipt of all Servicing Fees, Incentive Servicing Fees and other fees payable to the manager or the administrative servicer thereunder;
 
(x)            Compliance with ERISA .  Cinedigm shall ensure that no ERISA Affiliate shall cause or suffer to exist (a) any event that could result in the imposition of a Lien with respect to any Title IV Plan or Multiemployer Plan or (b) any other   ERISA Event, that would, in the aggregate, have a Material Adverse Effect;
 
(xi)            Servicing Business .  Cinedigm agrees that, with respect to the Servicing Business, all new Subsidiaries conducting the Servicing Business shall be direct, wholly-owned Subsidiaries of the Borrower (or wholly-owned Subsidiaries of Cinedigm, only if consented to by the Administrative Agent in writing in advance of the formation or acquisition of any such Subsidiary by Cinedigm conducting the Servicing Business) subject, in each case, to the requirements set forth in Sections 7.08 and 7.09 of the Term Loan Agreement and as set forth above under Sections 6(b)(vi) and 6(b)(vii) ; and
 
(xii)           Triggering Event .  If, at any time, the Borrower elects not to make a voluntary prepayment with CDF1 Excess Cash Flow on any Payment Date on or after the Discharge of the CDF1 Credit Agreement Obligations (each, a “ Triggering Event ”), as requested by the Administrative Agent or the Collateral Agent, either (x) the Parent will, and will cause each of the Borrower and CDF1 to or (y) the Collateral Agent will, cause each of the Parent and its applicable Subsidiaries to, pursuant to the Powers of Attorney, immediately enter into the Replacement Phase I MSA.  Notwithstanding anything in this Agreement or in any other Loan Document, the Collateral Agent is entitled to specific performance with respect to this Section 6(b)(xii) .
 
7.            Certain Certifications .  In order to induce the Lenders to fund the Term Loans under the Term Loan Agreement, the Guarantor hereby agrees to deliver to the Collateral Agent and the Administrative Agent on the Closing Date a certificate, duly executed and delivered by
 

 
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the Guarantor’s secretary or assistant secretary, certifying as to (and attaching the relevant document where applicable):
 
(a)           the Guarantor’s Constituent Documents, as amended, modified or supplemented as of the Closing Date, certified by the appropriate officer or official body of the jurisdiction of organization of the Guarantor;
 
(b)           resolutions of the Guarantor’s Board then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of the Loan Documents applicable to the Guarantor and the execution, delivery and performance of each Loan Document, in each case to be executed by the Guarantor;
 
(c)           the incumbency and specimen signatures of its Authorized Officers; and
 
(d)           the good standing certificate of the Guarantor in the jurisdiction of organization of the Guarantor, with such good standing certificate dated as of a date no more than thirty (30) days prior to the Closing Date, such certificate to be issued by the appropriate officer or official body of the jurisdiction of organization of the Guarantor.
 
Such certificate shall provide that the Collateral Agent, the Administrative Agent and each Secured Party may conclusively rely thereon until the Collateral Agent, the Administrative Agent and Secured Parties shall have received a further certificate of the secretary or assistant secretary, as applicable, of such Person canceling or amending the prior certificate of the Guarantor as provided in Section 7(c) .
 
8.            General Provisions .
 
(a)            Fully Recourse .  All of the terms and provisions of this Agreement are recourse obligations of the Guarantor to the extent expressly set forth in this Agreement.
 
(b)            Survival .  This Agreement shall be deemed to be continuing in nature and shall remain in full force and effect and shall survive the exercise of any remedy by the Administrative Agent or the Collateral Agent under the Limited Recourse Pledge Agreement, the Security Agreement or any of the other Loan Documents.
 
(c)            No Subrogation; No Recourse Against Collateral Agent .  The Guarantor subordinates and agrees not to exercise any rights against the Borrower or any other Loan Party which it may acquire by way of subrogation or contribution, by any payment made hereunder or otherwise, until all of the Guaranteed Obligations shall have been irrevocably paid in full and all Commitments have been terminated.  If any amount shall be paid to Cinedigm on account of such subrogation or contribution rights at any time when any Guaranteed Obligation or Commitment is outstanding, such amount shall be held in trust for the benefit of the Collateral Agent and shall forthwith be paid to the Collateral Agent to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Term Loan Agreement.  Furthermore, the Guarantor shall not have any right of recourse against the Collateral Agent by reason of any action the Collateral Agent may take or omit to take under the provisions of this Agreement or under the provisions of any other Loan Documents except
 

 
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solely to the extent that any Loan Party would have a right of recourse under the express provisions of the Loan Documents.
 
(d)            Reservation of Rights .  Nothing contained in this Agreement shall prevent or in any way diminish or interfere with any rights or remedies, including, without limitation, the right to contribution, which the Collateral Agent may have against the Borrower, Access Phase 2, or any other Loan Party, the Guarantor or any other party under any Applicable Laws, all such rights being hereby expressly reserved.
 
(e)            Rights Cumulative; Payments .  The Collateral Agent’s rights under this Agreement shall be in addition to all rights of the Collateral Agent and Administrative Agent under the other Loan Documents.
 
(f)            Certain Actions .  Guarantor hereby consents and agrees that the Collateral Agent may at any time and from time to time without further consent from the Guarantor do any of the following events, and the liability of the Guarantor to the extent set forth in this Agreement shall be unconditional and absolute and shall in no way be impaired or limited by any of the following events, whether occurring with or without notice to the Guarantor or with or without consideration:  (i) any extensions of time for performance required by any of the Loan Documents or extension or renewal of the Term Loan Agreement; (ii) any sale, assignment or foreclosure of the Term Loan Agreement or any of the other Loan Documents; (iii) any change in the composition of the Borrower, Access Phase 2 or any other Loan Party including, without limitation, the withdrawal or removal of the Guarantor from any current or future position of ownership, management or control of the Borrower, Access Phase 2 or any other Loan Party; (iv) the accuracy or inaccuracy of the representations and warranties made by the Guarantor herein or any other Loan Document or by the Borrower, Access Phase 2 or any other Loan Party in any of the Loan Documents; (v) the release of the Borrower, Access Phase 2, any other Loan Party or of any other Person or entity from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, the Collateral Agent’s or Administrative Agent’s voluntary act or otherwise; (vi) the release or substitution in whole or in part of any security for the Term Loans; (vii) the Collateral Agent’s or Administrative Agent’s failure to file any financing statement (or the Collateral Agent’s or the Administrative Agent’s improper recording or filing thereof) or to otherwise perfect, protect, secure or insure any Lien or security interest given as security for the Term Loans; (viii) the modification of the terms of any one or more of the Loan Documents; or (ix) the taking or failure to take any action of any type whatsoever.  No such action which the Collateral Agent or the Administrative Agent shall take or fail to take in connection with the Loan Documents or any Collateral, nor any course of dealing with the Borrower, Access Phase 2, any other Loan Party or any other Person, shall limit, impair or release the Guarantor’s obligations hereunder, affect this Agreement in any way or afford the Guarantor any recourse against the Collateral Agent or Administrative Agent.  Nothing contained in this Section shall be construed to require the Collateral Agent or the Administrative Agent to take or refrain from taking any action referred to herein.
 
(g)            Severability .  All provisions of this Agreement are severable, and the unenforceability or invalidity of any of the provisions of this Agreement shall not affect the validity or enforceability of the remaining provisions of this Agreement.  Should any part of this
 

 
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Agreement be held invalid or unenforceable in any jurisdiction, the invalid or unenforceable portion or portions shall be removed (and no more) only in that jurisdiction, and the remainder shall be enforced as fully as possible (removing the minimum amount possible) in that jurisdiction.  In lieu of such invalid or unenforceable provision, the parties hereto will negotiate in good faith to add as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.
 
(h)            Integration .  This Agreement and the other Loan Documents contain the entire agreement of the parties with respect to the subject matter hereof and thereof and supersede all prior negotiations, agreements and understandings with respect thereto, both written and oral.  This Agreement may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.  There are no unwritten or oral agreements between the parties.  When this Agreement or any other Loan Document refers to a party’s “sole discretion”, such phrase means that party’s sole and absolute discretion as to process and result, which shall be final for all purposes hereunder, to be exercised (to the fullest extent the law permits) for any reason, subject to no standard of reasonableness or review and part of no claim before any court, arbitrator or other tribunal or forum or otherwise.
 
(i)            Amendments in Writing .  No amendment, waiver or consent under this Agreement shall be effective unless the same shall be executed in accordance with the provisions of Section 11.01 of the Term Loan Agreement which are incorporated herein by this reference, mutatis mutandis with such provisions applying to Cinedigm as if it were the Borrower thereunder.
 
(j)            Notices .  All notices and other communications provided for herein shall be (i) in writing, (ii) delivered and deemed received in accordance with the procedures set forth in Section 11.02 of the Term Loan Agreement and (iii) addressed to the parties at the address, facsimile number or email address provided therein or, in the case of the Guarantor, as set forth on the signature pages hereto.  Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice to all of the other parties hereto in accordance with the foregoing.
 
(k)            Successors and Assigns .  This Agreement shall be binding upon the successors and assigns of Cinedigm and shall inure to the benefit of each Secured Party and their successors and assigns to the extent permitted by Section 11.06 of the Term Loan Agreement; provided , however , that Cinedigm may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent and, in any event, any assignment, transfer or delegation of Cinedigm’s rights or obligations under this Agreement shall be subject to the terms and provisions of the Term Loan Agreement.
 
(l)            Counterparts; Effectiveness .  THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN SECTIONS 11.02(d) AND 11.10 OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.
 
(m)            Governing Law .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR
 

 
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RELATING TO THIS AGREEMENT, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).
 
(n)            Jurisdiction; Venue; Service Of Process; Jury Trial Waiver .  THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN ARTICLE XII OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
 
(o)            Waiver of Acceptance .  Guarantor hereby waives any acceptance of this Agreement by the Collateral Agent, and this Agreement shall immediately be binding upon the Guarantor.
 
(p)            Captions for Convenience .  The captions and headings of the sections and paragraphs of this Agreement are for convenience of reference only and shall not be construed in interpreting the provisions hereof.
 
(q)            Successive Actions .  A separate right of action hereunder shall arise each time the Collateral Agent or the Administrative Agent acquires knowledge of any matter indemnified or guaranteed by Guarantor under this Agreement.  Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from time to time.  No action hereunder shall preclude any subsequent action, and Guarantor hereby waives and covenants not to assert any defense in the nature of splitting of causes of action or merger of judgments.
 
(r)            Reliance .  The Guarantor hereby acknowledges that the Lenders would not make the Term Loans to the Borrower without this Agreement and the guaranty provided by the Guarantor hereunder.  Accordingly, the Guarantor intentionally and unconditionally enters into the covenants and agreements as set forth above and understands that, in reliance upon and in consideration of such covenants and agreements, the Term Loans shall be made and, as part and parcel thereof, specific monetary and other obligations have been, are being and shall be entered into which would not be made or entered into but for such reliance.
 
(s)            Waiver by Guarantor .  The Guarantor covenants and agrees that, upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against the Borrower, Access Phase 2 or any Loan Party, the Guarantor shall not seek or cause the Borrower, Access Phase 2, any other Loan Party or any other Person or entity to seek a supplemental stay or other relief, whether injunctive or otherwise, pursuant to 11 U.S.C. § 105 or any other provision of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law, (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of the Collateral Agent to enforce any rights of the Collateral Agent against the Guarantor or the Collateral by virtue of this Agreement or otherwise.
 

 
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(t)            Due Authorization and Execution .  This Agreement has been duly executed and delivered and constitutes the valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and the effects of general principles of equity.  The execution, delivery and performance of this Agreement by the Guarantor will not violate any provisions of Applicable Law, any order of any court or Governmental Authority or the Constituent Documents of the Guarantor.
 
(u)            Loan Document .  This Agreement is a Loan Document executed pursuant to the Term Loan Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.
 
[Signatures pages follow.]
 

 
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IN WITNESS WHEREOF , the Guarantor has caused this Limited Recourse Guaranty Agreement to be duly executed as of the date first above written.
 
CINEDIGM DIGITAL CINEMA CORP. ,
 
     
as Guarantor and as “Cinedigm”
 
     
By:
  /s/ Gary S. Loffredo  
Name:
  Gary S. Loffredo  
Title:
  President of Digital Cinema, General Counsel
  and Secretary
 
   
     
 
 
 
 
   ADDRESS FOR NOTICES:
   902 Broadway
   9th Floor
   New York, NY 10010
   Attention: General Counsel
   Facsimile No.: 212-206-9001/424-281-5401
   Email: gloffredo@cinedigm.com
   amizel@cinedigm.com
   jbrownson@cinedigm.com
   
    with a copy to:
 
   Kelley Drye & Warren LLP
   101 Park Avenue
   New York, NY 10178
   Attention: Jonathan K. Cooperman, Esq. and
   Merrill B. Stone, Esq.
   Facsimile No.: (212) 808-7897
 

Signature Page to Limited Recourse Guaranty Agreement
 
 
 

ACCEPTED AND AGREED
as of the date first above written:
   
PROSPECT CAPITAL CORPORATION
   
as Collateral Agent and Administrative Agent
   
   
By:
  /s/ M. Grier Eliasek
Name:
  M. Grier Eliasek
Title:
  President and Chief Operating Officer
 
 
 
 
 
 
 
Signature Page to Limited Recourse Guaranty Agreement
 
 
EXHIBIT 10.1

 
 
AMENDMENT AND RESTATEMENT
 
DATED AS OF FEBRUARY 28, 2013
 
OF THE $172,500,000 CREDIT AGREEMENT
 
DATED AS OF MAY 6, 2010
 
AMONG
 
CINEDIGM DIGITAL FUNDING I, LLC
 
AS THE BORROWER,
 
SOCIÉTÉ GÉ   NÉRALE, NEW YORK BRANCH,
 
AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT,
 
NATIXIS, NEW YORK BRANCH, AS SYNDICATION AGENT,
 
AND
 
THE LENDERS PARTY HERETO
 
SG AMERICAS SECURITIES, LLC,
AS SOLE LEAD ARRANGER AND SOLE BOOKRUNNER
 



 

 
 
 
TABLE OF CONTENTS
Page
 


ARTICLE I.
 
DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS
 
 
Section 1.1.
 
Defined Terms
 
 
Section 1.2.
 
UCC Terms
 
 
Section 1.3.
 
Accounting Terms and Principles
 
 
Section 1.4.
 
Payments
 
 
Section 1.5.
 
Interpretation
 
 
ARTICLE II.
 
THE FACILITIES
 
 
Section 2.1.
 
Term Loan Commitments
 
 
Section 2.2.
 
Borrowing Procedures
 
 
Section 2.3.
 
Repayment of Obligations
 
 
Section 2.4.
 
Voluntary Prepayments
 
 
Section 2.5.
 
Mandatory Prepayments
 
 
Section 2.6.
 
Interest
 
 
Section 2.7.
 
Conversion and Continuation Options
 
 
Section 2.8.
 
Fees
 
 
Section 2.9.
 
Application of Payments
 
 
Section 2.10.
 
Payments and Computations
 
 
Section 2.11.
 
Evidence of Debt
 
 
Section 2.12.
 
Suspension of Eurodollar Rate Option
 
 
Section 2.13.
 
Breakage Costs; Increased Costs; Capital Requirements
 
 
Section 2.14.
 
Taxes
 
 
Section 2.15.
 
Substitution of Lenders
 
 
ARTICLE III.
 
CONDITIONS TO TERM LOANS
 
 
Section 3.1.
 
Conditions Precedent to Term Loans
 
 
Section 3.2.
 
Determinations of Initial Borrowing Conditions
 
 
ARTICLE IV.
 
REPRESENTATIONS AND WARRANTIES
 
 
Section 4.1.
 
Corporate Existence; Compliance with Law
 
 
Section 4.2.
 
Power and Authority; No Conflicts; Due Execution, Delivery and Enforceability
 
 
Section 4.3.
 
Ownership of Group Members
 
 
Section 4.4.
 
Financial Statements
 
 
Section 4.5.
 
Material Adverse Effect
 
 
Section 4.6.
 
Solvency
 
 
 

 
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TABLE OF CONTENTS
(CONTINUED)
 
Page
 
Section 4.7.
 
Litigation
 
 
Section 4.8.
 
Taxes
 
 
Section 4.9.
 
Margin Regulations
 
 
Section 4.10.
 
No Burdensome Obligations; No Defaults
 
 
Section 4.11.
 
Investment Company Act
 
 
Section 4.12.
 
Labor Matters
 
 
Section 4.13.
 
ERISA
 
 
Section 4.14.
 
Environmental Matters
 
 
Section 4.15.
 
Intellectual Property
 
 
Section 4.16.
 
Title; Real Property
 
 
Section 4.17.
 
Full Disclosure
 
 
Section 4.18.
 
Deposit and Disbursement Accounts
 
 
Section 4.19.
 
Agreements and Other Documents
 
 
Section 4.20.
 
DCI Spec Compliance
 
 
Section 4.21.
 
Material Digital Cinema Deployment Agreements
 
 
ARTICLE V.
 
FINANCIAL COVENANTS
 
 
Section 5.1.
 
Maximum Consolidated Leverage Ratio
 
 
Section 5.2.
 
Minimum Consolidated Fixed Charge Coverage Ratio
 
 
ARTICLE VI.
 
REPORTING COVENANTS
 
 
Section 6.1.
 
Financial Statements
 
 
Section 6.2.
 
Other Events
 
 
Section 6.3.
 
Copies of Notices and Reports
 
 
Section 6.4.
 
Taxes
 
 
Section 6.5.
 
Labor Matters
 
 
Section 6.6.
 
ERISA Matters
 
 
Section 6.7.
 
Environmental Matters
 
 
Section 6.8.
 
Other Information
 
 
ARTICLE VII.
 
AFFIRMATIVE COVENANTS
 
 
Section 7.1.
 
Maintenance of Corporate Existence
 
 
Section 7.2.
 
Compliance with Laws, Etc
 
 
Section 7.3.
 
Payment of Obligations
 
 
Section 7.4.
 
Maintenance of Property
 
 
 

 
-ii-
 
TABLE OF CONTENTS
(CONTINUED)
 
Page
 
Section 7.5.
 
Maintenance of Insurance
 
 
Section 7.6.
 
Keeping of Books
 
 
Section 7.7.
 
Access to Books and Property; Audit Rights
 
 
Section 7.8.
 
Environmental
 
 
Section 7.9.
 
Use of Proceeds
 
 
Section 7.10.
 
Additional Collateral and Guaranties
 
 
Section 7.11.
 
Cash Management and Waterfall
 
 
Section 7.12.
 
Required Hedging
 
 
Section 7.13.
 
Corporate Separateness
 
 
Section 7.14.
 
Digital Cinema Deployment Agreements
 
 
Section 7.15.
 
Exhibitor Agreements
 
 
Section 7.16.
 
DCI Spec Compliance
 
 
Section 7.17.
 
Certificates of Insurance
 
 
Section 7.18.
 
Management Services Agreement
 
 
ARTICLE VIII.
 
NEGATIVE COVENANTS
 
 
Section 8.1.
 
Indebtedness
 
 
Section 8.2.
 
Liens
 
 
Section 8.3.
 
Investments
 
 
Section 8.4.
 
Asset Sales; Stock Issuances
 
 
Section 8.5.
 
Restricted Payments
 
 
Section 8.6.
 
Prepayment of Indebtedness
 
 
Section 8.7.
 
Fundamental Changes
 
 
Section 8.8.
 
Change in Nature of Business
 
 
Section 8.9.
 
Transactions with Affiliates
 
 
Section 8.10.
 
Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments
 
 
Section 8.11.
 
Modification of Certain Documents
 
 
Section 8.12.
 
Accounting Changes; Fiscal Year
 
 
Section 8.13.
 
Margin Regulations
 
 
Section 8.14.
 
Compliance with ERISA
 
 
Section 8.15.
 
Hazardous Materials
 
 
Section 8.16.
 
Capital Expenditures
 
 
Section 8.17.
 
No Foreign Subsidiaries
 
 
 
 
-iii-
 
TABLE OF CONTENTS
(CONTINUED)
 
Page
 
Section 8.18.
 
Bank Accounts
 
 
ARTICLE IX.
 
EVENTS OF DEFAULT
 
 
Section 9.1.
 
Events of Default
 
 
Section 9.2.
 
Remedies
 
 
Section 9.3.
 
Option to Purchase Obligations
 
 
ARTICLE X.
 
THE AGENTS
 
 
Section 10.1.
 
Appointment and Authorization of the Agents
 
 
Section 10.2.
 
Binding Effect
 
 
Section 10.3.
 
Use of Discretion
 
 
Section 10.4.
 
Delegation of Rights and Duties
 
 
Section 10.5.
 
Reliance and Liability
 
 
Section 10.6.
 
Agents Individually
 
 
Section 10.7.
 
Lender Credit Decision
 
 
Section 10.8.
 
Expenses; Indemnities
 
 
Section 10.9.
 
No Other Duties
 
 
Section 10.10.
 
Resignation of Collateral Agent
 
 
Section 10.11.
 
Resignation of Administrative Agent
 
 
Section 10.12.
 
Release of Collateral or Guarantors
 
 
Section 10.13.
 
Additional Secured Parties
 
 
Section 10.14.
 
Removal of Agents
 
 
ARTICLE XI.
 
MISCELLANEOUS
 
 
Section 11.1.
 
Amendments, Waivers, Etc
 
 
Section 11.2.
 
Assignments and Participations; Binding Effect
 
 
Section 11.3.
 
Costs and Expenses
 
 
Section 11.4.
 
Indemnities
 
 
Section 11.5.
 
Survival
 
 
Section 11.6.
 
Limitation of Liability for Certain Damages
 
 
Section 11.7.
 
Lender-Creditor Relationship
 
 
Section 11.8.
 
Right of Setoff
 
 
Section 11.9.
 
Sharing of Payments, Etc
 
 
Section 11.10.
 
Marshaling; Payments Set Aside
 
 
Section 11.11.
 
Notices
 
 
 
 
-iv-
 
TABLE OF CONTENTS
(CONTINUED)
 
Page
 
Section 11.12.
 
Electronic Transmissions
 
 
Section 11.13.
 
Governing Law
 
 
Section 11.14.
 
Jurisdiction
 
 
Section 11.15.
 
WAIVER OF JURY TRIAL
 
 
Section 11.16.
 
Severability
 
 
Section 11.17.
 
Execution in Counterparts
 
 
Section 11.18.
 
Entire Agreement
 
 
Section 11.19.
 
Use of Name
 
 
Section 11.20.
 
Non-Public Information; Confidentiality
 
 
Section 11.21.
 
USA Patriot Act; OFAC
 
 
Section 11.22.
 
Amendment and Restatement
 
 


 
-v-
 
TABLE OF CONTENTS
(CONTINUED)

SCHEDULES
 
Schedule I
–
Term Loan Commitments
Schedule II
–
Addresses for Notices
Schedule 4.2
–
Governmental Permits
Schedule 4.3
–
Ownership of Group Members and Subsidiaries
Schedule 4.13
–
ERISA
Schedule 4.14
–
Environmental Matters
Schedule 4.16
–
Real Property
Schedule 4.19
–
Agreements and Other Documents
Schedule 4.21
–
Distributors - Material Digital Cinema Deployment Agreements
Schedule 7.5
–
Insurance
Schedule 8.1
–
Existing Indebtedness
Schedule 8.2
–
Existing Liens
Schedule 8.3
–
Existing Investments
Schedule 9.1(i)
–
Distributors
Schedule 9.1(k)
–
Intercompany Agreements
 
EXHIBITS
 
Exhibit A-1
–
Form of Assignment
Exhibit A-2
-
Form of Term Loan Purchase Assignment
Exhibit B
–
Form of Note
Exhibit C
–
Form of Notice of Borrowing
Exhibit D
–
Form of Notice of Conversion or Continuation
Exhibit E
–
Form of Compliance Certificate
Exhibit F
–
Form of Guaranty and Security Agreement
Exhibit G
–
Form of Exhibitor Agreement
Exhibit H
–
Form of Service Agreement
Exhibit I
--
Form of Tax Forms

 

 
-vi-
 

AMENDED AND RESTATED CREDIT AGREEMENT
 
This AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 28, 2013, is entered into among CINEDIGM DIGITAL FUNDING I, LLC, a Delaware limited liability company (the “ Borrower ”), the Lenders, and SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH (“ SG ”), as Administrative Agent and Collateral Agent.
 
The parties hereto agree as follows:
 
ARTICLE I.
DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS
 
Section 1.1.     Defined Terms .  As used in this Agreement, the following terms have the following meanings:
 
“ Accrued Default Interest ” has the meaning specified in Section 2.6(c) .
 
“ Administrative Agent ” means SG, in its capacity as administrative agent under the Loan Documents or any successor to SG in such capacity.
 
“ Administrative Servicer ” means Cinedigm, in its capacity as administrative servicer under the Management Services Agreement or any successor administrative servicer appointed in accordance with the terms of the Management Services Agreement, Back-Up Servicer Agreement, if applicable, and this Agreement.
 
“ Affected Lender ” has the meaning specified in Section 2.15(a) .
 
“ Affiliate ” means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person and any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided , however , that no Secured Party shall be an Affiliate of the Borrower.  For purpose of this definition, “ control ” means the possession of either (a) the power to vote, or the beneficial ownership of, 10% or more of the Voting Stock of such Person or (b) the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.
 
“ Agents ” means, collectively, the Collateral Agent and the Administrative Agent, and “ Agent ” means any of them.
 
“ Agreement ” means this Amended and Restated Credit Agreement.
 
“ Applicable Margin ”   means a percentage equal to (a) with respect to Base Rate Loans, 1.75% per annum and (b) with respect to Eurodollar Rate Loans, 2.75% per annum.
 
“ Approved Exhibitor ” means (a) an operator of cinema complexes operating Installed Digital Systems as of the Closing Date and (b) each operator in whose theaters Digital Systems are installed subsequently approved by Cinedigm in accordance with its underwriting criteria in effect as of the Closing Date (or as updated in a manner reasonably acceptable to the Administrative Agent) and reasonably acceptable to the Administrative Agent.
 

 
 
 

“ Approved Fund ” means, with respect to any Lender, any Person (other than a natural Person) that (a) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (b) is advised or managed by (i) such Lender, (ii) any Affiliate of such Lender or (iii) any Person (other than an individual) or any Affiliate of any Person (other than an individual) that administers or manages such Lender.
 
“ Arranger ” means SG Americas Securities, LLC, in its capacity as sole lead arranger and sole bookrunner with respect to this Agreement.
 
“ Assignment ” means an assignment agreement entered into by a Lender, as assignor, and any prospective assignee thereof and accepted by the Administrative Agent, in substantially the form of Exhibit A-1 .
 
“ Back-Up Servicer ” means Christie Digital Systems USA, Inc.
 
“ Back-Up Servicer Agreement ” means the Back-Up Servicer Agreement, dated as of February 28, 2013, between the Back-Up Servicer and the Borrower.
 
“ Back-Up Services Expenses ” means the fees and expenses payable to the Back-Up Servicer for the Back-up Services (as defined in the Back-Up Servicer Agreement) under the Back-Up Servicer Agreement.
 
“ Base Rate” means, for any day, a rate per annum equal to the highest of (a) the rate last quoted by The Wall Street Journal as the “base rate on corporate loans posted by at least 75% of the nation’s largest banks” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519)(Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent), (b) the sum of 0.50% per annum and the Federal Funds Rate, and (c)  the sum of (i) the Eurodollar Rate (based on an Interest Period of one month determined two (2) Business Days prior to such day) plus (ii) 1.00%. Any change in the Base Rate due to a change in any of the foregoing shall be effective on the effective date of such change in the “base” rate, the Federal Funds Rate or Eurodollar Rate for an interest period of one month, as the case may be.
 
“ Base Rate Loan ” means any Term Loan that bears interest based on the Base Rate.
 
“ Benefit Plan ” means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise) to which any Group Member incurs or otherwise has any obligation or liability, contingent or otherwise.
 
“ Borrower ” has the meaning specified in the preamble hereto.
 
“ Borrowing ” means a borrowing consisting of Term Loans made on the same day by the Lenders according to their respective Term Loan Commitments.
 

 
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“ Budget ” means, with respect to any period, an annual operating budget for the Group Members, including an income statement, balance sheet and statement of cash flows, including all line item categories, line items and cumulative amounts (with a detailed breakout of Capital Expenditures), details and a statement of underlying assumptions and estimates, in form and substance reasonably satisfactory to the Administrative Agent based upon a good faith determination.
 
“ Business Day ” means any day of the year that is not a Saturday, Sunday or a day on which banks are required or authorized to close in New York City and, when determined in connection with notices and determinations in respect of any Eurodollar Rate or Eurodollar Rate Loan or any funding, conversion, continuation, Interest Period or payment of any Eurodollar Rate Loan, that is also a day on which dealings in Dollar deposits are carried on in the London interbank market.
 
“ Capital Expenditures ” means, for any Person for any period, the aggregate of all expenditures, whether or not made through the incurrence of Indebtedness, by such Person and its Subsidiaries during such period for the purchase, acquisition, leasing (pursuant to a Capital Lease), receipt, delivery, construction, installation, replacement, repair, redeployment, substitution or improvement of fixed or capital assets or additions to such assets (other than exchanges of Digital Systems, or components thereof, in connection with system upgrades, including any cash expenditures made in connection therewith to the extent not paid by a Loan Party, which shall not constitute Capital Expenditures for any purpose hereunder), in each case required to be capitalized under GAAP on a Consolidated balance sheet of such Person, excluding interest capitalized during construction.
 
“ Capital Lease ” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any property (whether real, personal or mixed) by such Person as lessee that has been or is required to be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP.
 
“ Capitalized Lease Obligations ” means, at any time, with respect to any Capital Lease, any lease entered into as part of any Sale and Leaseback Transaction or any synthetic lease of any Person, the amount of all obligations of such Person that is (or that would be required to be, if such synthetic lease or other lease were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in accordance with GAAP.
 
“ Cash Collateral Account ” means a deposit account or securities account in the name of the Borrower and under the exclusive “control” (as defined in the applicable UCC) of the Collateral Agent and (a) in the case of a deposit account, from which the Borrower may not make withdrawals except as permitted by the Collateral Agent and (b) in the case of a securities account, with respect to which the Collateral Agent shall be the entitlement holder and the only Person authorized to give (or to authorize another Person to give) entitlement orders with respect thereto.
 
“ Cash Equivalents ” means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency of the United States federal government the obligations of which are fully
 

 
-3-
 

backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any Dollar-denominated time deposit, certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by any Lender or any commercial bank that is, in each case, rated investment grade by both S&P and Moody’s, (e) interests in any money market fund registered under the Investment Company Act of 1940 that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a) , (b) , (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided , however , that the maturities of all obligations specified in any of clauses (a) through (d) above shall not exceed 365 days and (f) other cash equivalents determined by the Administrative Agent to have a risk equivalent to items rated at least “A-1” by S&P or “P-1” by Moody’s and otherwise acceptable from time to time to the Administrative Agent.
 
“ Cash Expense Report ” means a report delivered pursuant to Section 6.1(j)
 
“ Cash Management Accounts ” has the meaning set forth in Section 7.11 .
 
“ CERCLA ” means the United States Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.).
 
“ Change of Control ” means the occurrence of any of the following:  (a) Cinedigm shall cease to own and control legally and beneficially, either directly or through a Wholly Owned Subsidiary, a majority of the economic and voting rights associated with ownership of the outstanding Voting Stock of all classes of Voting Stock of Holdings (provided that the pledge by Cinedigm or a Wholly Owned Subsidiary thereof of all of the Voting Stock of Holdings on the Closing Date to secure debt obligations incurred by Cinedigm or such Wholly Owned Subsidiary thereof on the Closing Date or the refinancing thereof shall not constitute a Change of Control, provided that no foreclosure, transfer or exercise on such pledge is occurring), (b) Holdings shall cease to own and control legally and beneficially a majority of the economic and voting rights associated with ownership of the outstanding Voting Stock of all classes of Voting Stock of Christie, (c) Christie shall cease to own and control legally and beneficially a majority of the economic and voting rights associated with ownership of the outstanding Voting Stock of all classes of Voting Stock of the Borrower or (d) any “change of control” (however defined) shall occur under the terms of any Material Digital Cinema Deployment Agreement that permits the termination of such Material Digital Cinema Deployment Agreement; provided , that, (i) in the case of clauses (b) and (c) above, it shall be a condition to the Sale by Holdings or Christie (or any subsequent owner) of any of the Voting Stock of Christie or the Borrower, as the case may be, that the same be pledged to the Collateral Agent, for the benefit of the Secured Parties, to secure the Obligations and (ii) any of the foregoing which is consented to in advance in writing by the Required Lenders in their sole discretion shall not constitute an Event of Default under Section 9.1(h) .
 

 
-4-
 

“ Christie ” means Christie/AIX, Inc., a Delaware corporation.
 
“ Cinedigm ” means Cinedigm Digital Cinema Corp., a Delaware corporation.
 
“ Closing Date ” means the date on which the conditions precedent set forth in Section 3.1 have been satisfied.
 
 
“ Closing Date Servicing Fee Payment ” means a payment by the Borrower to Cinedigm on the Closing Date in an amount which represents (i) a prepayment of the Servicing Fee and Incentive Servicing Fee, as agreed upon between the Administrative Agent and Cinedigm, payable under the Management Services Agreement (as defined in the Existing Facility) for the February 2013 collection period under such agreement and (ii) a payment of accrued and unpaid Incentive Servicing Fees from May 6, 2010, until the effective date of the Amended and Restated Management Services Agreement.
 
“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.
 
“ Collateral ” means (a) in the case of Holdings or Christie, all Securities of Christie or the Borrower and the proceeds thereof on a non-recourse basis (other than to the extent of remedies expressly provided under the Loan Documents to which Holdings or Christie is a party) and (b) in the case of any other Loan Party, all property and interests in property and proceeds thereof now owned or hereafter acquired by such Loan Party in or upon which a Lien is granted or purported to be granted pursuant to any Loan Document.
 
“ Collateral Agent ” means SG in its capacity as collateral agent under the Loan Documents or any successor collateral agent.
 
“ Collection Account ” means the Cash Collateral Account identified as the “Collection Account” in Section 7.11 and any replacement Cash Collateral Account with a depository bank that is, or whose holding company is, rated at least BBB- by S&P and at least Baa3 by Moody’s reasonably requested by the Borrower and acceptable to the Administrative Agent and the Collateral Agent.
 
“ Compliance Certificate ” means a certificate substantially in the form of Exhibit E .
 
“ Connection Income Taxes ” means with respect to any Secured Party, Taxes imposed on its net income or that are franchise Taxes or branch profits Taxes arising solely as a result of a present or former connection between such Secured Party and the jurisdiction imposing such Taxes (other than connections arising which are related to a Secured Party being a party to any Loan Document).
 
“ Consents ” mean a consent from each Distributor party to a Digital Cinema Deployment Agreement, in form and substance acceptable to the Administrative Agent.
 
“ Consolidated ” means, with respect to any Person, the financial results of such Person and its Subsidiaries consolidated in accordance with GAAP.
 

 
-5-
 

“ Consolidated Cash Interest Expense ” means, with respect to the Borrower and its Subsidiaries on a Consolidated basis for any period, the Consolidated Interest Expense for such period less the sum of, in each case to the extent included in the definition of Consolidated Interest Expense, (a) the amortized amount of debt discount and debt issuance costs, (b) charges relating to write-ups or write-downs in the book or carrying value of existing Consolidated Total Debt, (c) interest payable in issuances of Indebtedness or by addition to the principal of the related Indebtedness and (d) other non-cash interest expense.
 
“ Consolidated Debt Service ” means, with respect to the Borrower and its Subsidiaries on a Consolidated basis as of any date of determination, the sum of (a) Consolidated Cash Interest Expense for the four Fiscal Quarter period most recently ended and (b) the product of (i) scheduled principal payments on Consolidated Total Debt for the Fiscal Quarter ending on such date and (ii) four.
 
 “ Consolidated EBITDA ” means, with respect to the Borrower and its Subsidiaries on a Consolidated basis as of any date of determination, revenues determined in accordance with GAAP for the four Fiscal Quarter period most recently ended minus (a) extraordinary and non-recurring revenues during such period, (b) all operating expenses paid or, without duplication, payable in cash during such period and (c) the Servicing Fee or Incentive Servicing Fee, if any, paid or, without duplication, payable for such period (but, in any case, without the deduction of any accrued Servicing Fees or Incentive Servicing Fees which are not payable in cash).
 
  “ Consolidated Fixed Charge Coverage Ratio ” means, with respect to the Borrower and its Subsidiaries on a Consolidated basis as of any date of determination, the ratio of (a) Consolidated EBITDA to (b) Consolidated Fixed Charges.
 
“ Consolidated Fixed Charges ” means, with respect to the Borrower and its Subsidiaries on a Consolidated basis as of any date of determination, the sum of (a) Consolidated Debt Service, plus (b) Capital Expenditures made by the Borrower and its Subsidiaries during the four Fiscal Quarter period most recently ended and (c) Consolidated Income Tax Liability in respect of the four Fiscal Quarter period most recently ended.
 
“ Consolidated Income Tax Liability ” means, for any Person for any period, the total liability for United States federal income taxes and other taxes measured by net income actually paid or, without duplication, payable in cash of such Person for such period.
 
“ Consolidated Interest Expense ” means, with respect to the Borrower and its Subsidiaries on a Consolidated basis for any period, (a) Consolidated total interest expense (including that attributable to Capital Lease Obligations) of the Borrower and its Subsidiaries for such period and including, in any event, (i) interest capitalized during such period and net recurring costs under Interest Rate Contracts permitted hereunder for such period including the amortized portion of any premium paid for any such Interest Rate Contract containing a premium payment (but excluding, for avoidance of doubt, all payments that would be required to be made in respect of any Interest Rate Contract in the event of a termination (including an early termination thereof)) and (ii) all fees, charges, commissions, discounts and other similar obligations (other than reimbursement obligations) with respect to letters of credit, bank guarantees, banker’s acceptances, surety bonds and performance bonds (whether or not matured) payable by the
 

 
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Borrower and its Subsidiaries during such period minus (b) the sum of (i) net recurring amounts received by the Borrower and its Subsidiaries under Interest Rate Contracts permitted hereunder for such period (other than amounts that would be received in respect of any Interest Rate Contract in the event of a termination (including an early termination thereof)) and (ii) Consolidated interest income of the Borrower and its Subsidiaries for such period.
 
“ Consolidated Leverage Ratio ” means, with respect to the Borrower and its Subsidiaries on a consolidated basis as of any date of determination, the ratio of (a) Consolidated Total Debt outstanding as of such date to (b) Consolidated EBITDA.
 
“ Consolidated Total Debt ” means, with respect to the Borrower and its Subsidiaries on a consolidated basis, all Indebtedness of a type described in clause (a) , (b) , (c)(i) , (d) or (f) of the definition thereof and, without duplication, all Guaranty Obligations with respect to any such Indebtedness less the amount by which the aggregate amount of cash and Cash Equivalents on deposit in the Debt Service Account and the Collection Account exceeds $1,500,000.
 
“ Constituent Documents ” means, with respect to any Person, collectively and, in each case, together with any modification of any term thereof, (a) the articles of incorporation, certificate of incorporation, constitution or articles or certificate of organization or formation of such Person, (b) the bylaws, operating agreement, partnership agreement or joint venture agreement of such Person, (c) any other constitutive, organizational or governing document of such Person, whether or not equivalent, and (d) any other document setting forth the manner of election or duties of the directors, officers, managers, managing members or partners of such Person or the designation, amount or relative rights, limitations and preferences of any Stock of such Person.
 
“ Contractual Obligation ” means, with respect to any Person, any provision of any Security issued by such Person or of any document or undertaking (other than a Loan Document) to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject, including all Exhibitor Agreements, the Management Services Agreement, all Service Agreements and all Digital Cinema Deployment Agreements.
 
“ Control Agreement ” means, with respect to any lockbox, deposit account, securities account, commodity account, securities entitlement or commodity contract, an agreement, in form and substance reasonably satisfactory to the Collateral Agent, among the Collateral Agent, the applicable Deposit Bank or other Person at which such account or contract is maintained or with which such entitlement or contract is carried and the Loan Party maintaining such account or contract, effective to grant “control” (as defined under the applicable UCC) or, if required hereunder, exclusive “control” over such account to the Collateral Agent.
 
“ Copyrights ” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith.
 
“ Corporate Chart ” means a document in form reasonably acceptable to the Administrative Agent and setting forth, as of a date set forth therein, for each Person that is a
 

 
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Loan Party, that is subject to Section 7.10 or that is a Subsidiary or joint venture of any of them, (a) the full legal name of such Person, (b) the jurisdiction of organization and any organizational number and tax identification number of such Person, (c) the location of such Person’s chief executive office (or, if applicable, sole place of business) and (d) the number of shares of each class of Stock of such Person authorized, the number outstanding and the number and percentage of such outstanding shares for each such class owned, directly or indirectly, by any Loan Party or any Subsidiary of any of them.
 
“ Customary Permitted Liens ” means, with respect to any Person, any of the following:
 
(a)           Liens (i) with respect to the payment of taxes, assessments or other governmental charges or (ii) of suppliers, carriers, materialmen, warehousemen, workmen or mechanics and other similar Liens, in each case imposed by law or arising in the ordinary course of business, and, for each of the Liens in clauses (i) and (ii) above for amounts that are not yet due or that are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are maintained on the books of such Person in accordance with GAAP;
 
(b)           Liens of a collection bank on items in the course of collection arising under Section 4-208 of the UCC as in effect in the State of New York or any similar section under any applicable UCC or any similar Requirement of Law of any foreign jurisdiction;
 
(c)           pledges or cash deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance or other types of social security benefits (other than any Lien imposed by ERISA), (ii) to secure the performance of bids, tenders, leases (other than Capital Leases) sales or other trade contracts (other than for the repayment of borrowed money) or (iii) made in lieu of, or to secure the performance of, surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation);
 
(d)           judgment liens (other than for the payment of taxes, assessments or other governmental charges) securing judgments and other proceedings not constituting an Event of Default under Section 9.1(f) and pledges or cash deposits made in lieu of, or to secure the performance of, judgment or appeal bonds in respect of such judgments and proceedings;
 
(e)           Liens (i) arising by reason of zoning restrictions, easements, licenses, reservations, restrictions, covenants, rights-of-way, encroachments, minor defects or irregularities in title (including leasehold title) and other similar encumbrances on the use of real property or (ii) consisting of leases, licenses or subleases granted by a lessor, licensor or sublessor on its property (in each case other than Capital Leases) otherwise permitted under Section 8.4 that, for each of the Liens in clauses (i) and (ii) above, do not, in the aggregate, materially (x) impair the value or marketability of such real property or (y) interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property;
 
(f)           Liens of landlords and mortgagees of landlords (i) arising by statute or under any lease or related Contractual Obligation entered into in the ordinary course of business, (ii) on fixtures and movable tangible property located on the real property leased or subleased from such landlord, (iii) for amounts not yet due or that are being contested in good faith by
 

 
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appropriate proceedings diligently conducted and (iv) for which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP; and
 
(g)           the title and interest of a lessor or sublessor in and to personal property permitted to be leased or subleased under this Agreement (other than through a Capital Lease), in each case extending only to such personal property.
 
“ Debt Rating ” means, as of any date of determination, the issuer rating of the Borrower as determined by Moody’s.
 
“ Debt Service Account ” means the Cash Collateral Account identified as the “Debt Service Account” in Section 7.11 and any replacement Cash Collateral Account with a depository bank that is, or whose holding company is, rated at least BBB- by S&P and at least Baa3 by Moody’s reasonably requested by the Borrower and acceptable to the Administrative Agent and the Collateral Agent.
 
“ Debt Service Reserve ” means, as of any Monthly Application Date or Quarterly Application Date, an amount equal to $5,750,000.
 
“ Debt Service Reserve Account ” means the Cash Collateral Account identified as the “Debt Service Reserve Account” in Section 7.11 and any replacement Cash Collateral Account with a depository bank that is, or whose holding company is, rated at least BBB- by S&P and at least Baa3 by Moody’s reasonably requested by the Borrower and acceptable to the Administrative Agent and the Collateral Agent.
 
“ Default ” means any Event of Default and any event that, with the passing of time or the giving of notice or both, would become an Event of Default.
 
“ Defaulting Lender ” means, at any time, a Lender as to which the Administrative Agent has notified the Borrower that (a) such Lender has failed for three or more Business Days to comply with its obligations under this Agreement to make a Term Loan or other payment obligation (a “ funding obligation ”), (b) such Lender has notified the Administrative Agent, or has stated publicly, that it will not comply with a funding obligation hereunder, or has defaulted on its funding obligations under any other loan agreement or credit agreement or other similar/other financing agreement, (c) such Lender has, for three or more Business Days, failed to confirm in writing to the Administrative Agent, in response to a written request of the Administrative Agent, that it will comply with its funding obligations hereunder, or (d) a Lender Insolvency Event has occurred and is continuing with respect to such Lender.  Any determination that a Lender is a Defaulting Lender under clauses (a) through (d) above will be made by the Administrative Agent in its sole discretion acting in good faith.  The Administrative Agent will promptly send to all parties hereto a copy of any notice to the Borrower provided for in this definition.
 
“ Deposit Bank ” means SG or any other financial institution reasonably acceptable to the Administrative Agent.
 

 
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“ Digital Cinema Deployment Agreement ” means a digital cinema deployment agreement between the Borrower and a Distributor and in a form and substance reasonably acceptable to the Administrative Agent.
 
“ Digital Systems ” means, collectively, (a) a DLP Cinema 2k projector, capable of both 2-D and 3-D display, (b) a digital cinema server and (c) a central storage server with management software and other such components required to meet the Digital Cinema System Specification V1.1 (issued April 12, 2007 by Digital Cinema Initiatives, LLC, as amended from time to time) or such other similar systems as are acceptable to the Administrative Agent, in each case, owned by a Group Member.
 
“ Digital Systems Servicer ” means Christie Digital Systems USA, Inc., a California corporation, or any qualified successor supplier or provider of maintenance and other services with respect to Installed Digital Systems acceptable to the Administrative Agent.  Barco, Inc. is an acceptable supplier or provider of maintenance and other services with respect to Installed Digital Systems.
 
“ Disclosure Documents ” means, collectively, (a) all confidential information memoranda and related written materials prepared by or on behalf of (and with the consent or at the direction of) a Loan Party or Cinedigm in connection with the syndication of the Term Loans and (b) all other documents filed by any Group Member with the United States Securities and Exchange Commission.
 
“ Distributor ” means a Person in the business of distributing theatrical feature films or other traditional or non-traditional motion picture content for exhibition in a theater.
 
“ Dollars ” and the sign “ $ ” each mean the lawful money of the United States.
 
“ Domestic Person ” means any “ United States person ” under and as defined in Section 770l(a)(30) of the Code.
 
“ E-Fax ” means any system used to receive or transmit faxes electronically.
 
“ E-Signature ” means the process of attaching to or logically associating with an Electronic Transmission an electronic symbol, encryption, digital signature or process (including the name or an abbreviation of the name of the party transmitting the Electronic Transmission) with the intent to sign, authenticate or accept such Electronic Transmission.
 
“ E-System ” means any electronic system, including Intralinks ® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent, any of its Related Persons or any other Person, providing for access to data protected by passcodes or another reasonably adequate security system.
 
“ Electronic Transmission ” means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an E-System or other equivalent service.
 

 
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“ Eligible Assignee ” means any commercial bank, institutional investor or other financial institution organized under the laws of the United States or any of the countries parties to the Organization for Economic Cooperation and Development or any political subdivision of any thereof other than Cinedigm, any Affiliate of Cinedigm, or any other holder of Stock or Stock Equivalents of Cinedigm or any Affiliate of Cinedigm which Stock constitutes (or, in the case of Stock Equivalents, would constitute if exercised) 5% or more of the Voting Stock of Cinedigm or such Affiliate.
 
“ Environmental Laws ” means all Requirements of Law and Permits imposing liability or standards of conduct for or relating to the regulation and protection of human health, safety, the environment and natural resources or hazardous material, transportation, reuse, recycling, potential resale or disposal of the Digital Systems, including CERCLA, the SWDA, the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et seq.), Basel Convention on the control of Transboundary Movements of Hazardous Wastes and their Disposal (BASEL); the Waste Electrical and Electronic Equipment (WEEE), Directive 2002/96/EC of the European Parliament and the Council of 27 January 2003; and any other similar federal, state or local laws relating to the environment, the transportation, disposal, reuse or recycling of the Digital Systems, all regulations promulgated under any of the foregoing, all analogous Requirements of Law and Permits and any environmental transfer of ownership notification or approval statutes, including the Industrial Site Recovery Act (N.J. Stat. Ann. §§ 13:1K-6 et seq.).
 
“ Environmental Liabilities ” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigation and feasibility studies) that may be imposed on, incurred by or asserted against any Group Member as a result of, or related to, any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law or in connection with any environmental, health or safety condition or with any Release and (a) arising out of the use, transportation, sale, recycling or disposal of the Digital Systems or (b) resulting from the ownership, lease, sublease or other operation or occupation of property by any Group Member, whether on, prior or after the date hereof.
 
“ ERISA ” means the United States Employee Retirement Income Security Act of 1974.
 
“ ERISA Affiliate ” means, collectively, any Group Member, and any Person under common control, or treated as a single employer, with any Group Member, within the meaning of Section 414(b), (c), (m) or (o) of the Code.
 
“ ERISA Event ” means any of the following: (a) a reportable event described in Section 4043 of ERISA (other than those events with respect to which the 30-day notice requirement has been duly waived under the applicable regulations) with respect to a Title IV Plan, (b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA
 

 
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during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer Plan, (d) with respect to any Multiemployer Plan, the filing of a notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA, (e) the filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan amendment as termination) under Section 4041(c) of ERISA, (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to make any required contribution to any Title IV Plan or Multiemployer Plan when due, (h) the imposition of a lien under Section 412 of the Code or Section 303 or 4068 of ERISA on any property (or rights to property, whether real or personal) of any ERISA Affiliate, (i) the failure of a Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law to qualify thereunder and (j) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for a distress or involuntary termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the imposition of any liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC premiums due but not delinquent.
 
“ Eurodollar Base Rate ” means, with respect to any Interest Period for any Eurodollar Rate Loan, the greater of (a) the offered rate per annum for deposits of Dollars for such Interest Period that appears on Reuters Screen LIBOR01 Page as of 11:00 A.M. (London, England time) two (2) Business Days prior to the first day of such Interest Period and (b) 1.00%.  If no such offered rate exists, such rate will be the rate of interest per annum as determined by the Administrative Agent (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which deposits of Dollars in immediately available funds are offered at 11:00 A.M. (London, England time) two (2) Business Days prior to the first day of such Interest Period by major financial institutions reasonably satisfactory to the Administrative Agent in the London interbank market for such Interest Period and for an amount equal or comparable to the principal amount of the Term Loans borrowed, converted or continued as Eurodollar Rate loans on such date of determination.
 
“ Eurodollar Rate ” means, with respect to any Interest Period and for any Eurodollar Rate Loan, an interest rate per annum determined as the ratio of (a) the Eurodollar Base Rate with respect to such Interest Period for such Eurodollar Rate Loan to (b) the difference between the number one and the Eurodollar Reserve Requirements with respect to such Interest Period and for such Eurodollar Rate Loan.
 
“ Eurodollar Rate Loan ” means any Term Loan that bears interest based on the Eurodollar Rate.
 
“ Eurodollar Reserve Requirements ” means, with respect to any Interest Period and for any Eurodollar Rate Loan, a rate per annum equal to the aggregate, without duplication, of the maximum rates (expressed as a decimal number) of reserve requirements in effect 2 Business Days prior to the first day of such Interest Period (including basic, supplemental, marginal and emergency reserves) under any regulations of the Federal Reserve Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “eurocurrency liabilities” in Regulation D of the Federal Reserve Board) maintained by a member bank of the United States Federal Reserve
 

 
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System; provided , that if no Lender is a member bank at the time of determination, the Eurodollar Reserve Requirement shall be deemed to be zero.
 
“ Event of Default ” has the meaning specified in Section 9.1 .
 
“ Excess Cash Flow ” means, as of any Quarterly Application Date and following the application of funds pursuant to Section 7.11(e)(i) through (ii) , the amount on deposit in the Collection Account in excess of $1,500,000.
 
“ Excluded Taxes ” means with respect to any Secured Party, (a) Taxes imposed on or measured by net income or profits (including branch profits Taxes) and franchise Taxes imposed in lieu of net income Taxes, in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Term Loan or Term Loan Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Term Loan or Term Loan Commitment (other than pursuant to a substitution under Section 2.15 ) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.14 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes that are directly attributable to the failure by any Secured Party to deliver the documentation required to be delivered pursuant to Section 2.14(f) or (d) if this Agreement (as it may be modified) is not treated as a Grandfathered Obligation, any U.S. federal withholding Taxes imposed under FATCA.
 
“ Exhibitor Agreement ” means each master license agreement between a Group Member and an Approved Exhibitor with an expiration date no earlier than December 31, 2020 and otherwise in substantially the same form as Exhibit G (or with such modifications thereto as are acceptable to the Administrative Agent) with respect to the installation of Digital Systems in such Approved Exhibitor’s theaters.
 
“ Exhibitor Payment ” means any payment due and payable to a Group Member under an Exhibitor Agreement for exhibition of alternative content, for usage of systems to display advertising or for any other use of Installed Digital Systems generating a payment obligation for which payment has not been received by such Group Member from another agreed source.  For the avoidance of doubt, “Exhibitor Payment” shall not include any payments made by an Approved Exhibitor with respect to the difference between the value of an exchanged system and the value of an upgraded system pursuant to an exchange in connection with a systems upgrade.
 
“ Existing Facility ” means the Credit Agreement, dated as of May 6, 2010, among the Borrower, SG, as co-administrative agent, and as successor to General Electric Capital Corporation, as collateral agent, and the lenders parties thereto, together with all amendments, supplements and other modifications thereto.
 

 
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“ Existing Secured Hedging Documents ” means all “Secured Hedging Documents” as defined in the Existing Facility.
 
“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.
 
“ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as determined by the Administrative Agent in its sole discretion.
 
“ Federal Reserve Board ” means the Board of Governors of the United States Federal Reserve System and any successor thereto.
 
“ Fee Letter ” means the letter agreement dated February 4, 2013, among the Borrower, the Administrative Agent and the Arranger.
 
“ Financial Statement ” means the Initial Financial Statements and each financial statement delivered pursuant to Sections 6.1(a) , (b) or (c) .
 
“ Fiscal Quarter ” means each three month fiscal period ending on March 31, June 30, September 30 or December 31.
 
“ Fiscal Year ” means each twelve month period ending on March 31.
 
“ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Person.
 
“ GAAP ” means generally accepted accounting principles in the United States, as in effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board and in such other statements by such other Person as may be in general use by significant segments of the accounting profession in the United States that are applicable to the circumstances as of the date of determination.  Subject to Section 1.3 , all references to “ GAAP ” shall be to GAAP applied consistently with the principles used in the preparation of the audited Initial Financial Statements referred to in clause (a) of the definition of Initial Financial Statements.
 
“ Governmental Authority ” means any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector entity, supra-national entity (including the European Union and the European Central Bank) and any self-regulatory organization (including the National Association of Insurance Commissioners).
 

 
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“ Grandfathered Obligation ” has the meaning provided to it under Treasury Regulations Section 1.1471-2(b)(2)(i)(A)(1).
 
“ Group Members ” means, collectively, the Loan Parties (other than Holdings and Christie).
 
“ Group Members’ Accountants ” means Eisner LLP or any nationally-recognized independent registered certified public accountants reasonably acceptable to the Administrative Agent.
 
“ Guarantor ” means each Subsidiary of the Borrower and each other Person that enters into any Guaranty Obligation with respect to any Obligation of any Loan Party.
 
“ Guaranty and Security Agreement ” means the Amended and Restated Guaranty and Security Agreement, in substantially the form of Exhibit F , among the Collateral Agent, the Borrower and other Guarantors from time to time party thereto.
 
“ Guaranty Obligation ” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person for any Indebtedness, lease, dividend or other obligation (the “ primary obligation ”) of another Person (the “ primary obligor ”), if the purpose or intent of such Person in incurring such liability, or the economic effect thereof, is to guarantee such primary obligation or provide support, assurance or comfort to the holder of such primary obligation or to protect or indemnify such holder against loss with respect to such primary obligation, including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of any primary obligation, (b) the incurrence of reimbursement obligations with respect to any letter of credit or bank guarantee in support of any primary obligation, (c) the existence of any Lien, or any right, contingent or otherwise, to receive a Lien, on the property of such Person securing any part of any primary obligation and (d) any liability of such Person for a primary obligation through any Contractual Obligation (contingent or otherwise) or other arrangement (i) to purchase, repurchase or otherwise acquire such primary obligation or any security therefor or to provide funds for the payment or discharge of such primary obligation (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency, working capital, equity capital or any balance sheet item, level of income or cash flow, liquidity or financial condition of any primary obligor, (iii) to make take-or-pay or similar payments, if required, regardless of non-performance by any other party to any Contractual Obligation, (iv) to purchase, sell or lease (as lessor or lessee) any property, or to purchase or sell services, primarily for the purpose of enabling the primary obligor to satisfy such primary obligation or to protect the holder of such primary obligation against loss or (v) to supply funds to or in any other manner invest in, such primary obligor (including to pay for property or services irrespective of whether such property is received or such services are rendered); provided , however , that “ Guaranty Obligations ” shall not include (x) endorsements for collection or deposit in the ordinary course of business and (y) product warranties given in the ordinary course of business. The outstanding amount of any Guaranty Obligation shall equal the outstanding amount of the primary obligation so guaranteed or otherwise supported or, if lower, the stated maximum amount for which such Person may be liable under such Guaranty Obligation.
 

 
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“ Hazardous Material ” means (a) any substance, material or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including petroleum or any fraction thereof, asbestos, polychlorinated biphenyls and radioactive substances or (b) electronic waste and parts or materials derived from the Digital Systems destined for recycling or disposal but not for direct reuse that consists of lead or beryllium containing circuit boards, cathode ray tubes (CRTs), CRT glass (processed and unprocessed), as well as computers, monitors, peripherals and other electronics containing such circuit boards and/or CRTs.
 
“ Hedging Agreement ” means any Interest Rate Contract, foreign exchange, swap, option or forward contract, spot, cap, floor or collar transaction, any other derivative instrument and any other similar transaction and any other similar agreement or arrangement designed to provide protection against fluctuations in any interest rate.
 
“ Holdings ” means Access Digital Media, Inc., a Delaware corporation.
 
“ Incentive Servicing Fee ” has the meaning set forth in the Management Services Agreement.
 
“ Indebtedness ” of any Person means, without duplication, any of the following, whether or not matured:  (a) all indebtedness for borrowed money, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all reimbursement and other obligations with respect to (i) letters of credit (whether drawn or undrawn), bank guarantees or bankers’ acceptances or (ii) surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation) other than those entered into in the ordinary course of business, (d) all obligations to pay the deferred purchase price of property or services, other than trade payables incurred in the ordinary course of business, (e) all obligations created or arising under any conditional sale or other title retention agreement, regardless of whether the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property, (f) all Capitalized Lease Obligations, (g) all obligations, whether or not contingent, to purchase, redeem, retire, defease or otherwise acquire for value any of its own Stock or Stock Equivalents (or any Stock or Stock Equivalent of a direct or indirect parent entity thereof) prior to the date that is 180 days after the Maturity Date, valued at, in the case of redeemable preferred Stock, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such Stock plus accrued and unpaid dividends, (h) all payments that would be required to be made in respect of any Hedging Agreement in the event of a termination (including an early termination) on the date of determination and (i) all Guaranty Obligations for obligations of any other Person constituting Indebtedness of such other Person; provided , however , that the items in each of clauses (a) through (i) above shall constitute “ Indebtedness ” of such Person solely to the extent, directly or indirectly, (x) such Person is liable for any part of any such item, (y) any such item is secured by a Lien on such Person’s property or (z) any other Person has a right, contingent or otherwise, to cause such Person to become liable for any part of any such item or to grant such a Lien.
 
“ Indemnified Matter ” has the meaning specified in Section 11.4 .
 

 
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“ Indemnified Taxes ” means Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower or any Loan Party under any Loan Document.
 
“ Indemnitee ” has the meaning specified in Section 11.4 .
 
“ Initial Financial Statements ” means (a) the audited Consolidated and consolidating balance sheet of the Group Members for the Fiscal Year ending March 31, 2012 and related Consolidated and consolidating statements of income, stockholders’ equity and cash flow for such Fiscal Year, (b) the Consolidated and consolidating unaudited balance sheet of the Group Members for the Fiscal Quarters ending September 30, 2012 and December 31, 2012 and related Consolidated and consolidating statements of income and cash flow for each such Fiscal Quarter and that portion of the Fiscal Year ending as of the close of each such Fiscal Quarter and (c) the Consolidated and consolidating unaudited balance sheet of Cinedigm for the Fiscal Quarters ending September 30, 2012 and December 31, 2012 and related Consolidated and consolidating statements of income and cash flow for each such Fiscal Quarter and that portion of the Fiscal Year ending as of the close of such Fiscal Quarter.
 
“ Initial Projections ” means a financial forecast for the Group Members prepared by or on behalf of Borrower’s management and dated on or around the Closing Date (and otherwise in form and substance satisfactory to the Administrative Agent) demonstrating on a quarterly basis for the first twelve months after the Closing Date, and on an annual basis thereafter through the one year anniversary of the Maturity Date, compliance with all financial covenants through the Maturity Date.
 
“ Insolvency or Liquidation Proceeding ” means (a) any voluntary or involuntary case or proceeding under the United States Bankruptcy Code with respect to any Loan Party, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Loan Party or with respect to a material portion of its respective assets, (c) any liquidation, dissolution, reorganization or winding up of any Loan Party whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any general assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Loan Party.
 
“ Installed Digital Systems ” means installed and fully operational Digital Systems subject to an Exhibitor Agreement and a Service Agreement.
 
“ Intellectual Property ” means all rights, title and interests in or relating to intellectual property and industrial property arising under any Requirement of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Trademarks, Internet Domain Names, Trade Secrets and IP Licenses.
 
“ Intercompany Agreements ” means all agreements among the Borrower, Christie, Holdings, Hollywood Software, Inc. and/or Cinedigm.
 
“ Interest Period ” means, with respect to any Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is made or converted to a Eurodollar Rate Loan or, if such loan is continued, on the last day of the immediately preceding Interest Period
 

 
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therefor and, in each case, ending 1, 2 or 3 months thereafter, as selected by the Borrower pursuant hereto; provided , however , that (v) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such Interest Period into the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day, (w) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month, (x) the Borrower may not select any Interest Period for Eurodollar Rate Loans ending after the Maturity Date, (y) the Borrower may not select any Interest Period in respect of Term Loans having an aggregate principal amount of less than $1,000,000 and (z) there shall be outstanding at any one time no more than six (6) Interest Periods for Eurodollar Rate Loans.
 
“ Interest Rate Contracts ” means any interest rate swap agreement, interest rate cap agreement, agreement for the repurchase of the imbedded Eurodollar floor, interest rate collar agreement and interest rate insurance entered into with a Secured Hedging Counterparty or otherwise acceptable to the Administrative Agent that protects against increases in the Eurodollar Rate or the Base Rate, as the case may be, as such rates would reasonably impact the Term Loans.
 
“ Internet Domain Names ” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to Internet domain names.
 
“ Investment ” means, with respect to any Person, directly or indirectly, (a) the ownership, purchase or other acquisition, in each case whether beneficially or otherwise, of any investment in, including any interest in, any Security of any other Person (other than any evidence of any Obligation), (b) the purchase or other acquisition, whether in one transaction or in a series of transactions, of all or a significant part of the property of any other Person or a business conducted by any other Person or all or substantially all of the assets constituting the business of a division, branch, brand or other unit operation of any other Person, (c) to incur, or to remain liable under, any Guaranty Obligation for Indebtedness of any other Person, to assume the Indebtedness of any other Person or to make, hold, purchase or otherwise acquire, in each case directly or indirectly, any deposit, loan, advance, commitment to lend or advance, or other extension of credit (including by deferring or extending the date of, in each case outside the ordinary course of business, the payment of the purchase price for Sales of property or services to any other Person, to the extent such payment obligation constitutes Indebtedness of such other Person), excluding deposits with financial institutions available for withdrawal on demand and prepaid expenses, accounts receivable and similar items created in the ordinary course of business, (d) to make, directly or indirectly, any contribution to the capital of any other Person or (e) to Sell any property for less than fair market value (including a disposition of cash or Cash Equivalents in exchange for consideration of lesser value); provided , however , that such Investment shall be valued at the difference between the value of the consideration for such Sale and the fair market value of the property Sold.
 
“ IP Ancillary Rights ” means, with respect to any other Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual
 

 
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Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.
 
“ IP Escrow Agreement ” means the Three-Party Master Beneficiary Escrow Service Agreement, dated effective as of May 6, 2010 and amended as on or about the date hereof, among the Collateral Agent, as beneficiary, Holdings and Hollywood Software, Inc., as depositor, and Iron Mountain Intellectual Property Management, Inc., as escrow agent.
 
“ IP License ” means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property.
 
“ IRS ” means the Internal Revenue Service of the United States and any successor thereto.
 
“ Lender ” means, collectively, any financial institution or other Person that (a) is listed on the signature pages hereof as a “ Lender ” or (b) from time to time becomes a party hereto by execution of an Assignment, in each case together with its successors.
 
“ Lender Insolvency Event ” means that (a) a Lender or its Lender Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (b) such Lender or its Lender Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Lender Parent Company, or such Lender or its Lender Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment.
 
“ Lender Parent Company ” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.
 
“ Liabilities ” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.
 
“ Lien ” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), security interest or other security arrangement and any other preference, priority or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.
 

 
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“ Loan Documents ” means, collectively, this Agreement, any Notes, the Guaranty and Security Agreement, the Pledge Agreements, the Mortgages, the Control Agreements, the Consents, the Fee Letter, the IP Escrow Agreement and, when executed, each document executed by a Loan Party and delivered to the Administrative Agent, the Collateral Agent or any Lender in connection with or pursuant to any of the foregoing or the Obligations (other than any Secured Hedging Document), together with any modification of any term, or any waiver with respect to, any of the foregoing.
 
“ Loan Party ” means Holdings, Christie, the Borrower and each Guarantor.
 
“ Lockbox Account ” means the lockbox and Cash Collateral Account identified as the “Lockbox Account” in Section 7.11 and any replacement lockbox and Cash Collateral Account with a depository bank that is, or whose holding company is, rated at least BBB- by S&P and at least Baa3 by Moody’s reasonably requested by the Borrower and acceptable to the Administrative Agent and the Collateral Agent.
 
“ Management Report ” means the management report delivered pursuant to Section 6.1(a)
 
“ Management Services Agreement” means that certain Amended and Restated Management Services Agreement, dated as of February 28, 2013, between Cinedigm, as administrative servicer, and the Borrower in form and substance satisfactory to the Administrative Agent and under which the Administrative Servicer has agreed to provide certain management services and accounting, technical, operational, general and administrative services for the Group Members; provided that, upon the Back-Up Servicer assuming the primary servicing responsibilities in accordance with such Amended and Restated Management Services Agreement, “Management Services Agreement” shall mean the Back-Up Servicer Agreement.
 
“ Material Adverse Effect ” means an effect that results in or causes, or could reasonably be expected to result in or cause, a material adverse change in any of (a) the condition (financial or otherwise), business, performance, prospects (in the reasonable judgment of the Administrative Agent), operations or property of the Loan Parties, taken as a whole, or the Group Members, taken as a whole, (b) the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party and (c) the validity or enforceability of any Loan Document or the rights and remedies of any Agent, the Lenders or any other Secured Party under any Loan Document.
 
“ Material Digital Cinema Deployment Agreement ” means a Digital Cinema Deployment Agreement (a) with a Distributor listed on Schedule 9.1(i) or (b) for which the VPFs paid or, without duplication, payable by the Distributor party thereto to the Group Members during the twelve month period most recently ended equal or exceed 12.00% (on a dollar received basis) of all VPFs paid or, without duplication, payable by all Distributors parties to Digital Cinema Deployment Agreements to the Group Members during such period.
 
“ Material Environmental Liabilities ” means Environmental Liabilities exceeding $250,000 in the aggregate.
 

 
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“ Material Exhibitor Agreement ” means any Exhibitor Agreement or Exhibitor Agreements covering more than 250 screens, individually or in the aggregate, of one or more Approved Exhibitors.
 
“ Material Service Agreement ” means any Service Agreement or Service Agreements covering Installed Digital Systems subject to a Material Exhibitor Agreement or Material Exhibitor Agreements.
 
“ Maturity Date ” means February 28, 2018.
 
“ Moody’s ” means Moody’s Investors Service, Inc.
 
“ Monthly Application Date ” means (a) March 10, 2013, and (b) the 10th   day of each January, February, April, May, July, August, October and November of each calendar year, or if such day is not a Business Day, the immediately succeeding Business Day.
 
“ Mortgage ” means any mortgage, deed of trust or other document executed or required herein to be executed by any Loan Party and granting a security interest over real property in favor of the Collateral Agent as security for the Obligations.
 
“ Mortgage Supporting Documents ” means, with respect to any Mortgage for a parcel of real property, each document (including title policies or marked-up unconditional insurance binders (in each case, together with copies of all documents referred to therein), maps, ALTA (or TLTA, if applicable) as-built surveys (in form and as to date that is sufficiently acceptable to the title insurer issuing title insurance to the Collateral Agent for such title insurer to deliver endorsements to such title insurance as reasonably requested by the Collateral Agent), environmental assessments and reports and evidence regarding recording and payment of fees, insurance premium and taxes) that the Collateral Agent may reasonably request, to create, register, perfect, maintain, evidence the existence, substance, form or validity of or enforce a valid lien on such parcel of real property in favor of the Collateral Agent for the benefit of the Secured Parties, subject only to Permitted Liens.
 
“ Multiemployer Plan ” means any multiemployer plan, as defined in Section 400l(a)(3) of ERISA, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.
 
“ Net Cash Proceeds ” means proceeds received in cash from (a) any Sale of, or Property Loss Event with respect to, property (other than cash received from a Person other than a Loan Party with respect to exchanges of Digital Systems, or components thereof, in connection with system upgrades), any casualty insurance or any business interruption insurance, net of (i) the customary out-of-pocket cash costs, fees and expenses paid or required to be paid in connection therewith, (ii) taxes paid or reasonably estimated to be payable as a result thereof and (iii) any amount required to be paid or prepaid on Indebtedness (other than the Obligations and Indebtedness owing to any Group Member) secured by the property or (b) any sale or issuance of Stock or incurrence of Indebtedness, in each case net of brokers’, advisors’ and investment banking fees and other customary out-of-pocket underwriting discounts, commissions and other customary out-of-pocket cash costs, fees and expenses, in each case incurred in connection with such transaction; provided , however , that any such proceeds received by any Subsidiary of the
 

 
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Borrower that is not a Wholly Owned Subsidiary of the Borrower shall constitute “ Net Cash Proceeds ” only to the extent of the aggregate direct and indirect beneficial ownership interest of the Borrower therein.
 
“ Non-U.S. Lender Party ” means each of the Agents, each Lender, each SPV and each participant, in each case that is not a Domestic Person.
 
“ Non-Participating Distributor ” means any Distributor that has not signed a Digital Cinema Deployment Agreement.
 
“ Note ” means a promissory note of the Borrower, in substantially the form of Exhibit B ,   payable to the order of a Lender in a principal amount equal to the amount of such Lender’s Term Loan Commitment.
 
“ Notice of Borrowing ” has the meaning specified in Section 2.2 .
 
“ Notice of Conversion or Continuation ” has the meaning specified in Section 2.7 .
 
“ Obligations ” means, with respect to any Loan Party, (a) all amounts, obligations, liabilities, covenants and duties of every type and description owing by such Loan Party to the Agents, any Lender, any other Indemnitee, any participant or any SPV, in each case arising out of, under, or in connection with, any Loan Document, whether direct or indirect (regardless of whether acquired by assignment), absolute or contingent, due or to become due, whether liquidated or not, now existing or hereafter arising and however acquired, and whether or not evidenced by any instrument or for the payment of money, including, without duplication, (i) if such Loan Party is the Borrower, all Term Loans, (ii) all interest, whether or not accruing after the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding, and (iii) all other fees, expenses (including fees, charges and disbursement of counsel), interest, commissions, charges, costs, disbursements, indemnities and reimbursement of amounts paid and other sums chargeable to such Loan Party under any Loan Document and (b) all Secured Hedging Obligations owing to a Secured Hedging Counterparty.
 
“ Operating Account ” means the deposit account identified as the “Operating Account” in Section 7.11 and that is subject to a Control Agreement entered into on or before the Closing Date and any replacement deposit account with a depository bank that is, or whose holding company is, rated at least BBB- by S&P and at least Baa3 by Moody’s reasonably requested by the Borrower and acceptable to the Administrative Agent and the Collateral Agent.
 
“ Other Taxes ” has the meaning specified in Section 2.14(b) .
 
“ Participant Register ” has the meaning specified in Section 11.2(f) .
 
“ Patents ” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to letters patent and applications therefor.
 

 
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“ Payment Date ” means the 15th day of each calendar month, or if such day is not a Business Day, the immediately succeeding Business Day.
 
“ PBGC ” means the United States Pension Benefit Guaranty Corporation and any successor thereto.
 
“ Permit ” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
 
“ Permitted Back-Up Services Expenses ” means, as of the end of the most recent fiscal month, Back-Up Services Expenses in an amount (if positive and without duplication) equal to (a) the maximum amount of Permitted Operating Expenses permitted to be paid or reimbursed pursuant to Section 7.11(d)(i) or 7.11(e)(i) during the twelve month period most recently ended, plus (b) $400,000, minus (c) Permitted Operating Expenses actually paid or reimbursed pursuant to Section 7.11(d)(i) or 7.11(e)(i) during the twelve month period most recently ended, minus (d) Permitted Tax Expenses actually paid or reimbursed pursuant to Section 7.11(d)(i) or 7.11(e)(i) during the twelve month period most recently ended minus (e) Back-Up Services Expenses actually paid or reimbursed pursuant to Section 7.11(d)(i)(D) or 7.11(e)(i)(D) during the twelve month period most recently ended.  Calculations of Permitted Back-Up Services Expenses made for any twelve month period ending on or prior to February 28, 2014 shall be annualized for the number of months elapsed in a manner satisfactory to the Administrative Agent.
 
“ Permitted Indebtedness ” means any Indebtedness of any Group Member that is permitted by Section 8.1 .
 
“ Permitted Investment ” means any Investment of any Group Member that is permitted by Section 8.3 .
 
“ Permitted Lien ” means any Lien on or with respect to the property of any Group Member that is permitted by Section 8.2 .
 
“ Permitted Operating Expenses ” means, with respect to the Borrower and its Subsidiaries, (a) all legal and accounting expenses, (b) all expenses relating to business interruption and general liability insurance policies and (c) expenses of the credit facility evidenced by this Agreement and the other Loan Documents, in each case, to the extent not otherwise provided for in Section 7.11(d) or 7.11(e) (including all payments due and payable to the escrow agent under the IP Escrow Agreement).
 
“ Permitted Refinancing ” means Indebtedness constituting a refinancing or extension of Permitted Indebtedness that (a) has an aggregate outstanding principal amount not greater than the aggregate principal amount of such Permitted Indebtedness outstanding at the time of such refinancing or extension, (b) has a weighted average maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that of such Permitted Indebtedness, (c) is not entered into as part of a Sale and Leaseback transaction, (d) is not secured by any property or any Lien other than those securing such Permitted Indebtedness and (e) is otherwise on terms no
 

 
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less favorable to the Group Members, taken as a whole, than those of such Permitted Indebtedness; provided, however, that, notwithstanding the foregoing, no Guaranty Obligation for such Indebtedness shall constitute part of such Permitted Refinancing unless similar Guaranty Obligations with respect to such Permitted Indebtedness existed and constituted Permitted Indebtedness prior to such refinancing or extension.
 
“ Permitted Reinvestment ” means, with respect to the Net Cash Proceeds of any Sale of property (other than Sales of property permitted under clauses (a), (b), (c)(i) and (d) of Section 8.4 ) or Property Loss Event (including Net Cash Proceeds constituting insurance proceeds from any casualty or business interruption insurance policy of any Group member), to acquire (or make Capital Expenditures to finance the acquisition, repair, improvement or construction of), to the extent otherwise permitted hereunder, property substantially similar to the property subject to such Sale or Property Loss Event or, if such Property Loss Event involves loss or damage to property, to repair such loss or damage.
 
“ Permitted Tax Expenses ” means cash tax obligations of the Borrower, including the property taxes of the Borrower and excluding, for the avoidance of doubt, federal income tax obligations attributable to the holders of the Borrower as a result of their ownership of the Borrower's Stock and further excluding tax obligations owing as a result of a purchase of Term Loans by any Affiliate of the Borrower.
 
“ Person ” means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority.
 
“ Pledge Agreements ” means (a) the Amended and Restated Pledge Agreement dated as of the date hereof between Holdings and the Collateral Agent and (b) the Amended and Restated Pledge Agreement dated as of the date hereof between Christie and the Collateral Agent.
 
“ Potential Defaulting Lender ” means, at any time, a Lender (a) as to which the Administrative Agent has notified the Borrower that an event of the kind referred to in the definition of “Lender Insolvency Event” has occurred and is continuing in respect of any Subsidiary or financial institution Affiliate of such Lender, (b) as to which the Administrative Agent has in good faith determined and notified the Borrower that such Lender or its Lender Parent Company or a Subsidiary or financial institution Affiliate thereof has notified the Administrative Agent, or has stated publicly, that it will not comply with its funding obligations under any other loan agreement or credit agreement or other similar/other financing agreement or (c) that has, or whose Lender Parent Company has, a non-investment grade rating from Moody’s or S&P or another nationally recognized rating agency.  Any determination that a Lender is a Potential Defaulting Lender under either of clause (b) or (c) above will be made by the Administrative Agent in its sole discretion acting in good faith.  The Administrative Agent will promptly send to all parties hereto a copy of any notice to the Borrower provided for in this definition.
 
“ Projections ” means, collectively, the Initial Projections and any additional forecasts delivered pursuant to Section 6.1(f) .
 

 
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“ Property Loss Event ” means, with respect to any property of any Group Member, any loss of or damage to such property or any taking of such property or condemnation thereof.
 
“ Pro Rata Outstandings ” of any Lender at any time means the outstanding principal amount of the Term Loans owing to such Lender.
 
“ Pro Rata Share ” means, with respect to any Lender at any time, the percentage obtained by dividing (a) the Term Loan Commitment (or, after the funding of the Term Loans on the Closing Date, the Pro Rata Outstandings) of such Lender by (b) the sum of the Term Loan Commitments (or, after the funding of the Term Loans on the Closing Date, the aggregate Pro Rata Outstandings) of all Lenders; provided, however, that, if the Term Loans have been funded and there are no Pro Rata Outstandings, such Lender’s Pro Rata Share in the Term Loan Commitments or Term Loans shall be determined based on the Pro Rata Share in such Term Loan Commitments or Term Loans, respectively, most recently in effect, after giving effect to any subsequent assignment and any subsequent non-pro rata payments of any Lender pursuant to Section 2.15 .
 
“ Quarterly Application Date ” means the 10th   day of each March, June, September and December of each calendar year, other than March 10, 2013.
 
“ Register ” has the meaning specified in Section 2.11(b) .
 
“ Reinvestment Prepayment Amount ” means, with respect to any Net Cash Proceeds received from any Sale of property (other than Sales of property permitted under clauses (a), (b), (c)(i) and (d) of Section 8.4 ) or Property Loss Event (including Net Cash Proceeds constituting insurance proceeds from any casualty or business interruption insurance policy of any Group member), the amount of such Net Cash Proceeds less (a) Permitted Reinvestments made by a Group Member using such Net Cash Proceeds prior to the Reinvestment Prepayment Date relating to such Net Cash Proceeds and (b) Permitted Reinvestments required to be made by a Group Member from such Net Cash Proceeds as a result of a Contractual Obligation entered into prior to such Reinvestment Prepayment Date with any Person that is not an Affiliate of any Group Member.
 
“ Reinvestment Prepayment Date ” means, with respect to any portion of Net Cash Proceeds of any Sale of property (other than Sales of property permitted under clauses (a), (b), (c)(i) and (d) of Section 8.4 ) or Property Loss Event (including Net Cash Proceeds constituting insurance proceeds from any casualty or business interruption insurance policy of any Group member), the earlier of (a) the 180 th day after the completion of the portion of such Sale or Property Loss Event corresponding to such Net Cash Proceeds and (b) the date that is five (5) Business Days after the date on which the Borrower shall have notified the Administrative Agent of the Borrower’s determination not to make Permitted Reinvestments with such Net Cash Proceeds.
 
“ Related Person ” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III )
 

 
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and other consultants and agents of or to such Person or any of its Affiliates, together with, if such Person is the Administrative Agent, each other Person or individual designated, nominated or otherwise mandated by or helping the Administrative Agent pursuant to and in accordance with Section 10.4 or any comparable provision of any Loan Document.
 
“ Related Purchaser ” has the meaning set forth in Section 11.2(g) .
 
“ Release ” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.
 
“ Remedial Action ” means all actions required to (a) clean up, remove, treat or in any other way address any Hazardous Material in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Material.
 
“ Required Lenders ” means, at any time, (a) Lenders holding in the aggregate at such time in excess of 50% of the aggregate Pro Rata Outstandings and (b) in the event one Lender holds in excess of 50% of the aggregate Pro Rata Outstandings, at least two (2) Lenders holding in the aggregate in excess of 50% of the aggregate Pro Rata Outstandings, in each case, ignoring in such calculations amounts held by any Defaulting Lender.
 
“ Requirements of Law ” means, with respect to any Person, collectively, the common law and all federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
 
“ Responsible Officer ” means, with respect to any Person, any of the president, chief executive officer, treasurer, assistant treasurer, controller, managing member or general partner of such Person but, in any event (a) with respect to financial matters, any such officer that is responsible for preparing the Financial Statements delivered hereunder and (b) with respect to the Corporate Chart, other documents delivered pursuant to Section 6.1(e) , documents delivered on the Closing Date and documents delivered pursuant to Section 7.10 , the secretary or assistant secretary of such Person or any other officer responsible for maintaining the corporate and similar records of such Person.
 
“ Restricted Payment ” means (a) any dividend, return of capital or any other payment or Sale of property for less than fair market value, whether direct or indirect (including through the use of Hedging Agreements, the making, repayment, cancellation or forgiveness of Indebtedness and similar Contractual Obligations) and whether in cash, Securities or other property, on account of any Stock or Stock Equivalent of the Borrower or any of its Subsidiaries, in each case
 

 
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now or hereafter outstanding, including with respect to a claim for rescission of a Sale of such Stock or Stock Equivalent and (b) any redemption, retirement, termination, defeasance, cancellation, purchase or other acquisition for value, whether direct or indirect (including through the use of Hedging Agreements, the making, repayment, cancellation or forgiveness of Indebtedness and similar Contractual Obligations), of any Stock or Stock Equivalent of any Group Member or of any direct or indirect parent entity of the Borrower, now or hereafter outstanding, and any payment or other transfer setting aside funds for any such redemption, retirement, termination, cancellation, purchase or other acquisition, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise.
 
“ S&P ” means Standard & Poor’s Rating Services.
 
“ Sale and Leaseback Transaction ” means, with respect to any Person (the “ obligor ”), any Contractual Obligation or other arrangement with any other Person (the “ counterparty ”) consisting of a lease by such obligor of any property that, directly or indirectly, has been or is to be Sold by the obligor to such counterparty or to any other Person to whom funds have been advanced by such counterparty based on a Lien on, or an assignment of, such property or any obligations of such obligor under such lease.
 
“ Screens in Service ” means, for any date of determination, the number of Installed Digital Systems that have not been removed from service.
 
“ Screen Turnover Ratio ” means, as of any period of determination, (a) the total number (not dollar amount) of screen turns for which VPFs have been received in such period with respect to Installed Digital Systems divided by (b) the average Screens in Service for such period determined on a basis consistent with the monthly report for December 31, 2012.
 
“ Secured Hedging Counterparty ” means (a) the Administrative Agent or (b) any other Person (other than any Group Member) that entered into a Hedging Agreement with the Borrower at a time when such Person was a Lender or an Affiliate of a Lender.
 
“ Secured Hedging Documents ” means, collectively, any Hedging Agreement that (a) is entered into by the Borrower and any Secured Hedging Counterparty therefor, (b) in the case of any Secured Hedging Counterparty that is not (i) an Agent or (ii) an Affiliate of an Agent, is expressly identified as being a “Secured Hedging Document” hereunder in a joint notice from the Borrower and such Secured Hedging Counterparty delivered to the Administrative Agent reasonably promptly after the execution of such Hedging Agreement and (c) meets the requirements of Section 7.12 .
 
“ Secured Hedging Obligation ” means any obligation of the Borrower to make payments to any Secured Hedging Counterparty under any Secured Hedging Documents to which such Secured Hedging Counterparty is a party.
 
“ Secured Parties ” means the Lenders, the Agents, the Secured Hedging Counterparties,   each other Indemnitee and any other holder of any Obligation of any Loan Party.
 
“ Security ” means all Stock, Stock Equivalents, voting trust certificates, bonds, debentures, instruments and other evidence of Indebtedness, whether or not secured, convertible
 

 
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or subordinated, all certificates of interest, share or participation in, all certificates for the acquisition of, and all warrants, options and other rights to acquire, any Security.
 
“ Sell ” means, with respect to any property of any Person, to sell, convey, transfer, assign, license, lease or otherwise dispose of, any interest therein or to permit any other Person to acquire any such interest, including, in each case, through an operating lease, Capital Lease, Sale and Leaseback Transaction or through a sale, factoring at maturity, collection of or other disposal, with or without recourse, of any notes or accounts receivable.  Conjugated forms thereof and the noun “ Sale ” have correlative meanings.
 
“ Service Agreement ” means each service agreement with a minimum 10 year term and otherwise in substantially the form of Exhibit H (or with such modifications thereto as are reasonably acceptable to the Administrative Agent) between an Approved Exhibitor and a Digital Systems Servicer in connection with the installation of Digital Systems in such Approved Exhibitor’s theaters pursuant to an Exhibitor Agreement.
 
“ Servicer Performance Default ” means (a) a Turnover Shortfall or (b) any Event of Default.
 
“ Servicing Fee ” has the meaning set forth in the Management Services Agreement.
 
“ SG ” has the meaning specified in the preamble hereto.
 
“ Solvent ” means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature and (c) such Person does not have unreasonably small capital.  In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
 
“ Specified Event of Default ” means (a) any Event of Default pursuant to Section 9.1(a), (e) or (g) hereof.
 
“ SPV ” means any special purpose funding vehicle identified as such in writing by any Lender to the Administrative Agent.
 
“ Stock ” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.
 
“ Stock Equivalents ” means all securities convertible into or exchangeable for Stock or any other Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.
 

 
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“ Subsidiary ” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than 50% of the outstanding Voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries of such Person.
 
“ Substitute Lender ” has the meaning specified in Section 2.15(a) .
 
“ SWDA ” means the Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.).
 
“ Syndication Agent ” means Natixis, New York Branch.
 
“ Target Minimum Cash Amount ” means $1,500,000.
 
“ Tax Affiliate ” means, (a) the Borrower and its Subsidiaries and (b) any Affiliate of the Borrower with which the Borrower files or is eligible to file consolidated, combined or unitary tax returns.
 
“ Tax Return ” has the meaning specified in Section 4.8 .
 
“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
 
“ Term Loan ” has the meaning specified in Section 2.1 .
 
“ Term Loan Commitment ” means, with respect to each Lender, (a) the obligation of such Lender to make Term Loans to the Borrower in an aggregate principal amount not to exceed the amount set forth under the heading “Term Loan Commitment” opposite such Lender’s name on Schedule I hereto, (b) as the case may be, in the Assignment pursuant to which such Lender became a party hereto or (c) with respect to any Lender under the Existing Facility which will make a Term Loan to the Borrower hereunder, an aggregate principal amount equal to the outstanding term loan amount owed by the Borrower to such Lender on the Closing Date   and any additional amounts set forth in the applicable documentation reflecting such Lender’s commitment, in each case, as the same may be changed from time to time pursuant to the terms hereof.  The aggregate amount of the Term Loan Commitments on the Closing Date is $130,000,000.
 
“ Term Loan Purchase Assignment ” means an assignment agreement entered into by a Lender, as assignor, and any Related Purchaser and accepted by the Administrative Agent, in substantially the form of Exhibit A-2 .
 
“ Title IV Plan ” means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.
 
“ Trade Secrets ” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trade secrets.
 

 
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“ Trademarks ” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof and all applications in connection therewith.
 
“ Turnover Shortfall ” means any failure by the Borrower to maintain a Screen Turnover Ratio of at least 12.25:1.00 for any trailing 12-month period.
 
“ UCC ” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in the State of New York.
 
“ United States ” means the United States of America.
 
“ U.S. Lender Party ” means each of the Agents, each Lender, each SPV and each participant, in each case that is a Domestic Person.
 
“ VPF ” means the virtual print fee payment owing to the Borrower from (a) a Distributor pursuant to a Digital Cinema Deployment Agreement or (b) a Non-Participating Distributor.
 
“ Voting Stock ” means Stock of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons, of such Person (irrespective of whether, at the time, Stock of any other class or classes of such entity shall have or might have voting power by reason of the occurrence of any contingency).
 
“ Waterfall Report ” means a report delivered pursuant to Section 6.1(k) .
 
“ Wholly Owned Subsidiary ” of any Person means any Subsidiary of such Person, all of the Stock of which (other than nominal holdings and director’s qualifying shares) is owned by such Person, either directly or through one or more Wholly Owned Subsidiaries of such Person.
 
“ Withdrawal Liability ” means, at any time, any liability incurred (whether or not assessed) by any ERISA Affiliate and not yet satisfied or paid in full at such time with respect to any Multiemployer Plan pursuant to Section 4201 of ERISA.
 
Section 1.2.     UCC Terms .  The following terms have the meanings given to them in the applicable UCC:  “commodity account,” “commodity contract,” “commodity intermediary,” “deposit account,” “entitlement holder,” “entitlement order,” “equipment,” “financial asset,” “general intangible,” “goods,” “instruments,” “inventory,” “securities account,” “securities intermediary” and “security entitlement”.
 
Section 1.3.     Accounting Terms and Principles .  All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP.  No change in the accounting principles used in the preparation of any Financial Statement hereafter adopted by the Borrower shall be given effect if such change would affect a calculation that measures compliance with any provision of Article V or VIII unless the Administrative Agent and the Required Lenders agree to modify such provisions to
 

 
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reflect such change in GAAP and, unless such provisions are modified, all Financial Statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP.
 
Section 1.4.     Payments .  The Administrative Agent may set up standards and procedures to determine or redetermine the equivalent in Dollars of any amount expressed in any currency other than Dollars and otherwise may, but shall not be obligated to, rely on any determination made by any Loan Party.  Any such determination or redetermination by the Administrative Agent shall be conclusive and binding for all purposes, absent manifest error.  No determination or redetermination by any Secured Party or Loan Party and no other currency conversion shall change or release any obligation of any Loan Party or of any Secured Party (other than the Administrative Agent and its Related Persons) under any Loan Document, each of which agrees to pay separately for any shortfall remaining after any conversion and payment of the amount as converted.  The Administrative Agent may round up or down, and may set up appropriate mechanisms to round up or down, any amount hereunder to nearest higher or lower amounts and may determine reasonable de minimis payment thresholds.
 
Section 1.5.     Interpretation .  (a) Certain Terms .  Except as otherwise expressly set forth in any Loan Document, all accounting terms not specifically defined herein shall be construed in accordance with GAAP (except for the term “ property ,” which shall be interpreted as broadly as possible, including, in any case, cash, Securities, other assets, rights under Contractual Obligations and Permits and any right or interest in any property).  The terms “ herein ,” “ hereof ” and similar terms refer to this Agreement as a whole.  In the computation of periods of time from a specified date to a later specified date in any Loan Document, the terms “ from ” means “from and including” and the words “ to ” and “ until ” each mean “to but excluding” and the word “ through ” means “to and including.”  In any other case, the term “ including ” when used in any Loan Document means “including without limitation.”  The term “ documents ” when used in any Loan Document means all writings, however evidenced and whether in physical or electronic form, including all documents, instruments, agreements, notices, demands, certificates, forms, financial statements, opinions and reports.  The term “ incur ” when used in any Loan Document means incur, create, make, issue, assume or otherwise become directly or indirectly liable in respect of or responsible for, in each case whether directly or indirectly, and the terms “incurrence” and “incurred” and similar derivatives shall have correlative meanings.  The terms “payment in full” or “paid in full” or “satisfied”, in each case, as used with respect to any Obligation means the receipt of immediately available funds equal to the full amount of such Obligation.
 
(b)            Certain References .  Unless otherwise expressly indicated, references (i) in this Agreement to an Exhibit, Schedule, Article, Section or clause refer to the appropriate Exhibit or Schedule to, or Article, Section or clause in, this Agreement and (ii) in any Loan Document, to (A) any agreement shall include, without limitation, all exhibits, schedules, appendixes and annexes to such agreement and, unless the prior consent of any Secured Party required therefor is not obtained, any amendment, restatement, amendment and restatement, supplement or other modification to any term of such agreement, (B) any statute shall be to such statute as modified from time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative and (C) any time of day shall be a reference to
 

 
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New York time.  Titles of articles, sections, clauses, exhibits, schedules and annexes contained in any Loan Document are without substantive meaning or content of any kind whatsoever and are not a part of the agreement among the parties hereto.  Unless otherwise expressly indicated, the meaning of any term defined (including by reference) in any Loan Document shall be equally applicable to both the singular and plural forms of such term.
 
ARTICLE II.
THE FACILITIES
 
Section 2.1.        Term Loan Commitments .  On the terms and subject to the conditions contained in this Agreement, each Lender severally, but not jointly, agrees to make a single term loan (each a “ Term Loan ”) in Dollars to the Borrower on the Closing Date in an aggregate principal amount not to exceed such Lender’s Term Loan Commitment.  Amounts of Term Loans repaid may not be reborrowed.
 
Section 2.2.     Borrowing Procedures .  (a) Notice From the Borrower .  Each Borrowing shall be made on notice given by the Borrower to the Administrative Agent not later than 11:00 a.m. on (i) the first Business Day, in the case of a Borrowing of Base Rate Loans and (ii) the third Business Day, in the case of a Borrowing of Eurodollar Rate Loans, prior to the Closing Date.  Such notice may be made in a writing substantially in the form of Exhibit C (a “ Notice of Borrowing ”) duly completed or by telephone if confirmed promptly, but in any event at least one Business Day prior to such Borrowing, with such a Notice of Borrowing.  Term Loans shall be made as Base Rate Loans unless, outside of a suspension period pursuant to Section 2.12 , the Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar Rate Loans.  Each Borrowing shall be in an aggregate amount that is an integral multiple of $500,000.
 
(b)            Notice to Each Lender .  The Administrative Agent shall give to each Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing and, if Eurodollar Rate Loans are properly requested in such Notice of Borrowing, prompt notice of the applicable interest rate.  Each Lender shall, before 11:00 a.m. on the Closing Date, make available to the Administrative Agent at its address referred to in Section 11.11 , such Lender’s Pro Rata Share of such proposed Borrowing.  Upon fulfillment or due waiver on or prior to the Closing Date of the applicable conditions set forth in Section 3.1 , the Administrative Agent shall make such funds available to the Borrower.
 
(c)            Defaulting Lenders .(i) Unless the Administrative Agent shall have received notice from any Lender prior to the Closing Date that such Lender will not make a payment in the amount of such Lender’s Term Loan Commitment (or any portion thereof) available to the Administrative Agent on the Closing Date, the Administrative Agent may assume that such Lender has made such payment available to the Administrative Agent on the Closing Date and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on the Closing Date a corresponding amount.  The Borrower agrees to repay to the Administrative Agent on demand such deficient amount (until repaid by such Lender) with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the interest rate applicable to the Obligations that would have been created when the Administrative Agent made available such amount to the Borrower had such Lender made a corresponding payment
 

 
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available; provided , however , that such payment by the Borrower shall not relieve such Lender of any obligation it may have to the Borrower.  In addition, any Lender that shall not have made available to the Administrative Agent any portion of any payment described above shall be deemed a Defaulting Lender and agrees to pay such amount to the Administrative Agent on demand together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the Federal Funds Rate for the first Business Day and thereafter (x) in the case of a payment in respect of a Term Loan, at the interest rate applicable at the time to such Term Loan and (y) otherwise, at the interest rate applicable to Base Rate Loans.  Such repayment shall then constitute the funding of the corresponding Term Loan (including any Term Loan deemed to have been made hereunder with such payment) or participation, and promptly paid to the Borrower.  The existence of any Defaulting Lender shall not relieve any other Lender of its obligations under any Loan Document, but no other Lender shall be responsible for the failure of any Defaulting Lender to make any payment required under any Loan Document.
 
(ii)            Reallocation of Payments .  With respect to any Defaulting Lender who has failed to make payments when due under this Agreement or any other Loan Document, any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity or otherwise), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the ratable payment of any amounts owing by such Defaulting Lender to the Agents; second , to the payment of any amounts owing to the Agents as a result of any judgment of a court of competent jurisdiction obtained by any Agent against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and third , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction.
 
(d)            Defaulting Lender – Right to Cure .  If the Borrower and the Administrative Agent agree in writing in their discretion that a Lender that is a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Defaulting Lender or Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender; provided , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender or Potential Defaulting Lender.
 
Section 2.3.                         Repayment of Obligations .  (a)  The Borrower promises to pay to the Administrative Agent for the account of the Lenders all outstanding principal amounts of the Term Loans (together with all accrued but unpaid interest) on the Maturity Date.
 
(b)           Commencing March 15, 2013 and on each Payment Date thereafter, the Borrower promises to pay to the Administrative Agent for the account of the Lenders the outstanding principal amount of the Term Loans in an amount equal to the product of (i) the percentage set forth below corresponding to the period in which such Payment Date occurs and (ii) the aggregate principal amount of the Term Loans made on the Closing Date:
 
 
 
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Period
Amount
March 2013 through June 2014
1.75%
July 2014 through September 2015
1.70%
October 2015 through March 2016
1.65%
April 2016 through June 2016
1.60%
July 2016 through September 2016
1.50%
October 2016 through December 2016
1.40%
January 2017 through March 2017
1.15%
April 2017 through February 2018
1.10%
Maturity
Remainder

 
Section 2.4.     Voluntary Prepayments .  The Borrower may prepay the outstanding principal amount of any Term Loan in whole or in part at any time; provided , however , that each partial prepayment of principal shall be in an aggregate amount that is an integral multiple of $1,000,000.  Any prepayments under this Section 2.4 shall be accompanied by (a) any amounts due and payable pursuant to Section 2.13(a) , (b) all accrued and unpaid interest on the amount prepaid and (c) in the case of any such prepayment on or prior to the first anniversary of the Closing Date, other than in the case of prepayments to the extent made solely from cash on deposit in the Collection Account, a prepayment premium equal to 1.00% of the principal amount of the Term Loan being prepaid.
 
Section 2.5.     Mandatory Prepayments .
 
(a)            Excess Cash Flow .   Until the Obligations shall have been paid in full, the Borrower shall pay or cause to be paid to the Administrative Agent on the first Payment Date following each Quarterly Application Date for the prepayment of the outstanding principal amount of the Term Loans 100% of all Excess Cash Flow; provided that, all such prepayments of Excess Cash Flow shall be in a principal amount of at least $500,000 or a whole multiple of $100,000 in excess thereof.  To the extent Excess Cash Flow otherwise required to be applied as a pre-payment as of any Payment Date is less than the thresholds described in the preceding sentence, such Excess Cash Flow shall remain on deposit in the Collection Account until the next Quarterly Application Date.
 
(b)            Equity and Debt Issuances .   Until the Obligations shall have been paid in full, within one Business Day of receipt by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) the issuance or Sale by the Borrower of its own Stock (other than any issuance of common Stock by the Borrower occurring in the ordinary course of business to any director, member of the management or employee of the Borrower or its Subsidiaries pursuant to an incentive unit grant agreement or employee benefit plan as in effect from time to time or issuance of directors’ qualifying units), provided , in each case, that it shall be a condition to the issuance or Sale of such Stock of the Borrower that such Stock be pledged to the Collateral
 

 
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Agent, for the benefit of the Secured Parties, to secure the Obligations), the Borrower shall pay or cause to be paid to the Administrative Agent a prepayment of the outstanding principal amount of the Term Loans in an amount equal to 100% of such Net Cash Proceeds or (ii) the incurrence by any Group Member of Indebtedness of the type specified in clause (a) or (b) of the definition thereof (other than any such Indebtedness permitted hereunder in reliance upon any of clauses (a) through (g) of Section 8.1 ), the Borrower shall pay or cause to be paid to the Administrative Agent a prepayment in an amount equal to 100% of such Net Cash Proceeds.
 
(c)            Asset Sales and Property Loss Events .   Until the Obligations shall have been paid in full, within one Business Day of receipt on or after the Closing Date in any Fiscal Year by any Loan Party of Net Cash Proceeds arising from (i) any Sale by any Group Member of any of its property (other than Sales of its own Stock and Sales of property permitted under clauses (a) , (b) , (c)(i) and (d) of Section 8.4 ), (ii) any Property Loss Event, or (iii) any business interruption insurance policy, the Borrower shall pay or cause to be paid to the Administrative Agent a prepayment of the outstanding principal amount of the Term Loans in an amount equal to 100% of such Net Cash Proceeds; provided , however , that within one Business Day of receipt of such Net Cash Proceeds and as long as no Event of Default has occurred and is continuing, any Group Member may deposit and maintain such Net Cash Proceeds in a Cash Collateral Account and thereafter make Permitted Reinvestments with such Net Cash Proceeds (and the Borrower shall not be required to make or cause such prepayment) so long as (A) such Net Cash Proceeds so deposited are intended to be used to make Permitted Reinvestments, (B) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Borrower shall pay or cause to be paid to the Administrative Agent a prepayment of the outstanding principal amount of the Term Loans in an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (C) such Net Cash Proceeds used for Permitted Reinvestments under this Section 2.5(c) does not exceed $50,000 in any Fiscal Year without the prior written consent of the Administrative Agent.  Upon the occurrence and during the continuation of an Event of Default, the Group Members’ right to make Permitted Reinvestments shall be suspended and all Net Cash Proceeds described above (including existing Permitted Reinvestments held in the Cash Collateral Accounts) shall, at the direction of the Administrative Agent or the Required Lenders (and automatically upon any Event of Default under Section 9.1(e) ) be used to prepay the outstanding principal amount of the Term Loans in accordance with Section 2.9 below.
 
(d)            Prepayment Premium .  Any prepayments under this Section 2.5 shall be accompanied by (i) any amounts due and payable pursuant to Section 2.13(a) , (ii) all accrued and unpaid interest on the amount prepaid and (iii) in the case of any prepayment made pursuant to Section 2.5(b) on or prior to the first anniversary of the Closing Date, a prepayment premium equal to 1.00% of the amount being prepaid.
 
Section 2.6.     Interest .  (a)   Rate .  All Term Loans shall bear interest on the unpaid principal amount thereof from the Closing Date until paid in full, except as otherwise provided in clause (c) below, as follows: (i) in the case of Base Rate Loans, at a rate per annum equal to the sum of the Base Rate as in effect from time to time and the Applicable Margin, (ii) in the case of Eurodollar Rate Loans, at a rate per annum equal to the sum of the Eurodollar Rate as in effect for the applicable Interest Period and the Applicable Margin and (iii) in the case of other
 

 
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Obligations that are past due and payable, at a rate per annum equal to the sum of the Base Rate as in effect from time to time and the Applicable Margin for Base Rate Loans.
 
(b)            Payments .  Interest accrued shall be payable in arrears (i) if accrued on the principal amount of any Term Loan, (A) at maturity (whether by acceleration or otherwise), (B) upon the payment or prepayment of the principal amount on which such interest has accrued and (C) on each Payment Date commencing with March 15, 2013 and (ii) if accrued on any other Obligation, on demand from and after the time such Obligation is due and payable (whether by acceleration or otherwise).
 
(c)            Default Interest .  Notwithstanding the rates of interest specified in clause (a) above or elsewhere in any Loan Document, effective (i) immediately upon the occurrence of any Specified Event of Default or upon request from the Required Lenders after the occurrence of any other Event of Default, and in each case, for as long as such Specified Event of Default or other Event of Default, as applicable, shall be continuing, the principal balance of all Obligations (including any Obligation that bears interest by reference to the rate applicable to any other Obligation) then due and payable shall bear interest at a rate that is two percent (2.00%) per annum in excess of the interest rate applicable to such Obligations from time to time (such interest accrued solely as a result of such excess rate of interest, the “ Accrued Default Interest ”).  Accrued Default Interest shall be payable during the continuance of a Specified Event of Default or other Event of Default, as applicable pursuant to Section 7.11(d) and 7.11(e) .
 
Section 2.7.     Conversion and Continuation Options .  (a)   Option .  The Borrower may elect (i) in the case of any Eurodollar Rate Loan, (A) to continue such Eurodollar Rate Loan or any portion thereof for an additional Interest Period on the last day of the Interest Period applicable thereto and (B) to convert such Eurodollar Rate Loan or any portion thereof into a Base Rate Loan at any time on any Business Day, subject to the payment of any breakage costs required by Section 2.13(a) , and (ii) in the case of Base Rate Loans, to convert such Base Rate Loans or any portion thereof into Eurodollar Rate Loans at any time on any Business Day upon three (3) Business Days’ prior notice; provided , however , that, (x) for each Interest Period, the aggregate amount of Eurodollar Rate Loans having such Interest Period must be an integral multiple of $1,000,000 and (y) no conversion in whole or in part of Base Rate Loans to Eurodollar Rate Loans and no continuation in whole or in part of Eurodollar Rate Loans shall be permitted at any time at which (1) an Event of Default has occurred and is continuing or (2) such continuation or conversion would be made during a suspension imposed by Section 2.12 .
 
(b)            Procedure .  Each such election shall be made by giving the Administrative Agent at least three (3) Business Days’ prior notice in substantially the form of Exhibit D (a “ Notice of Conversion or Continuation ”) duly completed.  The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein.  If the Administrative Agent does not receive a timely Notice of Conversion or Continuation from the Borrower containing a permitted election to continue or convert any Eurodollar Rate Loan, then, upon the expiration of the applicable Interest Period, such Term Loan shall be automatically converted to a Base Rate Loan.  Each partial conversion or continuation shall be allocated ratably among the Lenders in accordance with their Pro Rata Share.
 

 
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Section 2.8.     Fees .  The Borrower shall pay all fees described in the Fee Letter in the amount, at the times and to the Persons specified therein.
 
Section 2.9.     Application of Payments .  (a) Application of Voluntary Prepayments .  Subject to the provisions of clause (c) below, all voluntary prepayments of principal received by the Administrative Agent from the Borrower pursuant to Section 2.4 shall be applied to the remaining scheduled installments of the Term Loans in the order directed by the Borrower.
 
(b)            Application of Mandatory Prepayments .  Subject to the provisions of clause (c) below, any mandatory prepayments of principal made by the Borrower to the Administrative Agent pursuant to Section 2.5 shall be applied (i) first , to the ratable payment of the outstanding principal amounts of the Term Loans and all amounts then owing with respect to Secured Hedging Documents and (ii) second , to the ratable payment of all other Obligations.  Payments of the Term Loans made pursuant to clause (i) shall be applied to the scheduled installments of the Term Loans in inverse order of maturity.
 
(c)            Application of Payments During an Event of Default .  The Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clauses (a) and (b) above, the Administrative Agent, with the consent of the Collateral Agent, may, and, upon either (i) the direction of the Required Lenders or (ii) the acceleration of any Obligations pursuant to Section 9.2 , shall, apply or cause the application of all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (A) first , to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent, (B) second , to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the other Agents, (C) third , to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders, (D) fourth , to pay interest then due and payable in respect of the Term Loans, (E) fifth , to the ratable payment of the outstanding principal amounts of the Term Loans and all amounts then owing with respect to Secured Hedging Documents and (F) sixth , to the ratable payment of all other Obligations.
 
(d)            Application of Payments Generally .  All repayments of any Term Loans shall be applied first , to repay such Term Loans outstanding as Base Rate Loans and then , to repay such Term Loans outstanding as Eurodollar Rate Loans, with those Eurodollar Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods.  All repayments of Term Loans shall be applied to reduce the remaining installments of such outstanding principal amounts of the Term Loans in the inverse order of their maturities unless otherwise provided in any Loan Document.  If sufficient amounts are not available to repay all outstanding Obligations described in any priority level set forth in this Section 2.9 , the available amounts shall be applied, unless otherwise expressly specified herein, to such Obligations ratably based on the proportion of the Secured Parties’ interest in such Obligations.  Any priority level set forth in this Section 2.9 that includes interest shall include all such interest, whether or not accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing
 

 
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or post-petition interest is allowed in any such proceeding.  This Section 2.9(d) shall not apply to any Term Loans purchased by Cinedigm pursuant to Section 11.2(g) .
 
Section 2.10.     Payments and Computations .  (a)   Procedure .  The Borrower shall make each payment under any Loan Document not later than 12:00 noon on the day when due to the Administrative Agent by wire transfer to such account or by such other means to such other address as the Administrative Agent shall have notified the Borrower in writing within a reasonable time prior to such payment in immediately available Dollars and without setoff or counterclaim.  The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in Section 2.9 .  The Lenders shall make any payment under any Loan Document in immediately available Dollars and without setoff or counterclaim.  Payments received by the Administrative Agent after 12:00 noon shall be deemed to be received on the next Business Day.
 
(b)            Computations of Interests and Fees .  All computations of interest and of fees shall be made by the Administrative Agent on the basis of a year of 360 days (or, in the case of Base Rate Loans whose interest rate is calculated based on the rate set forth in clause (a) of the definition of “Base Rate”, 365/366 days), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable.  Each determination of an interest rate or the amount of a fee hereunder shall be made by the Administrative Agent (including determinations of a Eurodollar Rate or Base Rate in accordance with the definitions of “Eurodollar Rate” and “Base Rate”, respectively) and shall be conclusive, binding and final for all purposes, absent manifest error.
 
(c)            Payment Dates .  Unless otherwise specified herein, whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to the next succeeding Business Day without any increase in such payment as a result of additional interest or fees; provided , however , that such interest and fees shall continue accruing as a result of such extension of time.
 
(d)            Advancing Payments .  Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender.  If and to the extent that the Borrower shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender together with interest thereon (at the Federal Funds Rate for the first Business Day and thereafter, at the rate applicable to Base Rate Loans) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.
 
Section 2.11.     Evidence of Debt .  (a)   Records of Lenders .  Each Lender shall maintain in accordance with its usual practice accounts evidencing Indebtedness of the Borrower to such Lender resulting from each Term Loan of such Lender, including the amounts of principal and
 

 
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interest payable and paid to such Lender from time to time under this Agreement.  In addition, each Lender having sold a participation in any of its Obligations or having identified an SPV as such to the Administrative Agent, acting as agent of the Borrower solely for this purpose and solely for tax purposes, shall establish and maintain at its address referred to in Section 11.11 (or at such other address as such Lender shall notify the Borrower) a record of ownership, in which such Lender shall register by book entry (i) the name and address of each such participant and SPV (and each change thereto, whether by assignment or otherwise) and (ii) the rights, interest or obligation of each such participant and SPV in any Obligation, in any Term Loan Commitment and in any right to receive any payment hereunder.
 
(b)            Records of Administrative Agent .  The Administrative Agent, acting as agent of the Borrower solely for tax purposes and solely with respect to the actions described in this Section 2.11 , shall establish and maintain at its address referred to in Section 11.11 (or at such other address as the Administrative Agent may notify the Borrower) (i) a record of ownership (the “ Register ”) in which the Administrative Agent agrees to record (A) the names and addresses of the Lenders (and each change thereto pursuant to Section 2.15 and Section 11.2 ), (B) the Term Loan Commitments of each Lender, (C) the amount of each Term Loan and each funding of any participation described in clause (b)(i) above and for Eurodollar Rate Loans, the Interest Period applicable thereto, (D) the amount of any principal or interest due and payable or paid, and (E) any other payment received by the Administrative Agent from the Borrower and its application to the Obligations.
 
(c)            Registered Obligations .  Notwithstanding anything to the contrary contained in this Agreement, the Term Loans (including any Notes evidencing such Term Loans) are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Term Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein.  This Section 2.11 and Section 11.2 shall be construed so that the Term Loans are at all times maintained in “ registered form ” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (and any successor provisions).  This Section 2.11(c) shall not apply to any Term Loans purchased by Cinedigm or its Affiliates pursuant to Section 11.2(g) .
 
(d)            Prima Facie Evidence .  The entries made in the Register and in the accounts maintained pursuant to clauses (a) and (b) above shall, to the extent permitted by applicable Requirements of Law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided , however , that no error in such account and no failure of any Lender or the Administrative Agent to maintain any such account shall affect the obligations of any Loan Party to repay the Term Loans in accordance with their terms.  In addition, the Loan Parties, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement.  Information contained in the Register with respect to any Lender shall be available for access by the Borrower, the Administrative Agent or such Lender at any reasonable time and from time to time upon reasonable prior notice.  No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by the Administrative Agent.
 

 
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(e)            Notes .  Upon any Lender’s request, the Borrower shall promptly execute and deliver Notes to such Lender evidencing the Term Loans of such Lender and substantially in the form of Exhibit B ; provided , however , that only one Note shall be issued to each Lender, except (i) to an existing Lender exchanging existing Notes to reflect changes in the Register relating to such Lender, in which case the new Notes delivered to such Lender shall be dated the date of the original Notes and (ii) in the case of loss, destruction or mutilation of existing Notes and similar circumstances.  Each Note, if issued, shall only be issued as means to evidence the right, title or interest of a Lender or a registered assignee in and to the related Term Loan, as set forth in the Register, and in no event shall any Note be considered a bearer instrument or obligation.
 
Section 2.12.     Suspension of Eurodollar Rate Option .  Notwithstanding any provision to the contrary in this Article II , the following shall apply:
 
(a)            Interest Rate Unascertainable, Inadequate or Unfair .  In the event that (A) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurodollar Rate is determined or (B) the Required Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Term Loans for such Interest Period, the Administrative Agent shall promptly so notify the Borrower and the Lenders, whereupon the obligation of each Lender to make or to continue Eurodollar Rate Loans shall be suspended as provided in clause (c) below until the Administrative Agent shall notify the Borrower that the Required Lenders have determined that the circumstances causing such suspension no longer exist.  The Administrative Agent and the Lenders shall promptly so notify the Borrower once such circumstances no longer exist; provided that the Administrative Agent shall not be liable for any failure to give such notice.
 
(b)            Illegality .  If any Lender determines that the introduction of, or any change in or in the interpretation of, any Requirement of Law after the date of this Agreement shall make it unlawful, or any Governmental Authority shall assert that it is unlawful, for any Lender or its applicable lending office to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, the obligation of such Lender to make or to continue Eurodollar Rate Loans shall be suspended as provided in clause (c) below until such Lender shall, through the Administrative Agent, notify the Borrower that it has determined that it may lawfully make Eurodollar Rate Loans.  The Administrative Agent and each such Lender shall promptly so notify the Borrower once such circumstances no longer exist; provided that the Administrative Agent shall not be liable for any failure to give such notice.
 
(c)            Effect of Suspension .  If the obligation of any Lender to make or to continue Eurodollar Rate Loans is suspended, (A) the obligation of such Lender to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended, (B) such Lender shall make a Base Rate Loan at any time such Lender would otherwise be obligated to make a Eurodollar Rate Loan, (C) the Borrower may revoke any pending Notice of Borrowing or Notice of Conversion or Continuation to make or continue any Eurodollar Rate Loan or to convert any Base Rate Loan into a Eurodollar Rate Loan and (D) each Eurodollar Rate Loan of such Lender shall
 

 
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automatically and immediately (or, in the case of any suspension pursuant to clause (a) above, on the last day of the current Interest Period thereof) be converted into a Base Rate Loan.
 
Section 2.13.     Breakage Costs; Increased Costs; Capital Requirements .  (a)   Breakage Costs .  The Borrower shall compensate each Lender, upon demand from such Lender to such Borrower (with copy to the Administrative Agent), for all Liabilities (including, in each case, those incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to prepare to fund, to fund or to maintain the Eurodollar Rate Loans of such Lender to the Borrower but excluding any loss of the Applicable Margin on the relevant Term Loans) that such Lender may incur (A) to the extent, for any reason other than solely by reason of such Lender being a Defaulting Lender, a Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation or in a similar request made by telephone by the Borrower, (B) to the extent any Eurodollar Rate Loan is paid (whether through a scheduled, optional or mandatory prepayment) or converted to a Base Rate Loan (including because of Section 2.12 ) on a date that is not the last day of the applicable Interest Period or (C) as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans when required by the terms hereof.  For purposes of this clause (a) , each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it using a matching deposit or other borrowing in the London interbank market.
 
(b)            Increased Costs .  If at any time any Lender determines that the adoption of, after the date hereof, or any change, after the date hereof, in or in the interpretation, application or administration of any Requirement of Law (other than any imposition or increase of Eurodollar Reserve Requirements) from any Governmental Authority, or compliance with any such adoption of or any change in, or in the interpretation, application or administration of, any such Requirement of Law shall have the effect of (i) increasing the cost to such Lender of making, funding or maintaining any Eurodollar Rate Loan or to agree to do so or of participating, or agreeing to participate, in extensions of credit, (ii) imposing any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b)-(d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) imposing any other cost to such Lender with respect to compliance with its obligations, in each case, related to any Loan Document, then, upon demand by such Lender (with copy to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender amounts sufficient to compensate such Lender for such increased cost.
 
(c)            Increased Capital Requirements .  If at any time any Lender determines that the adoption of, after the date hereof, or any change, after the date hereof, in or in the interpretation, application or administration of any Requirement of Law (other than any imposition or increase of Eurodollar Reserve Requirements) from any Governmental Authority, or compliance with any such adoption of or any change in, or in the interpretation, application or administration of, any such Requirement of Law, in each case, regarding capital adequacy, reserves, special deposits, compulsory loans, insurance charges against property of, deposits with or for the account of, Obligations owing to, or other credit extended or participated in by, any Lender or any similar requirement (in each case other than any imposition or increase of Eurodollar Reserve Requirements) shall have the effect of reducing the rate of return on the capital of such Lender as a consequence of its obligations under or with respect to any Loan
 

 
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Document to a level below that which, taking into account the capital adequacy policies of such Lender, such Lender could have achieved but for such adoption or change, then, upon demand from time to time by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender amounts sufficient to compensate such Lender for such reduction.
 
(d)            Compensation Certificate .  Each demand for compensation under this Section 2.13 shall be accompanied by a certificate of the Lender claiming such compensation, setting forth the amounts to be paid hereunder and stating that it is seeking such compensation from its borrowers generally, which certificate shall be conclusive, binding and final for all purposes, absent manifest error.  In determining such amount, such Lender may use any reasonable averaging and attribution methods.
 
Section 2.14.     Taxes .  (a)   Payments Free and Clear of Taxes .  Except as otherwise provided in this Section 2.14 , each payment by any Loan Party under any Loan Document shall be made free and clear of Taxes except as required by a Requirement of Law.  If any Requirement of Law requires the deduction or withholding of any Tax from any such payment by a Loan Party, then the applicable Loan Party shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Secured Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.
 
(b)            Other Taxes .  In addition, the Borrower agrees to pay, and authorizes the Administrative Agent to pay in its name, any stamp, documentary, excise or property Tax, charges or similar levies imposed by any applicable Requirement of Law or Governmental Authority and all Liabilities with respect thereto (including by reason of any delay in payment thereof), in each case arising from the execution, delivery or registration of, or otherwise with respect to, any Loan Document or any transaction contemplated therein (collectively, “ Other Taxes ”).  Within 30 days after the date of any payment of Taxes or Other Taxes by any Loan Party, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 11.11 , the original or a certified copy of a receipt evidencing or other evidence reasonably satisfactory to the Administrative Agent of payment thereof.
 
(c)            Indemnification .  The Borrower shall reimburse and indemnify, within 30 days after receipt of demand therefor (with copy to the Administrative Agent), each Secured Party for all Indemnified Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.14 ) paid by such Secured Party and any Liabilities arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted.  A certificate of the Secured Party (or of the Administrative Agent on behalf of such Secured Party) claiming any compensation under this clause (d) , setting forth the amounts to be paid thereunder and delivered to the Borrower with copy to the Administrative Agent, shall be conclusive, binding and final for all purposes, absent manifest error.
 

 
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(d)            Administrative Agent’s Tax Indemnity . Each Lender shall severally indemnify the Administrative Agent, within 30 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.2(f) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).
 
(e)            Mitigation .  Any Lender claiming any additional amounts payable pursuant to this Section 2.14 shall use its reasonable efforts (consistent with its internal policies and Requirements of Law) to change the jurisdiction of its lending office if such a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, be otherwise materially disadvantageous to such Lender or impose any material costs (which the Borrower has declined to reimburse) on such Lender.
 
(f)            Tax Forms .  (i)  Each Non-U.S. Lender Party shall (w) on or prior to the date such Non-U.S. Lender Party becomes a “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (i) and (z) from time to time if requested by the Borrower or the Administrative Agent (or, in the case of a participant or SPV, by the relevant Lender), provide the Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of each of the following, as applicable:  (A) Forms W-8ECI (claiming complete exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN (claiming complete or partial exemption from U.S. withholding tax under an income tax treaty) or any successor forms, (B) in the case of a Non-U.S. Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate substantially in the form of Exhibit I attached hereto that such Non-U.S. Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents.  Each Non-U.S. Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update
 

 
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such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
 
(ii)           Each U.S. Lender Party shall (A) on or prior to the date such U.S. Lender Party becomes a “U.S. Lender Party” hereunder, (B) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (f) and (D) from time to time if requested by the Borrower or the Administrative Agent (or, in the case of a participant or SPV, the relevant Lender), provide the Administrative Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form.
 
(iii)           If this Agreement (as it may be modified) is not treated as a Grandfathered Obligation and if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
 
(g)            Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.14 (including by the payment of additional amounts pursuant to this Section 2.14), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).  Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had
 

 
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never been paid.  This paragraph shall not be construed to require any indemnified party to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
 
Section 2.15.                        Substitution of Lenders .  (a)   Substitution Right .  In the event that any Lender (an “ Affected Lender ”), (i) makes a claim under clause (b) or (c) of Section 2.13 , (ii) notifies the Administrative Agent pursuant to Section 2.12(b) that it becomes illegal for such Lender to continue to fund or make any Eurodollar Rate Loan, (iii) makes a claim for payment pursuant to Section 2.14(a) or (c) , (iv) becomes a Defaulting Lender or (v) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders is obtained but that requires the consent of other Lenders, the Borrower may either pay in full such Affected Lender with respect to amounts due with the consent of the Administrative Agent or substitute for such Affected Lender any Lender or any Affiliate or Approved Fund of any Lender or any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent (in each case, a “ Substitute Lender ”).
 
(b)            Procedure .  To substitute such Affected Lender or pay in full the Obligations owed to such Affected Lender, the Borrower shall deliver a notice to the Administrative Agent and such Affected Lender.  The effectiveness of such payment or substitution shall be subject to the delivery to the Administrative Agent by the Borrower (or, as may be applicable in the case of a substitution, by the Substitute Lender) of (i) payment for the account of such Affected Lender, of, to the extent accrued through, and outstanding on, the effective date for such payment or substitution, all Obligations owing to such Affected Lender (including those that will be owed because of such payment and all Obligations that would be owed to such Lender if it was solely a Lender) and (ii) in the case of a substitution, (A) payment of the assignment fee set forth in Section 11.2(c) and (B) an Assignment whereby the Substitute Lender shall, among other things, agrees to be bound by the terms of the Loan Documents and assume the Term Loans of the Affected Lender.
 
(c)            Effectiveness .  Upon satisfaction of the conditions set forth in clause (b) above, the Administrative Agent shall record such substitution or payment in the Register, whereupon (i) the Affected Lender shall sell and be relieved of, and the Substitute Lender shall purchase and assume, all rights and claims of such Affected Lender under the Loan Documents, except that the Affected Lender shall retain such rights expressly providing that they survive the repayment of the Obligations, (ii) the Substitute Lender shall become a “ Lender ” hereunder holding the outstanding Term Loans of such Affected Lender and (iii) the Affected Lender shall execute and deliver to the Administrative Agent an Assignment to evidence such substitution and deliver any Note in its possession; provided , however , that the failure of any Affected Lender to execute any such Assignment or deliver any such Note shall not render such sale and purchase (or the corresponding assignment) invalid.
 
ARTICLE III.
CONDITIONS TO TERM LOANS
 
Section 3.1.     Conditions Precedent to Term Loans .  The obligation of each Lender to make any Term Loan hereunder is subject to the satisfaction or due waiver of each of the following conditions precedent on or before the Closing Date.
 

 
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(a)            Certain Documents .  The Administrative Agent shall have received on or prior to the Closing Date each of the following, each dated the Closing Date (or such other date as may be indicated below) unless otherwise agreed by the Administrative Agent, in form and substance satisfactory to the Administrative Agent and each Lender:
 
(i)           this Agreement duly executed by the Borrower and each Guarantor and, for the account of each Lender requesting the same by notice to the Administrative Agent and the Borrower received by each at least three (3) Business Days prior to the Closing Date (or such later date as may be agreed by the Borrower), a Note conforming to the requirements set forth in Section 2.11(e) ;
 
(ii)           the Guaranty and Security Agreement, duly executed by each Guarantor, and the Pledge Agreements, duly executed by Holdings and Christie, as applicable, together with (A) copies of UCC, tax, judgment lien, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case, as may be reasonably requested by the Administrative Agent or the Collateral Agent, (B) all documents representing all Securities being pledged pursuant to such Guaranty and Security Agreement and the Pledge Agreements and related undated powers or endorsements duly executed in blank and (C) all Control Agreements in favor of the Collateral Agent that, in the reasonable judgment of the Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by, in addition to the applicable Loan Party, the applicable Deposit Bank;
 
(iii)           the Management Services Agreement, duly executed by Cinedigm and the Borrower;
 
(iv)           the Back-Up Servicer Agreement, duly executed by the Back-Up Servicer and the Borrower;
 
(v)           duly executed opinions of counsel to the Loan Parties, each addressed to the Collateral Agent, the Administrative Agent and the Lenders and addressing such matters as the Administrative Agent or Lenders may reasonably request (including, without limitation, non-consolidation, true sale and corporate separateness opinions);
 
(vi)           a written, timely and duly executed and completed Notice of Borrowing;
 
(vii)           a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in any jurisdiction, amended as reasonably required by the Administrative Agent to obtain the Debt Rating referred to in Section 3.1(h) and certified as of a recent date by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in its jurisdiction of organization and each other jurisdiction where such Loan Party is qualified to do
 

 
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business as a foreign entity or where such qualification is necessary (and, if appropriate in any such jurisdiction, related tax certificates; provided that such related tax certificates may be provided within thirty (30) days following the Closing Date);
 
(viii)           a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification and (C) the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party;
 
(ix)           a certificate of the President, Chief Executive Officer or Chief Financial Officer of the Borrower certifying that as of the Closing Date and both before and after giving effect to the funding of the Term Loans: (A) the representations and warranties of the Loan Parties set forth in any Loan Document shall be true and correct on and as of such date, (B) each Loan Party is Solvent after giving effect to the funding of the Term Loans pursuant to Section 2.1 , the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and (C) no Default has occurred and is continuing;
 
(x)           insurance certificates in form and substance satisfactory to the Collateral Agent demonstrating that the insurance policies required by Section 7.5 (other than any insurance policies in respect of equipment subject to an Exhibitor Agreement which policies are maintained by the applicable Approved Exhibitor in accordance with the terms of such Exhibitor Agreement) are in full force and effect and have all terms required by Section 7.5 ;
 
(xi)           a certificate of a Responsible Officer of the Borrower certifying true, complete and correct executed copies of all material contracts attached to such certificate and in effect as of the Closing Date (including, without limitation, (A) all Exhibitor Agreements, (B) all Digital Cinema Deployment Agreements, (C) software license agreements between the Borrower and Holdings, including, without limitation, the Amended and Restated Software License Agreement dated as of February 28, 2013, by and between Holdings and the Borrower, (D) all Intercompany Agreements, (E) the Management Services Agreement and (F) all material employment agreements, and that each such material contract is in full force and effect and the Borrower is in compliance with all such material contracts as of the Closing Date;
 
(xii)           a certificate from the Chief Financial Officer of Cinedigm demonstrating as of the Closing Date for the most recent trailing twelve-month period for which quarterly financial statements are available (i) Consolidated EBITDA that is not less than $39.18 million, (ii) a ratio of (A) Consolidated Total Debt to (B) Consolidated EBITDA of no more than 3.32:1.00 and (iii) projections showing a Consolidated Fixed Charge Coverage Ratio for the next full fiscal quarter of no less than 1.20:1.00.  Such certificate shall be addressed to the Lenders and accompanied by the Initial Financial
 

 
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Statements which audited Initial Financial Statements for the fiscal year ending March 31, 2012 shall have been reviewed and certified by the Group Members’ Accountants; and
 
(xiii)           consents, waivers, acknowledgements and other agreements from any Loan Party or third parties which the Administrative Agent or the Collateral Agent may deem necessary in order to permit, protect or perfect the Collateral Agent’s security interests in and Liens upon the Collateral and to effectuate the provisions of this Agreement and the other Loan Documents, including, without limitation, mortgagee or landlord waivers, estoppel certificates, bailee letters, consignment notices and other similar agreements; provided that an Acknowledgement and Consent to Assignment from (A) The Weinstein Company LLC and (B) Overture Films, LLC may be provided within sixty (60) days following the Closing Date (or such later period as may be agreed to by the Administrative Agent in its sole discretion), in form and substance satisfactory to the Administrative Agent.
 
(b)            Fees and Expenses .  There shall have been paid to the Administrative Agent, for the account of the applicable Person all fees and all reimbursements of costs or expenses, in each case due and payable under any Loan Document on or before the Closing Date.
 
(c)            Business Plan .  The Administrative Agent and the Lenders shall have received and be reasonably satisfied with the Initial Projections.
 
(d)            Consents .  Each Group Member shall have received all consents and authorizations required pursuant to any material Contractual Obligation with any other Person and shall have obtained all Permits of, and effected all notices to and filings with, any Governmental Authority, in each case, as may be necessary in connection with the consummation of the transactions contemplated in any Loan Document.
 
(e)            Material Adverse Effect .  Since March 31, 2012, (a) there shall not have occurred or become known to the Administrative Agent any event, development or circumstance that has caused or could reasonably be expected to cause a Material Adverse Effect and (b) there shall not have occurred or became known to the Administrative Agent any material adverse condition or material adverse change in or affecting the industry in which Cinedigm or the Loan Parties operate.
 
(f)            Litigation .  No litigation shall have been commenced which would challenge the transactions contemplated hereunder or which, if successful, would have a material adverse impact on the transactions contemplated hereunder, the Borrower, its business or its ability to repay the Term Loans.
 
(g)            Minimum Operating Cash Balance .  The Administrative Agent shall have received evidence in form reasonably satisfactory to it that as of the Closing Date (i) the Operating Account has a minimum cash balance of $250,000 and (ii) the Collection Account has a minimum cash balance of $4,085,314.01.
 
(h)            Debt Rating .  A Debt Rating of Baa3 (Stable) or higher shall have been received from Moody’s.
 

 
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(i)            Cash Management .  The Administrative Agent shall be satisfied that the Borrower shall have established a cash management system consistent with Section 7.11 .
 
(j)            New Information .  There shall not have occurred or become known to the Administrative Agent since December 31, 2012 any information or other matter affecting any Loan Party or any of its Affiliates or the transactions contemplated by the Loan Documents that, in the Administrative Agent’s judgment, is inconsistent in a material and adverse manner with any such information or other matter disclosed to the Administrative Agent prior to such date.
 
(k)            Corporate Structure, Etc.   The management, corporate structure, capital structure, other instruments governing Indebtedness, material contracts and governing documents of the Group Members shall be acceptable to the Administrative Agent.
 
(l)            IP Escrow; Licenses .   The Administrative Agent and the Lenders shall be satisfied that the escrow arrangements contemplated in Section 3.5 of the Management Services Agreement with respect to Intellectual Property necessary to properly support the Digital Systems and otherwise perform the Services (as defined therein) shall have been consummated.  The Collateral Agent shall have received license agreements, in form and substance acceptable to the Administrative Agent, with respect to the software subject to such escrow.
 
(m)            Termination of Existing Hedges .  The Administrative Agent and the Lenders shall be satisfied that all Existing Secured Hedging Documents, related obligations (including all applicable termination payments), shall have been terminated and paid in full, as applicable or, other arrangements with respect thereto, acceptable to the Administrative Agent, shall have been made.
 
(n)            Sageview Refinancing .  Cinedigm shall have consummated the refinancing of its existing indebtedness represented by the Senior Secured Amended and Restated Note, dated May 6, 2010, payable to Sageview Capital Master, L.P. (“ Sageview ”) (as such note shall have been further amended, restated, supplemented or otherwise modified from time to time) such that all existing direct and indirect rights and interests of Sageview in the Phase I assets and equity shall have been released on terms and conditions reasonably acceptable to the Administrative Agent, prior to or concurrently with the effectiveness of this Agreement on terms and conditions reasonably acceptable to the Administrative Agent.
 
(o)            Additional Matters .  The Administrative Agent shall have received such additional documents and information as any Lender, through the Administrative Agent, may reasonably request.
 
Section 3.2.     Determinations of Initial Borrowing Conditions .  For purposes of determining compliance with the conditions specified in Section 3.1 , each Lender shall be deemed to be satisfied with each document and each other matter required to be satisfactory to such Lender upon delivery of its executed signature page to this Agreement to the Administrative Agent unless, prior to the Closing Date, the Administrative Agent receives notice from such Lender specifying such Lender’s objections and such Lender has not made available its Pro Rata Share of any Borrowing scheduled to be made on the Closing Date.
 

 
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ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
 
To induce the Lenders and the Agents to enter into the Loan Documents, the Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) represents and warrants to each of them each of the following as of the Closing Date:
 
Section 4.1.     Corporate Existence; Compliance with Law .  Each of Holdings and each Group Member (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not, in the aggregate, have a Material Adverse Effect, (c) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its property, to lease or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not have a Material Adverse Effect and (f) has all necessary Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, lease, sublease, operation, occupation or conduct of its business, except where the failure to obtain such Permits, make such filings or give such notices would not, in the aggregate, have a Material Adverse Effect.
 
Section 4.2.     Power and Authority; No Conflicts; Due Execution, Delivery and Enforceability .  (a)   Power and Authority; No Conflicts .  The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated therein (i) are within such Loan Party’s corporate or similar powers and, at the time of execution thereof, shall have been duly authorized by all necessary corporate or similar action (including, if applicable, consent of holders of its Securities), (ii) do not (A) contravene such Loan Party’s Constituent Documents, (B) violate any applicable Requirement of Law, (C) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material Contractual Obligation of any Loan Party or any of its Subsidiaries (including other Loan Documents) other than those that (1) would not, in the aggregate, have a Material Adverse Effect and (2) are not created or caused by, or a conflict, breach, default or termination or acceleration event under, any Loan Document or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of its Subsidiaries and (iii) do not require any Permit of, or filing with, any Governmental Authority or any consent of, or notice to, any Person, other than (A) with respect to the Loan Documents, the filings required to perfect the Liens created by the Loan Documents and (B) those listed on Schedule 4.2 and that have been, or will be prior to the Closing Date, obtained or made, copies of which have been, or will be prior to the Closing Date, delivered to the Administrative Agent, and each of which on the Closing Date will be in full force and effect.
 
(b)            Due Execution, Delivery and Enforceability .  From and after its delivery to the Administrative Agent, each Loan Document (i) has been duly executed and delivered to the other parties thereto by each Loan Party party thereto and (ii) is the legal, valid and binding
 

 
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obligation of such Loan Party enforceable against such Loan Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and the effects of general principles of equity.
 
Section 4.3.     Ownership of Group Members .  Set forth on Schedule 4.3 is a complete and accurate list showing for each Group Member and each Subsidiary of any Group Member and each joint venture of any of them, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower and, in the case of the Stock of the Borrower, Holdings.  All outstanding Stock of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned beneficially and of record by a Group Member (or, in the case of the Borrower, by Holdings) free and clear of all Liens other than the security interests created by the Loan Documents and non-consensual Permitted Liens.  There are no Stock Equivalents with respect to the Stock of any Group Member or any Subsidiary of any Group Member or any joint venture of any of them as of the Closing Date, except as set forth on Schedule 4.3 .  Except as provided in the Constituent Documents delivered to the Administrative Agent on or prior to the Closing Date, there are no Contractual Obligations or other understandings to which Holdings, any Group Member, any Subsidiary of any Group Member or any joint venture of any of them is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Stock or Stock Equivalent of any Group Member or any such Subsidiary or joint venture.
 
Section 4.4.     Financial Statements .  (a)  Subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, each of the Initial Financial Statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of the Group Members and Cinedigm, as applicable, as at the date indicated and for the period indicated in accordance with GAAP.
 
(b)           On the Closing Date, (i) no Group Member has any material liability or other obligation (including Indebtedness, Guaranty Obligations, contingent liabilities and liabilities for taxes, long-term leases and unusual forward or long-term commitments) that is not reflected in the Financial Statements referred to in clause (a) above or in the notes thereto and not otherwise permitted by this Agreement and (ii) since the date of the Financial Statements referenced in clause (a) above, there has been no Sale of any material property of the Group Members and no purchase or other acquisition of any material property.
 
(c)           The Initial Projections have been prepared by the Borrower, in consultation with Cinedigm, as administrative servicer, in light of the operations of the business of the Group Members and reflect projections for the six year period beginning on the Closing Date on a quarterly basis for the first year and on a year by year basis thereafter.  As of the Closing Date, the Initial Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes to be reasonable and fair in light of conditions and facts known to such Persons as of the Closing Date and reflect the good faith, reasonable and fair estimates by such Persons of the future consolidated financial performance of the Group Members and the other information projected therein for the periods set forth therein.
 

 
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Section 4.5.     Material Adverse Effect .  Since March 31, 2012, there have been no events, circumstances, developments or other changes in facts that would, in the aggregate, have a Material Adverse Effect.
 
Section 4.6.     Solvency .  Both before and after giving effect to (a) the Term Loans made on or prior to the date this representation and warranty is made, (b) the disbursement of the proceeds of such Term Loans and (c) the payment and accrual of all transaction costs in connection with the foregoing, each of the Loan Parties is Solvent.
 
Section 4.7.     Litigation .  There are no pending (or, to the knowledge of any Group Member, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any Group Member with, by or before any Governmental Authority other than those that (a) cannot reasonably be expected to affect the Obligations, the Loan Documents, the other transactions contemplated therein, any Digital Cinema Deployment Agreement, any Exhibitor Agreement, any Service Agreement or the Management Services Agreement and (b) would not have, individually or in the aggregate, a Material Adverse Effect.
 
Section 4.8.     Taxes .  All federal and material state, local and foreign income and franchise and other tax returns, reports and statements (collectively, the “ Tax Returns ”) required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the date due.  No Tax Return is under audit or examination by any Governmental Authority and no notice of such an audit or examination or any assertion of any claim for taxes has been given or made by any Governmental Authority, except such audit, examination or claim as could not, if adversely determined, reasonably be expected to have a Material Adverse Effect.  Proper and accurate amounts have been withheld by each Tax Affiliate from their respective employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities.  No Tax Affiliate has participated in a "reportable transaction" within the meaning of Treasury Regulation Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent.
 
Section 4.9.     Margin Regulations .  None of the Group Members is engaged in the business of extending credit for the purpose of, and no proceeds of any Term Loan or other extensions of credit hereunder will be used for the purpose of, buying or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board) or extending credit to others for the purpose of purchasing or carrying any such margin stock, in each case in contravention of Regulation T, U or X of the Federal Reserve Board.
 
Section 4.10.     No Burdensome Obligations; No Defaults .  No Group Member is a party to any Contractual Obligation, no Group Member has Constituent Documents containing obligations, and, to the knowledge of any Group Member, there are no applicable Requirements of Law, in each case the compliance with which would have, in the aggregate, a Material Adverse Effect.  No Group Member (and, to the knowledge of each Group Member, no other party thereto) is in default under or with respect to any Contractual Obligation of any Group
 

 
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Member, which Contractual Obligation is material to the operation of the Group Member’s business and which default gives the applicable third party the right to terminate such Contractual Obligation.
 
Section 4.11.     Investment Company Act .  No Group Member is an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940.
 
Section 4.12.        Labor Matters .  There are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any Group Member, threatened) against or involving any Group Member, except, for those that would not, in the aggregate, have a Material Adverse Effect.  As of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Group Member, (b) no petition for certification or election of any such representative is existing or pending with respect to any employee of any Group Member and (c) no such representative has sought certification or recognition with respect to any employee of any Group Member.
 
Section 4.13.     ERISA .   Schedule 4.13 sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans.  Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401   or 501 of the Code or other Requirements of Law so qualifies.  Except for those that would not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of any Group Member, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Group Member incurs or otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur.  On the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding.  No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.  No ERISA Affiliate has incurred any liability under Title IV of ERISA that remains outstanding (other than PBGC premiums due but not delinquent).
 
Section 4.14.     Environmental Matters .  Except as set forth on Schedule 4.14 , (a) the operations of each Group Member are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, other than non-compliances that, in the aggregate, would not have a reasonable likelihood of resulting in Material Environmental Liabilities, (b) no Group Member is party to, and no Group Member and no real property currently (or to the knowledge of any Group Member previously) owned, leased, subleased, operated or otherwise occupied by or for any Group Member is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of any Group Member, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar notice under or pursuant to any Environmental Law other than those that, in the aggregate, are not reasonably likely to result in Material Environmental Liabilities, (c) no Lien in
 

 
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favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any property of any Group Member and, to the knowledge of each Group Member, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to any such property, (d) no Group Member has caused or suffered to occur a Release of Hazardous Materials at, to or from any real property of any Group Member and each such real property is free of contamination by any Hazardous Materials except for such Release or contamination that could not reasonably be expected to result, in the aggregate, in Material Environmental Liabilities, (e) no Group Member (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations, or (ii) knows of any facts, circumstances or conditions, including receipt of any information request or notice of potential responsibility under CERCLA or other Environmental Laws, that, in the aggregate, would have a reasonable likelihood of resulting in Material Environmental Liabilities and (f) each Group Member has made available to the Administrative Agent copies of all existing environmental reports, reviews and audits and all documents pertaining to actual or potential Environmental Liabilities, in each case to the extent such reports, reviews, audits and documents are in their possession, custody or control.
 
Section 4.15.     Intellectual Property .  Each Group Member owns or licenses all material Intellectual Property that is necessary for the operations of its business.  To the knowledge of each Group Member, (a) the conduct and operation of the business of each Group Member does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person and (b) no other Person has contested any right, title or interest of any Group Member in, or relating to, any Intellectual Property, other than, in each case, as would not, in the aggregate, have a Material Adverse Effect.  In addition, (x) there are no pending (or, to the knowledge of any Group Member, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any Group Member with respect to, (y) no judgment or order regarding any such claim has been rendered by any competent Governmental Authority, no settlement agreement or similar Contractual Obligation has been entered into by any Group Member, with respect to and (z) no Group Member knows or has any reason to know of any valid basis for any claim based on, any such infringement, misappropriation, dilution, violation or impairment or contest, other than, in each case, as would not, in the aggregate, have a Material Adverse Effect.
 
Section 4.16.     Title; Real Property .  (a) Each Group Member has good and marketable fee simple title to all owned real property and valid leasehold interests in all leased real property, and owns all personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent Financial Statements delivered by the Borrower, and none of such property is subject to any Lien except Permitted Liens.
 
(b)           Set forth on Schedule 4.16 is, as of the Closing Date, (i) a complete and accurate list of all real property owned in fee simple by any Group Member or in which any Group Member owns a leasehold interest setting forth, for each such real property, the current street address (including, where applicable, county, state and other relevant jurisdictions), the record owner thereof and, where applicable, each lessee and sublessee thereof, (ii) any lease, sublease, license or sublicense of such real property by any Group Member and (iii) for each such real property that the Collateral Agent or the Administrative Agent has requested be subject to a Mortgage or that is otherwise material to the business of any Group Member, each
 

 
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Contractual Obligation by any Group Member, whether contingent or otherwise, to Sell such real property.
 
Section 4.17.     Full Disclosure .  The written information prepared or furnished by or on behalf of (and with the consent or at the direction of) Cinedigm, Holdings or any Group Member in connection with any Loan Document (including the information contained in any Financial Statement or Disclosure Document) or the consummation of any transaction contemplated therein, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances when made, not misleading in any material respect; provided , however , that projections contained therein are not to be viewed as factual and that actual results during the periods covered thereby may differ from the results set forth in such projections by a material amount.  All projections that are part of such information (including those set forth in any Projections delivered subsequent to the Closing Date) are based upon good faith estimates and stated assumptions believed to be reasonable and fair as of the date made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein.  All facts known to Cinedigm, Holdings or any Group Member and material to the financial condition, business, property or prospects of Cinedigm, Holdings or the Group Members taken as one enterprise have been disclosed to the Lenders.
 
Section 4.18.     Deposit and Disbursement Accounts .  Other than the Cash Management Accounts, no Group Member owns or has an interest (whether ownership interest, an interest in deposited funds or otherwise) in any deposit or other bank account (including any securities account or any zero balance, payroll, withholding or other fiduciary account).
 
Section 4.19.     Agreements and Other Documents .  As of the Closing Date, each Group Member has provided to the Administrative Agent accurate and complete copies of all of the following agreements or documents to which it is subject and each of which is listed on Schedule 4.19 : all Exhibitor Agreements; all Service Agreements; all Digital Cinema Deployment Agreements; the Management Services Agreement, all material licenses and permits held by the Group Members; instruments and documents evidencing any Indebtedness of such Group Member and any Lien granted by such Group Member with respect thereto; and  instruments and agreements evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Group Member.
 
Section 4.20.     DCI Spec Compliance .  As of the Closing Date, all Digital Systems comply with the Digital Cinema System Specification V1.1 issued April 12, 2007 by Digital Cinema Initiatives, LLC, as amended from time to time.
 
Section 4.21.     Material Digital Cinema Deployment Agreements .   Schedule 4.21 sets forth, as of the Closing Date, a complete and accurate list of all Distributors party to a Material Digital Cinema Deployment Agreement.
 

 
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ARTICLE V.
FINANCIAL COVENANTS
 
The Borrower agrees with the Lenders and the Agents to each of the following, as long as any Obligation remains outstanding:
 
Section 5.1.     Maximum Consolidated Leverage Ratio .  The Borrower shall not have, as of the last day of any Fiscal Quarter set forth below, a Consolidated Leverage Ratio greater than the maximum ratio set forth opposite such Fiscal Quarter:
 

 
FISCAL QUARTER ENDING
MAXIMUM CONSOLIDATED LEVERAGE RATIO
June 2013
3.75:1.00
September 2013
3.50:1.00
December 2013
3.25:1.00
March 2014
3.00:1.00
June 2014
2.75:1.00
September 2014
2.50:1.00
December 2014
2.25:1.00
March 2015
2.00:1.00
June 2015
2.00:1.00
September 2015
1.75:1.00
December 2015
1.50:1.00
March 2016
1.25:1.00
June 2016
1.00:1.00
September 2016
1.00:1.00
December 2016
0.75:1.00
March 2017
0.50:1.00
June 2017
0.50:1.00
September 2017- and each fiscal quarter thereafter until the Maturity Date
0.25:1.00

Section 5.2.     Minimum Consolidated Fixed Charge Coverage Ratio .  Commencing with the Fiscal Quarter ended June 30, 2013, the Borrower shall not have, as of the last day of such Fiscal Quarter or any Fiscal Quarter ended thereafter, a Consolidated Fixed Charge Coverage Ratio for the trailing 12-month period ending on such date of less than 1.05 to 1.00.  The Consolidated Fixed Charge Coverage Ratio for the Fiscal Quarters ending June 30, 2013, September 30, 2013 and December 31, 2013, shall be calculated using “Annualized Consolidated Cash Interest Expense” and “Annualized Consolidated Income Tax Liability”.  For purposes of this Section 5.2 , (A) “Annualized Consolidated Cash Interest Expense” means (1) with respect to the Fiscal Quarter ending June 30, 2013, Consolidated Cash Interest Expense for such Fiscal Quarter multiplied by 4; (2) with respect to the Fiscal Quarter ending September 30, 2013, Consolidated Cash Interest Expense for the period commencing on April 1, 2013 through
 

 
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September 30, 2013 multiplied by 2; and (3) with respect to the Fiscal Quarter ending December 31, 2013, Consolidated Cash Interest Expense for the period commencing on April 1, 2013 through December 31, 2013 multiplied by 4/3; and (B) “Annualized Consolidated Income Tax Liability” means (1) with respect to the Fiscal Quarter ending June 30, 2013, Consolidated Income Tax Liability of the Borrower and its Subsidiaries for such Fiscal Quarter multiplied by 4; (2) with respect to the Fiscal Quarter ending September 30, 2013, Consolidated Income Tax Liability of the Borrower and its Subsidiaries for the period commencing on April 1, 2013 through September 30, 2013 multiplied by 2; and (3) with respect to the Fiscal Quarter ending December 31, 2013, Consolidated Income Tax Liability of the Borrower and its Subsidiaries for the period commencing on April 1, 2013 through December 31, 2013 multiplied by 4/3.
 
ARTICLE VI.
REPORTING COVENANTS
 
The Borrower (and, to the extent set forth in any other Loan Document, each other Group Member) agrees with the Lenders and the Agents to each of the following, as long as any Obligation remains outstanding:
 
Section 6.1.     Financial Statements .  The Borrower shall deliver to the Administrative Agent (for further distribution to the Lenders and Moody’s in respect of the items listed in clauses (a) , (b) and (c) below) each of the following:
 
(a)            Monthly Reports .  As soon as available, and in any event within 30 days after the end of each fiscal month in each Fiscal Quarter, a management report in form and substance acceptable to the Administrative Agent, setting forth in reasonable detail, among other things (i) the income, cash flow and selling, general and administrative expense for such fiscal month and that portion of the Fiscal Year ending as of the close of such fiscal month, (ii) in comparative form the figures for (A) the corresponding period in the Budget and (B) the corresponding period in the prior Fiscal Year, (iii) the aggregate amount of cash on hand as of the end of such fiscal month, (iv) on an aggregate and per distributor basis (A) the number of digital titles released pursuant to a Digital Cinema Deployment Agreement and (B) the VPFs and associated accounts receivable, (v) on an aggregate and per exhibitor basis (A) the revenue generated from Non-Traditional Content (as defined in the applicable Exhibitor Agreement), and (B) the revenue generated from Traditional Motion Picture Content (as defined in the applicable Exhibitor Agreement) distributed by a Non-Participating Distributor, (vi) the amount of Capital Expenditures, (vii) with respect to the Cash Management Accounts not maintained with SG, a copy of the bank statement for each such account as at the end of such fiscal month, (viii) a list of all Digital Systems that are not Installed Digital Systems, the location of same and a list of each such Digital System projected to be redeployed in the following 30-day period, (ix) copies of internally prepared reports detailing the utilization of the Installed Digital Systems and amounts billed to contracted parties, each in form and substance reasonably satisfactory to the Administrative Agent, it being acknowledged that, to the extent the above enumerated information is provided, the form of internally prepared report previously delivered pursuant to the Existing Facility is acceptable, (x) all taxes (including property taxes) paid for such fiscal month and that portion of the Fiscal Year ending as of the close of such fiscal month; provided that, if amounts for taxes exceeds $400,000 in the aggregate in any Fiscal Year, the Borrower must provide additional documentation evidencing such excess as the Administrative Agent may
 

 
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reasonably request, (xi) the calculations of the Servicing Fees and Incentive Servicing Fees paid for such fiscal month and that portion of the Fiscal Year ending as of the close of such fiscal month, (xii) the calculations of Permitted Back-Up Services Expenses owing as the close of such fiscal month together with all other Back-Up Services Expenses owing as of the close of such fiscal month and (xiii) a reconciliation with respect to (A) differences between expenses reflected in the Cash Expense Report delivered for such fiscal month, expenses reflected pursuant to clause (i) above and disbursements from the Operating Account pursuant to Section 7.11(d)(i) and 7.11(e)(i) , as applicable and (B) equipment activity to billing records and (xiv) beginning with the first full monthly reporting period after the Closing Date, the calculation of the Screen Turnover Ratio.
 
(b)            Quarterly Reports .  As soon as available, and in any event within 45 days after the end of each Fiscal Quarter of each Fiscal Year, the Consolidated and consolidating unaudited balance sheet of the Group Members as of the close of such Fiscal Quarter and related Consolidated and consolidating statements of income and cash flow for such Fiscal Quarter and that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year and the figures contained in the latest Projections, in each case certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the Consolidated and consolidating financial position, results of operations and cash flow of the Group Members as at the dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments).
 
(c)            Annual Reports .  Commencing with the Fiscal Year ended March 31, 2013, as soon as available, and in any event within 90 days after the end of each Fiscal Year, the Consolidated and consolidating balance sheet of the Group Members as of the end of such Fiscal Year and related Consolidated and consolidating statements of income, stockholders’ equity and cash flow for such Fiscal Year, each prepared in accordance with GAAP, together with a certification by the Group Members’ Accountants that (i) such Consolidated and consolidating Financial Statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of the Group Members as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification as to the scope of the audit or as to going concern and without any other similar qualification and (ii) in the course of the regular audit of the businesses of the Group Members, which audit was conducted in accordance with the standards of the United States’ Public Company Accounting Oversight Board (or any successor entity), such Group Members’ Accountants have obtained no knowledge that a Default in respect of any financial covenant contained in Article V has occurred and is continuing or, if in the opinion of the Group Members’ Accountants such a Default has occurred and is continuing, a statement as to the nature thereof (which certification with respect to clause (ii) may be limited or omitted to the extent required by accounting rules or guidelines).
 
(d)            Compliance Certificate .  Together with each delivery of any Financial Statement pursuant to clause (b) or (c) above, a Compliance Certificate duly executed by a Responsible Officer of the Borrower that, among other things, (i) demonstrates compliance with each financial covenant contained in Article V and Section 8.16 , (ii) shows in reasonable detail the amount of Capital Expenditures as of the end of such fiscal period and any amounts paid by the Administrative Servicer for Capital Expenditures, (iii) provides a list of all Installed Digital
 

 
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Systems and the location of the same and (iv) states that no Default has occurred and is continuing as of the date of delivery of such Compliance Certificate or, if a Default has occurred and is continuing, states the nature thereof and the action that the Borrower proposes to take with respect thereto.
 
(e)            Corporate Chart and Other Collateral Updates .  As part of the Compliance Certificate delivered pursuant to clause (d) above, each in form and substance satisfactory to the Administrative Agent, a certificate by a Responsible Officer of the Borrower that (i) the Corporate Chart attached thereto (or the last Corporate Chart delivered pursuant to this clause (e) ) is correct and complete as of the date of such Compliance Certificate, (ii) the Loan Parties have delivered all documents (including updated schedules as to locations of Collateral and acquisition of Intellectual Property or real property) they are required to deliver pursuant to any Loan Document on or prior to the date of delivery of such Compliance Certificate and (iii) complete and correct copies of all documents modifying any term of any Constituent Document of any Loan Party or joint venture thereof on or prior to the date of delivery of such Compliance Certificate have been delivered to the Administrative Agent or are attached to such certificate.
 
(f)            Additional Projections .  (i) As soon as available and in any event not later than thirty (30) calendar days following the commencement of each Fiscal Year (beginning April 30, 2013), the annual business plan and the Budget of the Group Members for such Fiscal Year approved by the Borrower’s Board of Directors (or the equivalent thereof) and updated if the Borrower’s Board of Directors approves a changed version and (ii) as soon as available and in any event not later than the commencement of each Fiscal Year, forecasts prepared by management of the Borrower (A) for each month in such next succeeding Fiscal Year and (B) for each other succeeding Fiscal Year through the Fiscal Year containing the Maturity Date, in each case including in such forecasts (x) a projected year-end Consolidated and consolidating balance sheet, income statement and statement of cash flows for the Group Members, (y) a statement of all of the material assumptions on which such forecasts are based and (z) substantially the same type of financial information as that contained in the Initial Projections.
 
(g)            Management Discussion and Analysis .  Together with each delivery of any Compliance Certificate pursuant to clause (d) above, a discussion and analysis of the financial condition and results of operations of the Group Members for the portion of the Fiscal Year then elapsed and discussing the reasons for any significant variations from the Projections for such period and the figures for the corresponding period in the previous Fiscal Year.
 
(h)            Audit Reports, Management Letters, Etc .  Together with each delivery of any Financial Statement for any Fiscal Year pursuant to clause (c) above, copies of each management letter, audit report or similar letter or report received by any Group Member from any independent registered certified public accountant (including the Group Members’ Accountants) in connection with such Financial Statements or any audit thereof, each certified to be complete and correct copies by a Responsible Officer of the Borrower as part of the Compliance Certificate delivered in connection with such Financial Statements.
 
(i)            Insurance Certifications .
 

 
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(i)           At each policy renewal, but not less than annually, a certification from each insurer or by an authorized representative of each insurer identifying the underwriters, the type of insurance, the limits, deductibles, and term thereof and shall specifically list the provisions delineated in clause (b) of Schedule 7.5 ;
 
(ii)           Concurrently with the furnishing of all certificates referred to in clause (i) above, a statement from an independent insurance broker, reasonably acceptable to the Administrative Agent, stating that (A) all premiums then due have been paid and (B) in the opinion of such broker, the insurance then maintained by the Borrower is in accordance with clause (b) of Schedule 7.5 ;
 
(iii)           The Borrower shall request such insurance broker, upon its first knowledge, to advise the Administrative Agent promptly in writing of any default in the payment of any premiums or any other act or omission, on the part of any Person, which might invalidate or render unenforceable, in whole or in part, any insurance provided by the Borrower hereunder; and
 
(iv)           Promptly after becoming available, but in any event within 45 days of the redeployment of any Digital System on or after the Closing Date, an insurance certificate in form and substance satisfactory to the Collateral Agent demonstrating that the insurance policies required by Section 7. 5 in respect of such Digital System are in full force and effect and have all the terms required by Section 7.5 .
 
(j)            Cash Expense Report .  As soon as available, and in any event at least on or prior to each Monthly Application Date and Quarterly Application Date, a report in form and substance acceptable to the Administrative Agent setting forth in reasonable detail (i) the cash balance of each Cash Management Account as of the fiscal month most recently ended, (ii) actual cash disbursements from the Operating Account for such fiscal month and (iii) categorizing each such cash disbursement with respect to its placement in the application of funds provisions described in Sections 7.11(d) or 7.11(e) , as applicable.
 
(k)            Waterfall Report .  As soon as available, and in any event at least on or prior to each Monthly Application Date and Quarterly Application Date, a report (i) in form and substance consistent with the report delivered on each Monthly Application Date and Quarterly Application Date to the Administrative Agent under the Existing Facility and (ii) acceptable to the Administrative Agent setting forth in reasonable detail (A) the cash balance  of the Collection Account as of the fiscal month most recently ended, (B) the total amount of payments made on the immediately preceding Payment Date, (C) the amounts collected during the related monthly period and (D) the Servicing Fee and Incentive Servicing Fee due and payable as of such Monthly Application Date or Quarterly Application Date, as applicable.
 
(l)            Other Agreements .  Promptly after the execution thereof, copies of all Digital Cinema Deployment Agreements, Exhibitor Agreements, Service Agreements and any Intercompany Agreements not previously delivered to the Administrative Agent in accordance with this Agreement.
 

 
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Section 6.2.     Other Events .  The Borrower shall give the Administrative Agent notice of each of the following (which notice may be made by telephone if promptly confirmed in writing) promptly (but, in any event, no later than five (5) days) after any Responsible Officer of any Group Member knows or has reason to know of it: (a)(i) any Default and (ii) any event that would reasonably be expected to have a Material Adverse Effect, specifying, in each case, the nature and anticipated effect thereof and any action proposed to be taken in connection therewith, (b) any event (other than any event involving loss or damage to property) reasonably expected to result in a mandatory prepayment of the Obligations pursuant to Section 2.5 , stating the material terms and conditions of such transaction and estimating the Net Cash Proceeds thereof, (c) the commencement of, or any material developments in, any action, investigation, suit, proceeding, audit, claim, demand, order or dispute with, by or before any Governmental Authority affecting any Group Member or any property of any Group Member that (i) seeks injunctive or similar relief, (ii) in the reasonable judgment of the Borrower, exposes any Group Member to liability in an aggregate amount in excess of $250,000 or (iii) if adversely determined, would reasonably be expected to have a Material Adverse Effect and (d) the acquisition of any material real property or the entering into any material lease.
 
Section 6.3.     Copies of Notices and Reports .  The Borrower shall promptly deliver to the Administrative Agent copies of each of the following: (a) all reports that the Borrower transmits to its security holders generally, (b) all documents that any Group Member files with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., any securities exchange or any Governmental Authority exercising similar functions, (c) all press releases issued by any Group Member or, to the extent such press release relates to a Group Member, Cinedigm or Holdings not made available directly to the general public, (d) all material documents, notices or reports transmitted or delivered or received pursuant to, or in connection with, any Digital Deployment Agreement, Exhibitor Agreement, Service Agreement, Intercompany Agreement, IP License or the Management Services Agreement and (e) any material document transmitted or received pursuant to, or in connection with, any Contractual Obligation governing Indebtedness of any Group Member.
 
Section 6.4.     Taxes .  The Borrower shall give the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly after any Responsible Officer of any Group Member or a Tax Affiliate knows or has reason to know of it:  (a) the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any taxes with respect to any Tax Affiliate and (b) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would reasonably be expected to have a Material Adverse Effect.
 
Section 6.5.     Labor Matters .  The Borrower shall give the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing), promptly after, and in any event within 30 days after any Responsible Officer of any Group Member knows of it: (a) the commencement of any material labor dispute to which any Group Member is or may become a party, including any strikes, lockouts or other disputes relating to any of such Person’s plants and other facilities and (b) the incurrence by any Group Member of
 

 
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liability under the Worker Adjustment and Retraining Notification Act or related or similar liability incurred with respect to the closing of any plant or other facility of any such Person (other than, in the case of this clause (b) , those that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect).
 
Section 6.6.     ERISA Matters .  The Borrower shall give the Administrative Agent (a) on or prior to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (b) promptly, and in any event within 10 days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know that an ERISA Event has occurred, a notice (which may be made by telephone if promptly confirmed in writing) describing such ERISA Event and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto.
 
Section 6.7.     Environmental Matters .  (a)  The Borrower shall provide the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly (but, in any event, no later than five (5) days) after any Responsible Officer of any Group Member knows or has reason to know of it (and, upon reasonable request of the Administrative Agent, documents and information in connection therewith): (i)(A) unpermitted Releases, (B) the receipt by any Group Member of any notice of violation of or potential liability or similar notice under, or the existence of any condition that could reasonably be expected to result in violations of or   liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or liability under any Environmental Law, that, for each of clauses (A) , (B) and (C) above (and, in the case of clause (C) , if adversely determined), in the aggregate for each such clause, could reasonably be expected to result in Environmental Liabilities in excess of $250,000, (ii) the receipt by any Group Member of notification   that any property of any Group Member is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities and (iii) any proposed acquisition or lease of real property if such acquisition or lease would have a reasonable likelihood of resulting in aggregate Environmental Liabilities in excess of $250,000.
 
(b)           Upon request of the Administrative Agent, the Borrower shall provide the Administrative Agent a report containing an update as to the status of any environmental, health or safety compliance, hazard or liability issue identified in any document delivered to any Secured Party pursuant to any Loan Document or as to any condition reasonably believed by the Administrative Agent to have a reasonable likelihood of resulting in Material   Environmental Liabilities.
 
Section 6.8.     Other Information .  The Borrower shall provide the Administrative Agent with such other documents and information with respect to the business, property, condition (financial or otherwise), legal, financial or corporate or similar affairs or operations of any Group Member as the Administrative Agent or such Lender through the Administrative Agent may from time to time reasonably request.
 

 
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ARTICLE VII.
AFFIRMATIVE COVENANTS
 
The Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees with the Lenders and the Agents to each of the following, as long as any Obligation remains outstanding:
 
Section 7.1.     Maintenance of Corporate Existence .  Holdings and each Group Member shall (a) preserve and maintain its legal existence, except in the consummation of transactions expressly permitted by Section 8.7 , and (b) preserve and maintain it rights (charter and statutory), privileges franchises and Permits necessary or desirable in the conduct of its business, except, in the case of this clause (b) , where the failure to do so would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
 
Section 7.2.     Compliance with Laws, Etc .  Each Group Member shall comply in all material respects with (i) all applicable Requirements of Law, (ii) all Contractual Obligations and (iii) all Permits.
 
Section 7.3.     Payment of Obligations .  Each Group Member shall pay or discharge before they become delinquent (a) all material claims, taxes, assessments, charges and levies imposed by any Governmental Authority and (b) all other lawful claims that if unpaid would, by the operation of applicable Requirements of Law, become a Lien upon any property of any Group Member, except, in the case of clauses (a) and (b) , for those (x) whose amount or validity is being contested in good faith by proper proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Group Member in accordance with GAAP or (y) which encumber property that, individually or in the aggregate, has a value of less than $250,000.
 
Section 7.4.     Maintenance of Property .  Each Group Member shall maintain and preserve (a) in good working order and condition all of its property necessary in the conduct of its business and (b) all rights, permits, licenses, approvals and privileges (including all Permits) necessary, used or useful, whether because of its ownership, lease, sublease or other operation or occupation of property or other conduct of its business, and shall make all necessary or appropriate filings with, and give all required notices to, Government Authorities, except for such failures to maintain and preserve the items set forth in clauses (a) and (b) above that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
 
Section 7.5.     Maintenance of Insurance .  (a)  Each Group Member shall (i) maintain or cause to be maintained in full force and effect all policies of insurance of any kind with respect to the property and businesses of the Group Members (including policies of life, fire, theft, product liability, public liability, general liability, property damage, other casualty, employee fidelity, workers’ compensation, business interruption and employee health and welfare insurance) with financially sound and reputable insurance companies or associations (in each case that are not Affiliates of the Borrower) of a nature and providing such coverage as is sufficient and as is customarily carried by businesses of the size and character of the business of the Group Members and in any event in form and substance reasonably acceptable to the Collateral Agent; it being agreed that the insurance set forth on Schedule 7.5 is acceptable and
 

 
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(ii) cause all such insurance relating to any property or business of any Group Member to name the Collateral Agent, on behalf of the Secured Parties, as additional insured or loss payee, as appropriate and with any requested endorsements and to provide that no cancellation, material addition in amount or material change in coverage shall be effective until after 30 days (or 10 days in the case of a payment default) notice thereof to the Collateral Agent.
 
(b)            General .  The Agents shall be entitled, upon reasonable advance notice, to review the Group Members’ insurance policies carried and maintained pursuant to this Section 7.5 . Upon request, the Borrower shall furnish the requesting Agent with copies of all insurance policies, binders, and cover notes or other evidence of such insurance. Notwithstanding anything to the contrary herein, no provision of this Section 7.5 or any provision of this Agreement shall impose on any Agent any duty or obligation to verify the existence or adequacy of the insurance coverage maintained by the Group Members, nor shall any Agent be responsible for any representations or warranties made by or on behalf of the Group Members to any insurance broker, company or underwriter.  The Collateral Agent, at its sole option, may obtain such insurance if not provided by the Borrower and in such event, the Borrower shall reimburse the Collateral Agent upon demand for the cost thereof together with interest.  The Group Members shall also carry and maintain, should their risk profile change during the term of this Agreement, any other insurance that the Administrative Agent may reasonably require from time to time.
 
Section 7.6.     Keeping of Books .  The Group Members shall keep proper books of record and account, in which full, true and correct entries shall be made in accordance with GAAP and all other applicable Requirements of Law of all financial transactions and the assets and business of each Group Member.
 
Section 7.7.     Access to Books and Property; Audit Rights .  Each Group Member shall permit the Agents, the Lenders and any Related Person of any of them, as often as reasonably requested, at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (a) visit and inspect the property of each Group Member and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Group Member, (b) discuss the affairs, finances and accounts of each Group Member with any officer or director of any Group Member, (c) communicate directly with any registered certified public accountants (including the Group Members’ Accountants) of any Group Member and (d) conduct such appraisals, audits, reviews, and investigations of the Collateral and any documents, instruments or agreements relating thereto; provided that , so long as no Event of Default has occurred and is continuing, the Agents, the Lenders and any Related Persons shall not, collectively or individually, exercise the rights granted under this Section 7.7 more often than twice in the aggregate in any Fiscal Year.  Each Group Member shall authorize their respective registered certified public accountants (including the Group Members’ Accountants) to communicate directly with the Agents, the Lenders and their Related Persons and to disclose to the Agents, the Lenders and their Related Persons all financial statements and other documents and information as they might have and any Agent or any Lender reasonably requests with respect to any Group Member.
 
Section 7.8.     Environmental .  Each Group Member shall comply with, and maintain its   property, whether owned, leased, subleased or otherwise operated or occupied, in compliance
 

 
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with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance or that is required by orders and directives of any Governmental Authority) except for failures to comply that would not, in the aggregate, have a Material Adverse Effect.  Without limiting the foregoing, if an Event of Default has occurred and is continuing or if the Administrative Agent at any time has a reasonable basis to believe that there exist violations of Environmental Laws by any Group Member or that there exist any Environmental Liabilities, in each case, that would reasonably be expected to have, in the aggregate, a Material Adverse Effect, then each Group Member shall, promptly upon receipt of request from the Administrative Agent, cause the performance of, and allow the Administrative Agent and its Related Persons access to such real property for the purpose of conducting, such environmental audits and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case as the Administrative Agent may from time to time reasonably request.  Such audits, assessments and reports, to the extent not conducted by the Administrative Agent or any of its Related Persons, shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to the Administrative Agent and shall be in form and substance reasonably acceptable to the Administrative Agent.
 
Section 7.9.     Use of Proceeds .  The proceeds of the Term Loans shall be used by the Borrower (and, to the extent distributed to them by the Borrower, each other Group Member) solely (a) to refinance Indebtedness under the Existing Facility, (b) to make a Restricted Payment to Cinedigm, indirectly via a Restricted Payment to Christie for further distribution, in lieu of future Restricted Payments from Excess Cash Flow, the amount of which payment shall include the Closing Date Servicing Fee Payment, (c) to fund the Debt Service Reserve and (d) for the payment of transaction costs, fees and expenses incurred in connection with the Loan Documents and the transactions contemplated therein.
 
Section 7.10.     Additional Collateral and Guaranties .  To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Group Member after the Closing Date to the extent permitted under Section 8.17 ), each Group Member shall, promptly, do each of the following, unless otherwise agreed by the Administrative Agent:
 
(a)           deliver to the Administrative Agent such modifications to the terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent or the Collateral Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent and as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to ensure the following:
 
(i)           (A) each Subsidiary of any Group Member that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (B) each Wholly Owned Subsidiary of any Group Member shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
 
(ii)           each Group Member (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in all of its
 

 
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property, including all of its Stock and Stock Equivalents and other Securities, as security for the Obligations of such Group Member.
 
(b)           deliver to the Collateral Agent all documents representing all Stock, Stock Equivalents and other Securities pledged pursuant to the documents delivered pursuant to clause (a) above, together with undated powers or endorsements duly executed in blank;
 
(c)           upon request of the Collateral Agent, deliver to it a Mortgage on any real property owned by any Loan Party (other than Holdings) and on any of its leases, together with all Mortgage Supporting Documents relating thereto (or, if such real property or the real property subject to such lease is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Collateral Agent to obtain the equivalent in such jurisdiction of a first-priority mortgage on such real property or lease);
 
(d)           to take all other actions necessary or advisable to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Collateral Agent), including the filing of UCC financing statements in such jurisdictions as may be required by the Loan Documents or applicable Requirements of Law or as the Collateral Agent may otherwise reasonably request; and
 
(e)           deliver to the Administrative Agent legal opinions relating to the matters described in this Section 7.10 , which opinions shall be as reasonably required by, and in form and substance and from counsel reasonably satisfactory to, the Administrative Agent.
 
Section 7.11.      Cash Management and Waterfall.
 
(a)            Establishment of Cash Management Accounts .  The Borrower agrees to establish with a Deposit Bank on or prior to the Closing Date (and maintain until the payment in full of the Obligations in accordance with this Section 7.11 ) each of the following lockbox or other Dollar deposit accounts listed (all of which Dollar deposit accounts shall, at the Borrower’s option, be interest-bearing) below on terms satisfactory to the Administrative Agent in its sole discretion (each to be referred to herein by the defined term provided below and, collectively, the “ Cash Management Accounts ”):
 
Name of Account
Deposit Bank
PO Box/Account Number
Defined Term for Account
Lockbox Account
JPMorgan Chase Bank, N.A.
PO Box 100346 and Account No.
“Lockbox Account”
Collection Account
SG
Account No.
“Collection Account”
Debt Service Account
SG
Account No.
“Debt Service
 
 
 
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Name of Account
Deposit Bank
PO Box/Account Number
Defined Term for Account
 
       
 
Account”
Operating Account
JPMorgan Chase Bank, N.A.
Account No.
“Operating Account”
Debt Service Reserve Account
Natixis, New York Branch
Account No.
“Debt Service Reserve Account”

 
(b)            Deposits into Lockbox Account; Transfer to Collection Account .  Each Group Member  shall  deposit or cause to be deposited all revenues and earnings derived from Installed Digital Systems (including all VPFs and Exhibitor Payments) into the Lockbox Account.  On or before the Closing Date, the Borrower shall enter into a Control Agreement with the applicable Deposit Bank and the Collateral Agent which provides for the Collateral Agent’s exclusive control over all cash collections and deposits received in the Lockbox Account and allows the Collateral Agent to require that such collections and deposits be transferred to the Collection Account within one (1) Business Day after receipt (or such longer period as required for funds clearance or required by the applicable Deposit Bank with which the Lockbox Account is maintained and agreed by the Administrative Agent).
 
(c)            Debt Service Reserve and Debt Service Reserve Account .  The Borrower shall fund and maintain at all times the Debt Service Reserve in the Debt Service Reserve Account in accordance with the terms of this Agreement and the Control Agreement governing the Debt Service Reserve Account.  On any Payment Date when no Event of Default has occurred and is continuing, the Administrative Agent may cause the Debt Service Reserve Account to be debited for the purpose of paying interest (other than Accrued Default Interest) and/or principal then due and payable to the extent amounts then on deposit in the Debt Service Account or otherwise available are insufficient.  During the continuance of an Event of Default, the Administrative Agent may, or, at the request of the Required Lenders, shall, cause the Debt Service Reserve Account to be debited for the purpose of paying interest and/or principal then due and payable to the extent amounts then on deposit in the Debt Service Account or otherwise available are insufficient.  Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent, on behalf of the Lenders, shall have recourse to the amounts in the Debt Service Reserve Account, if any, for (A) the payment of the principal of the Term Loans on the Maturity Date (or such earlier date on which the Term Loans become due and payable pursuant to Section 9.2 ) and (ii) the payment in full of all other Obligations on the Maturity Date or during the continuance of an Event of Default.  All earnings on the Debt Service Reserve shall be credited to the Debt Service Reserve Account. On or prior to each Quarterly Application Date, any amounts on deposit in the Debt Service Reserve Account in excess of the Debt Service Reserve (after giving effect to the applications to be made on such Quarterly Application Date), shall, upon the request of the Borrower, be remitted to the
 

 
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Collection Account so long as no Default has occurred and is continuing or would be caused thereby.
 
(d)            Applications on Monthly Application Date .  So long as no Event of Default has occurred and is continuing and until the Obligations have been repaid in full, funds in the Collection Account will be applied on each Monthly Application Date in the following priority:
 
(i)            First , to the Operating Account, an amount sufficient to pay or reimburse, as applicable, payment of (A) the Servicing Fee earned during the fiscal month reporting period reflected in the most recently delivered Waterfall Report and payable as of such Monthly Application Date (subject to reduction as provided in the Management Services Agreement during the existence of a Turnover Shortfall), (B) to the extent the Borrower is in compliance with its reporting requirements under Section 6.1(a)(x) , Permitted Tax Expenses, (C) Permitted Operating Expenses (subject to a maximum disbursement under this clause (C) of (1) for the Fiscal Year ending March 31, 2014, $200,000 and (2) for each Fiscal Year thereafter, 103% of the maximum disbursements permitted pursuant to this parenthetical for the immediately preceding Fiscal Year), (D) Permitted Back-Up Services Expenses, (E) Back-Up Services Expenses (other than Permitted Back-Up Services Expenses) and other operating expenses (other than Permitted Operating Expenses) to the extent such Back-Up Services Expenses and other operating expenses are deducted from the calculation of the Servicing Fee referenced in clause (A) above   and (F) Capital Expenditures to the extent permitted under Section 8.16, in the case of the amounts to be disbursed pursuant to clauses (B), (C), (D), (E) and (F) above, that are paid by the Group Members in the preceding fiscal month as reflected in the most recently delivered Cash Expense Report (with such adjustments by the Administrative Agent as necessary to reflect any applicable reconciliations reflected in the most recently delivered Management Report and Waterfall Report);
 
(ii)            Second , to the Administrative Agent, an amount equal to the unpaid costs and expenses, including attorneys’ fees and expenses, of any Agent or any Lender that are required to be reimbursed pursuant to this Agreement or any other Loan Document;
 
(iii)            Third , to the Debt Service Account, an amount equal to the sum of (A) the scheduled payment of principal of Term Loans due on the next succeeding Payment Date, (B) all interest (other than Accrued Default Interest) due and payable on the next succeeding Payment Date and (C) any scheduled amounts due under any Secured Hedging Documents on or prior to the next Payment Date;
 
(iv)            Fourth , to the Administrative Agent, an amount equal to all Accrued Default Interest, if any, and any fees and other amounts owing to the Lenders, the Arranger or the Agents under this Agreement, including amounts owing pursuant to Section 2.8 or Section 2.13 of this Agreement; provided that , to the extent amounts on deposit in the Collection Account are insufficient to pay in full all Accrued Default Interest pursuant to this clause (iv) , any unpaid Accrued Default Interest shall remain
 

 
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outstanding and accrue interest at the rate specified in Section 2.6(c) until paid in full pursuant to a subsequent application of funds under this Section 7.11 or Section 2.9(c) ;
 
(v)            Fifth , to the Debt Service Reserve Account, an amount (if any) necessary to cause the amount on deposit therein to equal the Debt Service Reserve;
 
(vi)            Sixth , to the extent that the amount on deposit in the Collection Account is less than the Target Minimum Cash Amount, to retain in the Collection Account an amount necessary to cause the amounts on deposit in the Collection Account as of such Monthly Application Date to equal the Target Minimum Cash Amount;
 
(vii)            Seventh , so long as no Servicer Performance Default has occurred and is continuing, to the Operating Account, or to an account directed by the Administrative Servicer, an amount sufficient to pay the Incentive Servicing Fee earned during the fiscal month reporting period reflected in the most recently delivered Waterfall Report and payable as of such Monthly Application Date.
 
Subject to Section 2.9(c) , amounts not utilized on a Monthly Application Date as set forth above shall be retained in the Collection Account for application on the next Monthly Application Date or Quarterly Application Date, as applicable.
 
(e)            Applications on Quarterly Application Date .  So long as no Event of Default has occurred and is continuing and until the Obligations have been repaid in full, funds in the Collection Account will be applied on each Quarterly Application Date in the following priority:
 
(i)            First , to the Operating Account, an amount sufficient to pay or reimburse, as applicable, payment of (A) the Servicing Fee earned during the fiscal month reporting period reflected in the most recently delivered Waterfall Report and payable as of such Quarterly Application Date (subject to reduction as provided in the Management Services Agreement during the existence of a Turnover Shortfall), (B) to the extent the Borrower is in compliance with its reporting requirements under Section 6.1(a)(x) , Permitted Tax Expenses, (C) Permitted Operating Expenses (subject to a maximum disbursement under this clause (C) of (1) for the Fiscal Year ending March 31, 2014, $200,000 and (2) for each Fiscal Year thereafter, 103% of the maximum disbursements permitted pursuant to this parenthetical for the immediately preceding Fiscal Year), (D) Permitted Back-Up Services Expenses, (E) Back-Up Services Expenses (other than Permitted Back-Up Services Expenses) and other operating expenses (other than Permitted Operating Expenses) to the extent such Back-Up Services Expenses and other operating expenses are deducted from the calculation of the Servicing Fee referenced in clause (A) above   and (F) Capital Expenditures to the extent permitted under Section 8.16, in the case of the amounts to be disbursed pursuant to clauses (B), (C), (D), (E) and (F) above, that are paid by the Group Members in the preceding fiscal month as reflected in the most recently delivered Cash Expense Report (with such adjustments by the Administrative Agent as necessary to reflect any applicable reconciliations reflected in the most recently delivered Management Report and Waterfall Report);
 

 
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(ii)            Second , to the Administrative Agent, an amount equal to the unpaid costs and expenses, including attorneys’ fees and expenses, of any Agent or any Lender that are required to be reimbursed pursuant to this Agreement or any other Loan Document;
 
(iii)            Third , to the Debt Service Account, an amount equal to the sum of (A) the scheduled payment of principal of Term Loans due on the next succeeding Payment Date, (B) all interest (other than Accrued Default Interest) due and payable on the next succeeding Payment Date and (C) any scheduled amounts due under any Secured Hedging Documents on or prior to the next Payment Date;
 
(iv)            Fourth , to the Administrative Agent, an amount equal to all Accrued Default Interest, if any, and any fees and other amounts owing to the Lenders, the Arranger or the Agents under this Agreement, including amounts owing pursuant to Section 2.8 or Section 2.13 of this Agreement; provided that , to the extent amounts on deposit in the Collection Account are insufficient to pay in full all Accrued Default Interest pursuant to this clause (iv) , any unpaid Accrued Default Interest shall remain outstanding and accrue interest at the rate specified in Section 2.6(c) until paid in full pursuant to a subsequent application of funds under this Section 7.11 or Section 2.9(c) ;
 
(v)            Fifth , to the Debt Service Reserve Account, an amount (if any) necessary to cause the amount on deposit therein to equal the Debt Service Reserve;
 
(vi)            Sixth , to the extent that the amount on deposit in the Collection Account is less than the Target Minimum Cash Amount, to retain in the Collection Account an amount necessary to cause the amounts on deposit in the Collection Account as of such Quarterly Application Date to equal the Target Minimum Cash Amount;
 
(vii)            Seventh , so long as no Servicer Performance Default has occurred and is continuing, to the Operating Account, or to an account directed by the Administrative Servicer, an amount sufficient to pay the Incentive Servicing Fee earned during the fiscal month reporting period reflected in the most recently delivered Waterfall Report and payable as of such Quarterly Application Date;
 
(viii)            Eighth , to the Administrative Agent, 100% of the Excess Cash Flow as a mandatory prepayment of the Term Loans to the extent required pursuant to Section 2.5(a) .
 
(f)           Subject to Section 2.9(c), amounts not utilized on a Quarterly Application Date as set forth above shall be retained in the Collection Account for application on the next Monthly Application Date or Quarterly Application Date, as applicable.
 
(g)            Distributions from the Debt Service Account on Payment Date .  On each Payment Date, amounts on deposit in the Debt Service Account shall be applied by the Administrative Agent to the payment of all principal and interest amounts (other than Accrued Default Interest) due with respect to the Term Loans as of such Payment Date and any scheduled amounts due under any Secured Hedging Documents as of such Payment Date.
 

 
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(h)            Payment Instructions .  All payments in Sections 7.11(d) and (e) shall be paid through amounts on deposit in the Collection Account and effected by the Administrative Agent providing the Collateral Agent or, if a standing instruction has been issued by the Collateral Agent pursuant to this clause (h) below or so long as the Administrative Agent and the Collateral Agent are the same Person, the applicable Deposit Bank, notice of the amounts to be disbursed from the Collection Account. The Collateral Agent agrees to take such action requested by the Administrative Agent (including providing for a standing instruction to the applicable Deposit Bank authorizing the Administrative Agent, as sub-agent for the Collateral Agent, to direct the disbursement of funds) to allow for payments to be made in accordance with the terms thereof.  With respect to amounts on deposit in the Lockbox Account, the Collateral Agent agrees to take such action requested by the Administrative Agent (including providing for a standing instruction to the applicable Deposit Bank) to cause the applicable Deposit Bank to transfer such amounts to the Collection Account in accordance with Section 7.11(b) .
 
(i)            Operating Account Insufficiency .  Provided that (i) no Event of Default has occurred and is continuing, and (ii) the Administrative Agent received the Management Report delivered pursuant to Section 6.1(a) , then on any date other than a Monthly Application Date or Quarterly Application Date on which amounts credited to the Operating Account will be insufficient to pay all amounts to be paid pursuant to Section 7.11(d)(i) or 7.11(e)(i) above, prior to the next Monthly Application Date or Quarterly Application Date, as the case may be, the Borrower may provide the Administrative Agent with notice of the amounts and the proposed use of such amounts (with a description in reasonable detail of such use and related amounts) needed to cure such insufficiency.  Upon receipt of any such notice and confirmation by the Administrative Agent of such insufficiency, the Administrative Agent shall direct the Collateral Agent to transfer, within two (2) Business Days, the amount set forth in such notice to the Operating Account.
 
(j)            No Agent Liability .  Neither the Administrative Agent nor the Collateral Agent shall have any responsibility for, or bear any risk of loss of, any investment or income of any funds in any Cash Collateral Account.  From time to time after funds are deposited in any Cash Collateral Account, the Collateral Agent may apply funds then held in such Cash Collateral Account to the payment of Obligations in accordance with this Agreement.  No Group Member and no Person claiming on behalf of or through any Group Member shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all Commitments and the payment in full of all Obligations.
 
Section 7 .12.     Required Hedging .  The Borrower shall, within 30 days after the Closing Date (or such later date as the Administrative Agent may agree), enter into and thereafter maintain Interest Rate Contracts with a Secured Hedging Counterparty to provide protection against fluctuation of interest rates until at least the third anniversary of the Closing Date in a notional principal amount that equals at least 66.67% of the aggregate principal amount of the Term Loans outstanding at such time and taking into account the scheduled amortization thereof during the applicable period and at a fixed rate or a capped per annum eurodollar rate, in each case, not more than 1.00% higher than the Eurodollar Base Rate (based on an Interest Period of one month) or on such other terms satisfactory to the Administrative Agent to protect the Borrower against increases in the Eurodollar Rate or the Base Rate, as the case may be, as such rates would reasonably impact the Term Loans.
 

 
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Section 7.13.     Corporate Separateness .   Each Group Member shall take, or refrain from taking, as the case may be, all actions, including, but not limited to the following, that are necessary or advisable to be taken or not to be taken in order to ensure that its existence shall be maintained and respected separate and apart from that of any other Person:
 
(a)           Each Group Member shall maintain its own deposit, securities or other account or accounts, separate from those of any Affiliate, with commercial banking institutions or broker-dealers.  Each Group Member shall ensure that its funds will not be diverted to any other Person or for other than corporate uses of such Group Member, as the case may be, and such funds will not be commingled with the funds of any other Person.
 
(b)           To the extent that it shares the same officers or other employees as any of its Affiliates, each Group Member shall ensure that the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, to the extent practicable, on the basis of such entity’s actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entity’s fair share of the salary and benefit costs associated with all such common officers and employees.
 
(c)           To the extent that it jointly contracts with any of its Affiliates to do business with vendors or service providers or to share overhead expenses, each Group Member shall ensure that the costs incurred in so doing shall be allocated fairly among such entities, to the extent practicable, on the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs.  To the extent that any Group Member contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided on the basis of such entities’ actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities’ fair share of such costs.  All material transactions between or among a Group Member and any of its respective Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s-length basis.
 
(d)           Each Group Member shall maintain a principal executive office at a separate address from the address of each of its Affiliates (other than any Group Member or its respective Subsidiaries); provided that reasonably segregated offices in the same building shall constitute separate addresses for purposes of this clause (d) so long as such office space is leased or subleased to any Group Member under a separate written agreement between such Group Member and such Affiliate on arm’s-length terms.  To the extent that any Group Member or any of its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses.
 
(e)           Each Group Member shall maintain and issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP.
 
(f)           Each Group Member shall conduct its affairs in its own name and strictly in accordance with its Constituent Documents and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special
 

 
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officers’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.
 
(g)           None of the Group Members shall, nor shall they permit any of their respective Subsidiaries to, assume or guarantee any of the liabilities of any Affiliate except as expressly permitted herein.
 
(h)           Each Group Member shall have stationery and other business forms separate and distinct from that of any other Person.
 
(i)           Each Group Member shall cause its assets to be maintained in a manner that facilitates their identification and segregation from those of any other Person.
 
(j)           At all times thereafter, the board of directors of the Borrower shall have at least 1 director who is not an officer, director, employee, material shareholder or material supplier of any Affiliate of the Borrower (other than any Loan Party) and whose vote is required in order for the Borrower to file a voluntary petition for bankruptcy or to commence any other event that would constitute an Event of Default under Section 9.1(e) .
 
Section 7.14.     Digital Cinema Deployment Agreements .  No Group Member shall, on or after the Closing Date, enter into any Digital Cinema Deployment Agreement other than such Digital Cinema Deployment Agreements that are in form and substance reasonably   acceptable to the Administrative Agent.  The Borrower shall cause each Distributor party to a Digital Cinema Deployment Agreement entered into on or after the Closing Date to (a) consent to the assignment of such Digital Cinema Deployment Agreement in favor of the Collateral Agent, (b) confirm that the Lenders are acceptable financing sources and (c) acknowledge the security interests granted by the Group Members to the Collateral Agent and the Lenders.
 
Section 7. 15.     Exhibitor Agreements .  No Group Member shall, after the Closing Date, enter into any Exhibitor Agreement, other than such Exhibitor Agreements that are in form and substance, and with Approved Exhibitors and for such locations, in each case that are reasonably satisfactory to the Administrative Agent.
 
Section 7.16.     DCI Spec Compliance .  The Group Members shall deploy or redeploy only Digital Systems that are compliant with the Digital Cinema System Specification V1.1 issued April 12, 2007 by Digital Cinema Initiatives, LLC, as amended from time to time, issued by Digital Cinema Initiatives, or any updated specifications required by any Digital Cinema Deployment Agreement, in each case, unless such compliance has been waived in writing by a Distributor and such waiver has been provided to the Administrative Agent.
 
Section 7.17.     Certificates of Insurance .  To the extent not previously delivered to the Collateral Agent, the Borrower shall deliver, or cause to be delivered by the applicable Approved Exhibitor, on or before 30 days after the Closing Date (or such later date as the Administrative Agent may agree in writing so long as such later date is not more than 60 days after the Closing Date) certificates of insurance in respect of any Digital System installed prior to or after the Closing Date, in each case, in form and substance satisfactory to the Collateral Agent,
 

 
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demonstrating that the insurance policies required by Section 7. 5 in respect of such Digital System are in full force and effect and have all the terms required by Section 7.5 .
 
Section 7 .18.     Management Services Agreement .  The Borrower acknowledges and agrees that pursuant to the Management Services Agreement it has appointed the Administrative Agent and the Collateral Agent each to serve as its representatives and agents to, subject to the terms thereof, take actions, make decisions, and grant consents or approvals thereunder on behalf of the Borrower.  The Borrower shall cooperate with the Administrative Agent and the Collateral Agent with respect to any exercise by either of them of any such right or power, and shall not impede or obstruct the Administrative Agent or the Collateral Agent (or any sub-agent of either of them) in the event any such right or power is exercised.  Except as may otherwise be agreed by the Administrative Agent and the Collateral Agent, the Borrower shall obtain the consent or approval of the Administrative Agent and the Collateral Agent prior to making any election or taking any action under the Management Services Agreement which requires the agreement, approval, or consent of the Administrative Agent and the Collateral Agent.
 
ARTICLE VIII.
NEGATIVE COVENANTS
 
The Borrower (and, to the extent set forth in any other Loan Document, each other Group Member) agrees with the Lenders and the Agents to each of the following, as long as any Obligation remains outstanding:
 
Section 8 .1.     Indebtedness .  No Group Member shall, directly or indirectly, incur or otherwise remain liable with respect to or responsible for, any Indebtedness except for the following:
 
(a)           the Obligations;
 
(b)           Indebtedness existing on the date hereof and set forth on Schedule 8.1 , together with any Permitted Refinancing thereof;
 
(c)           Indebtedness consisting of Capitalized Lease Obligations (other than with respect to a lease entered into as part of a Sale and Leaseback Transaction) and purchase money Indebtedness, in each case incurred by any Group Member to finance the acquisition, repair, improvement or construction of fixed or capital assets of such Group Member, together with any Permitted Refinancing thereof; provided , however , that (i) the aggregate outstanding principal amount of all such Indebtedness does not exceed $250,000 at any time and (ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed, whether directly or through a Permitted Refinancing, with such Indebtedness (each measured at the time such acquisition, repair, improvement or construction is made);
 
(d)           intercompany loans made by a Group Member to any other Group Member so long as such loans constitute Permitted Investments of such Group Member;
 
(e)           Guaranty Obligations of any Group Member with respect to Permitted Indebtedness of any other Group Member (other than Indebtedness permitted hereunder in
 

 
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reliance upon clause (b) above, for which Guaranty Obligations may be permitted to the extent set forth in such clause);
 
(f)           to the extent constituting Indebtedness, endorsements for collection or deposit; and
 
(g)           unsecured Indebtedness not otherwise permitted hereby in an aggregate principal amount not to exceed $250,000 at any time outstanding and which has no cash pay interest.
 
Section 8.2.     Liens .  No Group Member shall incur, maintain or otherwise suffer to exist any Lien upon or with respect to any of its property, whether now owned or hereafter acquired, or assign any right to receive income or profits, except for the following:
 
(a)           Liens created pursuant to any Loan Document;
 
(b)           With respect to each Group Member, Customary Permitted Liens;
 
(c)           Liens existing on the date hereof and set forth on Schedule 8.2 ;
 
(d)           Liens on the property of any Group Member securing Indebtedness (whether directly or through a Permitted Refinancing) permitted under Section 8.1(c) ; provided , however , that (i) such Liens exist prior to the acquisition of, or attach substantially simultaneously with, or within 90 days after, the acquisition, repair, improvement or construction of, such property financed by such Indebtedness (whether directly or through a Permitted Refinancing) and (ii) such Liens do not extend to any property of any Group Member other than the property (and proceeds thereof) acquired or built, or the improvements or repairs, financed by such Indebtedness (whether directly or through a Permitted Refinancing); and
 
(e)           Liens arising by operation of applicable Requirements of Law as a result of the non-payment of lawful claims; provided , that such Liens do not encumber property that, individually or in the aggregate, has a value greater than or equal to $250,000.
 
Section 8 .3.     Investments .  No Group Member shall make or maintain, directly or indirectly, any Investment except for the following:
 
(a)           Investments existing on the date hereof and set forth on Schedule 8.3 ;
 
(b)           Investments in cash and Cash Equivalents maintained in Cash Collateral Accounts;
 
(c)           (i) endorsements for collection or deposit in the ordinary course of business consistent with past practice, (ii) extensions of trade credit (other than to Affiliates of the Borrower) arising or acquired in the ordinary course of business and (iii) Investments received in settlements in the ordinary course of business of past due receivables; and
 
(d)           Investments by any Group Member in any other Group Member.
 

 
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Section 8.4.     Asset Sales; Stock Issuances .  No Group Member shall Sell any of its property (other than cash) or issue any shares of its own Stock, except for the following:
 
(a)           In each case to the extent entered into in the ordinary course of business and made to a Person that is not an Affiliate of the Borrower, (i) Sales of Cash Equivalents, inventory or property that has become obsolete or worn out, (ii) non-exclusive licenses of Intellectual Property and (iii) exchanges of Digital Systems, or components thereof, in connection with system upgrades;
 
(b)           a true lease or sublease of real property not constituting Indebtedness and not entered into as part of a Sale and Leaseback Transaction;
 
(c)           (i) any Sale of any property (other than their own Stock or Stock Equivalents) by any Group Member to any other Group Member to the extent any resulting Investment constitutes a Permitted Investment and (ii) any Restricted Payment by any Group Member permitted pursuant to Section 8.5 ;
 
(d)           (i) any Sale or issuance by the Borrower of its own Stock to Christie, provided , that it shall be a condition to the Sale or issuance of such Stock that such Stock be pledged to the Collateral Agent, for the benefit of the Secured Parties, to secure the Obligations and (ii) any Sale or issuance by any Subsidiary of the Borrower of its own Stock to any Group Member, provided , however , that the proportion of such Stock and of each class of such Stock (both on an outstanding and fully-diluted basis) held by the Loan Parties, taken as a whole, does not change as a result of such Sale or issuance;
 
(e)           any Sale of Installed Digital Systems to an Approved Exhibitor in connection with the exercise by such Approved Exhibitor of its buyout option under the applicable Exhibitor Agreement; provided , however , that the aggregate number of Installed Digital Systems sold pursuant to this clause (e) shall not exceed 10% of the aggregate number of Installed Digital Systems as of the date of such Sale.
 
Section 8.5.     Restricted Payments .  No Group Member shall directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment except for the following:
 
(a)           Restricted Payments by any Group Member to any other Group Member;
 
(b)           dividends declared and paid on the common Stock of any Group Member ratably to the holders of such common Stock and payable only in common Stock of such Group Member;
 
(c)           the Restricted Payment made in accordance with Section 7.9 of this Agreement in an amount not to exceed $44,952,494.01.
 
Section 8.6.     Prepayment of Indebtedness .  No Group Member shall (a) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness, (b) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (c) make any payment in violation of any
 

 
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subordination terms of any Indebtedness; provided , however , that each Group Member may, in accordance with and to the extent permitted by the Loan Documents, do each of the following:
 
(i)           (A) prepay the Obligations or (B) consummate a Permitted Refinancing;
 
(ii)           so long as no Event of Default has occurred and is continuing, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or set apart any property for such purpose) any Indebtedness permitted under Section 8.1(d) and owing to any other Group Member; and
 
(iii)           make regularly scheduled or otherwise required repayments or redemptions of Indebtedness (other than Indebtedness owing to any Affiliate of the Borrower).
 
Section 8.7.     Fundamental Changes .  No Group Member shall (a) merge, consolidate or amalgamate with any other Person, (b) acquire all or substantially all of the Stock or Stock Equivalents of any other Person or (c) acquire all or substantially all of the assets of any other Person or all or substantially all of the assets constituting any line of business, division, branch, operating division or other unit operation of any other Person, in each case except for the following:  (i) the merger, consolidation or amalgamation of any Group Member (other than the Borrower) into any other Group Member and (ii) the merger, consolidation or amalgamation of any Group Member for the sole purpose, and with the sole material effect, of changing its State of organization within the United States; provided , however , that (A) in the case of any merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving Person, (B) in the case of any merger, consolidation or amalgamation involving any Group Member (other than the Borrower), a Group Member shall be the surviving Person and (C) prior to or contemporaneously with the consummation of any action permitted under this Section 8.7 , all actions required to maintain the perfection of the Liens of the Collateral Agent on the Stock or property of such Group Member shall have been made.
 
Section 8.8.     Change in Nature of Business .  No Group Member shall carry on any business, operations or activities (whether directly, through a joint venture, or otherwise) substantially different from those carried on by the Group Members at the date hereof and business, operations and activities reasonably related thereto.
 
Section 8.9.     Transactions with Affiliates .  No Group Member shall, except as otherwise expressly permitted herein, enter into any other transaction directly or indirectly with, or for the benefit of, any Affiliate (including Guaranty Obligations with respect to any obligation of any such Affiliate), except for (a) transactions between or among the Group Members, (b) transactions in the ordinary course of business on a basis no less favorable to such Group Member as would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of such Group Member, (c) Restricted Payments permitted under Section 8.5 , (d) transactions evidenced by the Management Services Agreement (including the payment of any Servicing Fees and Incentive Servicing Fees to the extent permitted hereunder) and (e) reasonable director compensation to directors of any Group Member to the extent such compensation is reflected in the Budget most recently delivered to the Administrative Agent.
 

 
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Section 8.10.     Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments .  No Group Member shall incur or otherwise suffer to exist or become effective or remain liable on or be responsible for any Contractual Obligation limiting the ability of (a) any Group Member (other than the Borrower) to make Restricted Payments to, or Investments in, or repay Indebtedness or otherwise Sell property to, any other Group Member or (b)   any Group Member to incur or suffer to exist any Lien upon its property, whether now owned or hereafter acquired, securing any of its Obligations (including any “equal and ratable” clause and any similar Contractual Obligation requiring, when a Lien is granted on any property, another Lien to be granted on such property or any other property), except, for each of clauses (a) and (b) above, (x) pursuant to the Loan Documents and (y) limitations on Liens (other than those securing any Obligation) on any property whose acquisition, repair, improvement or construction is financed by purchase money Indebtedness, Capitalized Lease Obligations or Permitted Refinancings permitted under Section 8.1(b) or (c) set forth in the Contractual Obligations governing such Indebtedness, Capitalized Lease Obligations or Permitted Refinancing or Guaranty Obligations with respect thereto.
 
Section 8.11.     Modification of Certain Documents .  No Group Member shall waive or otherwise modify any term (or permit or consent to the waiver or modification of any term) of, or otherwise consent to any departure from any requirement of (a) any Digital Cinema Deployment Agreement, (b) any Exhibitor Agreement, (c) any Intercompany Agreement, (d) the Management Services Agreement, (e) the Back-Up Servicer Agreement or (f) its Constituent Documents, except, in each case, without not less than five (5) Business Days’ notice to the Administrative Agent (or such shorter notice period acceptable to the Administrative Agent in its sole discretion).  No Group Member shall waive or otherwise modify in any material respect any term (or permit or consent to the material waiver or modification of any term) of, or otherwise consent to any departure in any material respect from any requirement of (i) any Digital Cinema Deployment Agreement, (ii) any Exhibitor Agreement, (iii) any Intercompany Agreement, (iv) the Management Services Agreement, (v) the Back-Up Servicer Agreement or (vi) its Constituent Documents, in each case, without the prior written consent of the Administrative Agent.
 
Section 8.12.     Accounting Changes; Fiscal Year .  No Group Member shall change its (a) accounting treatment or reporting practices, except as required by GAAP or any Requirement of Law, or (b) its fiscal year or its method for determining fiscal quarters or fiscal months.
 
Section 8.13.     Margin Regulations .  No Group Member shall use all or any portion of the proceeds of any credit extended hereunder to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) in contravention of Regulation U of the Federal Reserve Board.
 
Section 8.14.     Compliance with ERISA .  No ERISA Affiliate shall cause or suffer to exist (a) any event that could result in the imposition of a Lien with respect to any Title IV Plan or Multiemployer Plan or (b) any other   ERISA Event, that would, in the aggregate, have a Material Adverse Effect.  No Group Member shall cause or suffer to exist any event that could result in the imposition of a Lien with respect to any Benefit Plan.
 

 
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Section 8.15.     Hazardous Materials .  Other than such violations, Environmental Liabilities and effects that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, no Group Member shall cause or suffer to exist (a) the disposal, transportation, sale, reuse, recycle or Release of any Hazardous Materials from Digital Systems in violation of Environmental Laws or (b) the Release of any Hazardous Material at, to or from any real property owned, leased, subleased or otherwise operated or occupied by any Group Member that would violate any Environmental Law, form the basis for any Environmental Liabilities or otherwise adversely affect the value or marketability of any real property (whether or not owned by any Group Member).
 
Section 8.16.     Capital Expenditures .  No Group Member shall incur, or permit to be incurred, Capital Expenditures (to the extent not the responsibility of Cinedigm under the Management Services Agreement) to exceed $50,000 in any Fiscal Year (the “ Capital Expenditure Allowance ”); provided, that if any amount of the Capital Expenditure Allowance is not used a Fiscal Year, the Capital Expenditure Allowance for the Fiscal Year immediately following such Fiscal Year shall be increased by such unused amount.
 
Section 8.17.     No Foreign Subsidiaries .  No Group Member shall create or have any Foreign Subsidiaries or any interest in any foreign joint ventures.
 
Section 8.18.     Bank Accounts .  Other than the Cash Management Accounts, no Group Member shall create, owns or otherwise have an interest (whether ownership interest, an interest in deposited funds or otherwise) in any deposit or other bank account (including any securities account or any zero balance, payroll, withholding or other fiduciary account).
 
ARTICLE IX.
 
EVENTS OF DEFAULT
 
Section 9.1.     Events of Default .  Each of the following shall be an Event of Default:
 
(a)           the Borrower shall fail to pay (i) any principal of any Term Loan when the same becomes due and payable, (ii) any interest on any Term Loan and such non-payment continues for a period of three Business Days after the due date therefor or (iii) any fee under any Loan Document or any other Obligation (other than those set forth in clauses (i) and (ii) above) and such non-payment continues for a period of five Business Days after the due date therefor; or
 
(b)           any representation, warranty or certification made or deemed made by or on behalf of any Loan Party in any Loan Document or by or on behalf of any Loan Party (or any Responsible Officer thereof) in connection with any Loan Document (including in any document delivered in connection with any Loan Document) shall prove to have been incorrect in any material respect (without duplication of any materiality qualifier contained therein) when made or deemed made; or
 
(c)           any Loan Party or any Affiliate of a Loan Party shall fail to comply with (i) any provision of Article V , Sections 6.2(a)(i) , 7.1 , 7.9 , 7.10 , 7.11 , 7.13 , 7.16 , 7.18 or Article VIII or (ii) any other provision of any Loan Document if, in the case of this clause (ii) , such failure shall remain unremedied for 30 days after the earlier of (A) the date on which a Responsible Officer of the Borrower becomes aware of such failure and (B) the date on which
 

 
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notice thereof shall have been given to the Borrower by the Administrative Agent or the Required Lenders, provided , that, with respect to any non-compliance with Section 6.1 , the Borrower shall only be allowed one 30-day grace period in any 12-month period and four 30-day grace periods during the term of this Agreement; or
 
(d)           (i) any Group Member shall fail to make any payment when due (whether due because of scheduled maturity, required prepayment provisions, acceleration, demand or otherwise) on any Indebtedness of any Group Member (other than the Obligations) and, in each case, such failure relates to Indebtedness having a principal amount of $250,000 or more, (ii) any other event shall occur or condition shall exist under any Contractual Obligation relating to any such Indebtedness, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness or (iii) any such Indebtedness shall become or be declared to be due and payable, or be required to be prepaid, redeemed, defeased or repurchased (other than by a regularly scheduled payment or required prepayment), prior to the stated maturity thereof; or
 
(e)           (i) any Group Member shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, (ii) any proceeding shall be instituted by or against any Group Member seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, composition of it or its debts or any similar order, in each case under any Requirement of Law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee, conservator, liquidating agent, liquidator, other similar official or other official with similar powers, in each case for it or for any substantial part of its property and, in the case of any such proceedings instituted against (but not by or with the consent of) any Group Member, either such proceedings shall remain undismissed or unstayed for a period of 60 days or more or any action sought in such proceedings shall occur or (iii) any Group Member shall take any corporate or similar action or any other action to authorize any action described in clause (i) or (ii) above; or
 
(f)           one or more judgments, orders or decrees (or other similar process) shall be rendered against any Group Member (i)(A) in the case of money judgments, orders and decrees, involving an aggregate amount (excluding amounts adequately covered by insurance payable to any Group Member, to the extent the relevant insurer has not denied coverage therefor) in excess of $250,000 or (B) otherwise, that would reasonably be expected to have, in the aggregate, a Material Adverse Effect and (ii)(A) enforcement proceedings shall have been commenced by any creditor upon any such judgment, order or decree or (B) such judgment, order or decree shall not have been vacated or discharged for a period of 30 consecutive days and there shall not be in effect (by reason of a pending appeal or otherwise) any stay of enforcement thereof; or
 
(g)           except pursuant to a valid, binding and enforceable termination or release permitted under the Loan Documents and executed by the Administrative Agent or the Collateral Agent, as applicable, or as otherwise expressly permitted under any Loan Document, (i) any provision of any Loan Document shall, at any time after the delivery of such Loan Document, fail to be valid and binding on, or enforceable against any Loan Party party thereto or (ii) any
 

 
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Loan Document purporting to grant a Lien to secure any Obligation shall, at any time after the delivery of such Loan Document, fail to create a valid and enforceable Lien on any Collateral purported to be covered thereby or such Lien shall fail or cease to be a perfected Lien with the priority required in the relevant Loan Document, or any Group Member shall state in writing that any of the events described in clause (i) or (ii) above shall have occurred; or
 
(h)           there shall occur any Change of Control; or
 
(i)           (i) any Material Digital Cinema Deployment Agreement shall cease to be valid, binding or enforceable in accordance with its terms (other than pursuant to a merger or acquisition of a Distributor party to such Material Digital Cinema Deployment Agreement with or by another Distributor party to a Material Digital Cinema Deployment Agreement) and within 90 days thereafter, the Borrower shall not have delivered to the Administrative Agent written evidence of the reinstatement of such Material Digital Cinema Deployment Agreement as a valid, binding and enforceable agreement, (ii) any of Holdings or any Group Member or its assignor shall be in breach of any Material Digital Cinema Deployment Agreement and the effect of such breach is to permit the termination of such Material Digital Cinema Deployment Agreement and within 90 days of such breach the Borrower has not delivered to the Administrative Agent written evidence of cure or waiver of such breach by the applicable Distributor, or (iii) any Distributor shall be in breach of a Material Digital Cinema Deployment Agreement, and the effect of such breach is to permit the termination of such Material Digital Cinema Deployment Agreement, and within 90 days of such breach, the Borrower has not delivered to the Administrative Agent written evidence of the cure of such breach by such Distributor; provided that each 90-day period described above shall be extended for up to an additional 90 days (or such longer period solely to the extent that resolution of the applicable event or breach described in clauses (i), (ii) or (iii) above is stayed due to ongoing litigation or similar proceedings) if (x) such applicable event or breach is reasonably capable of cure and (y) the Administrative Servicer is diligently pursuing such cure; or
 
(j)           (i) any Material Exhibitor Agreement shall cease to be valid, binding or enforceable in accordance with its terms (other than pursuant to a merger or acquisition of an Exhibitor party to such Material Exhibitor Agreement with or by another Exhibitor party to an Exhibitor Agreement) or shall be terminated and, within 90 days thereafter, the Borrower shall not have delivered to the Administrative Agent written evidence of either (A) the reinstatement of such Material Exhibitor Agreement as a valid, binding and enforceable agreement or (B) the redeployment of the Installed Digital Systems covered by such Material Exhibitor Agreement with Approved Exhibitors, (ii) Holdings or its assignee shall be in breach of any Material Exhibitor Agreement and the effect of such breach is to permit the termination of such Material Exhibitor Agreement, and within 90 days of such breach, the Borrower has not delivered to the Administrative Agent written evidence of cure of such breach by Holdings or waiver of such breach by the applicable Exhibitor, or (iii) any Exhibitor shall be in breach of a Material Exhibitor Agreement, and the effect of such breach is to permit the termination of such Material Exhibitor Agreement, and within 90 days of such breach, the Borrower has not delivered to the Administrative Agent written evidence of either (A) cure of such breach by such Exhibitor or (B) the redeployment of the Installed Digital Systems covered by such Material Exhibitor Agreement with Approved Exhibitors; provided that each 90-day period described above shall be extended for up to an additional 90 days (or such longer period solely to the extent that resolution of the
 

 
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applicable event or breach described in clauses (i), (ii) or (iii) above is stayed due to ongoing litigation or similar proceedings) if (x) such applicable event or breach is reasonably capable of cure and (y) the Administrative Servicer is diligently pursuing such cure; or;
 
(k)           (i)  any Intercompany Agreement set forth on Schedule 9.1(k) shall cease to be valid, binding or enforceable in accordance with its terms and within 120 days thereafter such agreement is not replaced with a new agreement satisfactory to the Administrative Agent or (ii) any Group Member shall be in breach of any of the same and the effect of such breach is to permit the termination of such agreement, and within 180 days thereafter such breach is not cured; or
 
(l)           the occurrence of an ERISA Event that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to subject a Group Member to liability in excess of $250,000.
 
Section 9.2.     Remedies .  (a) General .  During the continuance of any Event of Default, (a) the Administrative Agent may, and, at the request of the Required Lenders, shall, in each case by notice to the Borrower, declare immediately due and payable all or part of any Obligation (including the Term Loans and any accrued but unpaid interest thereon), whereupon the same shall become immediately due and payable, without presentment, demand, protest or further notice or other requirements of any kind, all of which are hereby expressly waived by the Borrower (and, to the extent provided in any other Loan Document, other Loan Parties) and (b) the Administrative Agent and the Collateral Agent, as applicable, may and, at the request of the Required Lenders, shall, exercise any other right or remedy provided under any Loan Document or by any applicable Requirement of Law; provided , however , that, effective immediately upon the occurrence of the Events of Default specified in Section 9.1(e) , (all Obligations (including in each case all Term Loans and any accrued all accrued but unpaid interest thereon) shall automatically become and be due and payable, without presentment, demand, protest or further notice or other requirement of any kind, all of which are hereby expressly waived by the Borrower (and, to the extent provided in any other Loan Document, any other Loan Party)
 
(b)            Actions with respect to Management Services Agreement .  During the continuance of any Event of Default, the Collateral Agent may, and, at the request of the Required Lenders, shall exercise any and all rights of the Borrower under the Management Services Agreement and the Back-Up Servicer Agreement including the right to replace the “Manager” defined in the Management Services Agreement or terminate the Management Services Agreement or take any other action under the Management Services Agreement and the Back-Up Servicer Agreement that would otherwise be able to be taken by the Borrower as “Owner” thereunder.
 
Section 9.3.     Option to Purchase Obligations . (a) Without prejudice to the enforcement of remedies by the Collateral Agent on behalf of the Secured Parties, an Affiliate of the Borrower (the “ Affiliate Purchaser ”) shall have the right (but not the obligation) to purchase by way of assignment (and shall thereby also assume all commitments and duties of the Secured Parties), at any time during the exercise period described in clause (c) below of this Section 9.3, all, but not less than all, of the Obligations (other than Obligations of a Defaulting Creditor (as defined below)), including all principal of and interest and fees on and all prepayment or
 

 
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acceleration penalties and premiums in respect of all Obligations, outstanding at the time of purchase; provided that at the time of (and as a condition to) any purchase pursuant to this Section 9.3, all commitments (if any) pursuant to this Agreement shall have terminated and all Secured Hedging Documents shall also have been terminated in accordance with their terms. Any purchase pursuant to this Section 9.3(a) shall be made as follows:
 
(i)           for a purchase price equal to the sum of (A) in the case of the Term Loans, 100% of the principal amount thereof and all accrued and unpaid interest thereon through the date of purchase, (B) in the case of any Secured Hedging Document, the aggregate amount then owing to each Secured Hedging Counterparty thereunder pursuant to the terms of the respective Secured Hedging Document, including without limitation all amounts owing to such Secured Hedging Counterparty as a result of the termination (or early termination) thereof plus (C) all unpaid fees, expenses, indemnities and other amounts which are then due and payable to the Secured Parties, pursuant to the terms of the Loan Documents and/or the Secured Hedging Documents;
 
(ii)           the purchase price described in preceding clause (a)(i) shall be payable in cash on the date of purchase by the Affiliate Purchaser (without recourse and without any representation or warranty whatsoever, whether as to the enforceability of any Obligation or the validity, enforceability, perfection, priority or sufficiency of any Lien securing, or guarantee or other supporting obligation for, any Obligation or as to any other matter whatsoever, except the representation and warranty that the transferor owns free and clear of all Liens and encumbrances (other than participation interests not prohibited by this Agreement, in which case the purchase price described in preceding clause (a)(i) shall be appropriately adjusted so that the Affiliate Purchaser does not pay amounts represented by any participation interest which remains in effect), and has the right to convey, whatever claims and interests it may have in respect of the Obligations);
 
(iii)           the payment of the purchase price described in preceding clause (a)(i) shall be accompanied by a waiver of any and all manner of actions, causes of action, suits, debts, controversies, damages, judgments, executions, claims (including without limitation crossclaims, counterclaims and rights of set-off and recoupment) and demands whatsoever, whether known or unknown, whether now existing or hereafter arising, whether asserted or unasserted, in contract, tort, law or equity which the Affiliate Purchaser (on behalf of itself and its successors and assigns) has or may have against any of the Secured Parties or their respective subsidiaries, parents, affiliates, officers, directors, employees, agents, attorneys, partners, successors and assigns, both present and former (collectively, the “ Creditor Affiliates ”) by reason of any action, failure to act, matter or thing whatsoever arising from or based on facts occurring prior to the date of such purchase;
 
(iv)           the payment of all amounts payable to the Secured Parties in respect of the assignments described above shall be distributed to them by the Administrative Agent in accordance with their respective holdings of the Obligations; and
 

 
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(v)           such purchase shall be made pursuant to assignment documentation in form and substance reasonably satisfactory to, and prepared by counsel for, the Administrative Agent (with the cost of such counsel to be paid by the Affiliate Purchaser); it being understood and agreed that the Administrative Agent and each other Secured Party shall retain all rights to indemnification as provided in the relevant Loan Documents pursuant to the provisions of this Section 9.3.
 
(b)           The right to exercise the purchase option described in Section 9.3(a) above shall be exercisable and legally enforceable upon at least seven (7) Business Days’ prior written notice of exercise (which notice, once given, shall be irrevocable and fully binding on the Affiliate Purchaser) given to the Administrative Agent and the Borrower by the Affiliate Purchaser.  Neither the Administrative Agent nor any other Secured Party shall have any disclosure obligation to the Affiliate Purchaser in connection with any exercise of such purchase option.
 
(c)           The right to purchase the Obligations as described in this Section 9.3 may be exercised (by giving the irrevocable written notice described in preceding clause (b)) during the period that (1) begins on the date that is five (5) Business Days after the first to occur of (x) the date of the acceleration of the final maturity of the Term Loans, (y) the occurrence of the Maturity Date or (z) the occurrence of an Insolvency or Liquidation Proceeding with respect to a Loan Party which constitutes an Event of Default (in each case, so long as the acceleration, failure to pay amounts due on the Maturity Date or such Insolvency or Liquidation Proceeding constituting an Event of Default has not been rescinded or cured within such five (5) Business Day period, and so long as any unpaid amounts constituting Obligations remain owing); provided that if there is any failure to meet the condition described in the proviso of preceding clause (a) hereof, the aforementioned date shall be extended until the first date upon which such condition is satisfied, and (2) ends on the 20th Business Day after the start of the period described in clause (1) above (it being understood and agreed that the delivery of any notice of exercise pursuant to Section 9.3(b) above within such 20 Business Day period shall constitute an exercise of the option and that the Affiliate Purchaser shall have a reasonable period of time beyond the 20 Business Day period described in this clause (2) to execute and deliver documentation affecting such option exercise).
 
(d)           The obligations of the Secured Parties to sell their respective Obligations under this Section 9.3 are several and not joint and several. To the extent any Secured Party (a “ Defaulting Creditor ”) breaches its obligation to sell its Obligations under this Section 9.3, nothing in this Section 9.3 shall be deemed to require the Administrative Agent or any other Secured Party to purchase such Defaulting Creditor’s Obligations for resale to the Affiliate Purchaser and in all cases, the Administrative Agent and each Secured Party complying with the terms of this Section 9.3 shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; provided that nothing in this clause (d) shall require the Affiliate Purchaser to purchase less than all of the Obligations.
 
(e)           Each Loan Party, the Administrative Agent and each Lender  irrevocably consent to any assignment effected to the Affiliate Purchaser in accordance with this Section 9.3 for purposes of all Loan Documents and hereby agree that no further consent from such Loan Party, the Administrative Agent or Lender is required, notwithstanding the provisions contained
 

 
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in Section 11.2 hereof to the contrary. Each Loan Party, the Administrative Agent and each Lender further hereby irrevocably consent to the further assignment by the Affiliate Purchaser to a lender or purchaser of senior notes of such Affiliate Purchaser or a lender to any Loan Party and hereby agree that no further consent from such Loan Party, the Administrative Agent or Lender is required, notwithstanding the provisions contained in Section 11.2 hereof to the contrary.
 
ARTICLE X.
THE AGENTS
 
Section 10 .1.     Appointment and Authorization of the Agents .  (a)   Appointment and Duties of Administrative Agent .  Each of the Lenders hereby irrevocably appoints SG (and any successors pursuant to Section 10.11 ) to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents, and each of the Lenders authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.
 
(b)           [Reserved].
 
(c)           [Reserved].
 
(d)            Appointment and Duties of Collateral Agent .  Each Lender hereby appoints SG (together with any successor Collateral Agent pursuant to Section 10.10 ) as the Collateral Agent hereunder and authorizes the Collateral Agent to (i) execute and deliver the Loan Documents to which it is a party and accept delivery thereof on its behalf from any Group Member, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Collateral Agent under such Loan Documents, (iii) act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to the Collateral Agent and the other Secured Parties with respect to the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise (vii) execute any amendment, consent or waiver under the Loan Documents to which the Collateral Agent is a party on behalf of any Lender that has consented in writing to such amendment, consent or waiver, and (viii) exercise such powers as are reasonably incidental thereto; provided , however , that the Collateral Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for the Collateral Agent and the Lenders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Loan Party with, and cash and Cash Equivalents held by, such Lender, and may further authorize and direct the Lenders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to the Collateral Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.
 

 
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(e)            Limited Duties .  Under the Loan Documents, the Agents (i) are acting solely on behalf of the Lenders (except to the limited extent provided in Section 2.11(b) with respect to the Register), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “ Administrative Agent”, “Collateral Agent” or the terms “agent,” “administrative agent” and “collateral agent” and similar terms in any Loan Document to refer to the Administrative Agent or the Collateral Agent, which terms are used for title purposes only, (ii) are not assuming any obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender or any other Secured Party and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and each Lender hereby waives and agrees not to assert any claim against any Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (i) through (iii) above.  None of the Persons identified on the facing page of this Agreement as a “syndication agent” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such Persons that are also Lenders, those obligations applicable to Lenders.
 
Section 10.2.     Binding Effect .  Each Lender agrees that (i) any action taken by any Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents, (ii) any action taken by such Agent in reliance upon the instructions of Required Lenders (or, where so required, such greater proportion) and (iii) the exercise by such Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties.
 
Section 10.3.     Use of Discretion .  (a)   No Action without Instructions .  No Agent shall be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (i) under any Loan Document or (ii) pursuant to instructions from the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders).
 
(b)            Right Not to Follow Certain Instructions .  Notwithstanding clause (a) above, no Agent shall be required to take, or to omit to take, any action (i) unless, upon demand, such Agent receives an indemnification satisfactory to it from the Lenders (or, to the extent applicable and acceptable to such Agent, any other Secured Party) against all Liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against such Agent or any Related Person thereof or (ii) that is, in the opinion of such Agent or its counsel, contrary to any Loan Document or applicable Requirement of Law.
 
Section 10.4.     Delegation of Rights and Duties .  Each Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any Secured Party).  Any such Person shall benefit from this Article X to the extent provided by such Agent.
 

 
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Section 10.5.     Reliance and Liability .  (a)  Each Agent may, without incurring any liability hereunder, (i) treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) , (ii) rely on the Register to the extent set forth in Section 2.11 , (iii) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Loan Party) and (iv) rely and act upon any document and information (including those transmitted by Electronic Transmission) and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.
 
(b)           None of the Agents or any of their Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Lender and the Borrower hereby waive and shall not assert (and the Borrower shall cause each other Loan Party to waive and agree not to assert) any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of such Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein.  Without limiting the foregoing, no Agent:
 
(i)           shall be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of such Agent, when acting on behalf of such Agent);
 
(ii)           shall be responsible to any Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document;
 
(iii)           makes any warranty or representation, or shall be responsible, to any Secured Party for any statement, document, information, representation or warranty made or furnished by or on behalf of any Related Person or any Loan Party in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Loan Party, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by such Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by such Agent in connection with the Loan Documents; and
 
(iv)           shall have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default or shall be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Borrower or any
 

 
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Lender describing such Default or Event of Default clearly labeled “notice of default” (in which case such Agent shall promptly give notice of such receipt to all Lenders);
 
and, for each of the items set forth in clauses (i) through (iv) above, each Lender and the Borrower hereby waives and agrees not to assert (and the Borrower shall cause each other Loan Party to waive and agree not to assert) any right, claim or cause of action it might have against such Agent based thereon.
 
Section 10.6.     Agents Individually .  Each Agent and its Affiliates may make loans and other extensions of credit to, acquire Stock and Stock Equivalents of, engage in any kind of business with, any Loan Party or Affiliate thereof as though it were not acting as such Agent and may receive separate fees and other payments therefor.  To the extent an Agent or any of its Affiliates makes any Term Loan or otherwise becomes a Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Lender and the terms “Lender” and “Required Lender” and any similar terms shall, except where otherwise expressly provided in any Loan Document, include, without limitation, such Agent or such Affiliate, as the case may be, in its individual capacity as Lender or as one of the Required Lenders, respectively.
 
Section 10.7.     Lender Credit Decision .  Each Lender acknowledges that it shall, independently and without reliance upon any Agent or any Lender or any of their Related Persons or upon any document (including the Disclosure Documents) solely or in part because such document was transmitted by such Agent or any of its Related Persons, conduct its own independent investigation of the financial condition and affairs of each Loan Party and make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any Loan Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate.  Except for documents expressly required by any Loan Document to be transmitted by a specific Agent to the Lenders, no Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party that may come in to the possession of such Agent or any of its Related Persons.
 
Section 10.8.     Expenses; Indemnities .  (a)  Each Lender agrees to reimburse each Agent and each of their respective Related Persons (to the extent not reimbursed by any Loan Party) promptly upon demand for such Lender’s Pro Rata Share of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Loan Party) that may be incurred by such Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document.
 
(b)           Each Lender further agrees to indemnify each Agent and each of their respective Related Persons (to the extent not reimbursed by any Loan Party), from and against such Lender’s aggregate Pro Rata Share of the Liabilities (including Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to on
 

 
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or for the account of any Lender) that may be imposed on, incurred by or asserted against such Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by such Agent or any of its Related Persons under or with respect to any of the foregoing; provided , however , that no Lender shall be liable to such Agent or any of its Related Persons to the extent such liability has resulted primarily from the gross negligence or willful misconduct of such Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order.
 
Section 10.9.     No Other Duties. Anything herein to the contrary notwithstanding, the Syndication Agent listed on the cover page hereof shall not have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity as a Lender hereunder.
 
Section 10.10.     Resignation of Collateral Agent .  (a)  The Collateral Agent may resign at any time by delivering notice of such resignation to the Lenders and the Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date that is 30 days after such notice is given.  If the Collateral Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Collateral Agent.  If, within 30 days after the retiring Collateral Agent having given notice of resignation, no successor Collateral Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders.  Each appointment under this clause (a) shall be subject to the prior written consent of the Borrower, which may not be unreasonably withheld but shall not be required during the continuance of a Default.
 
(b)           Effective immediately upon its resignation and the assignment of Liens in favor of the successor Collateral Agent or otherwise for the benefit of the Secured Parties, (i) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (ii) the Lenders shall assume and perform all of the rights and duties of the Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment hereunder, (iii) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents and (iv) subject to its rights under Section 10.3 , the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent its rights and Liens as Collateral Agent under the Loan Documents.  Effective immediately upon its acceptance of a valid appointment as Collateral Agent and the assignment of Liens from the retiring Collateral Agent, a successor Collateral Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Collateral Agent under the Loan Documents.
 
Section 10.11.     Resignation of Administrative Agent .  (a)  The Administrative Agent may resign at any time by delivering notice of such resignation to the Lenders and the Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date that is 30 days after such notice is given.  If the Administrative Agent delivers any such notice,
 

 
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then the Required Lenders shall have the right to appoint a successor Administrative Agent.  If, within 30 days after the retiring Administrative Agent having given notice of resignation, no successor Administrative Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent from among the Lenders.  Each appointment under this clause (a) shall be subject to the prior written consent of the Borrower, which may not be unreasonably withheld but shall not be required during the continuance of a Default.
 
(b)           Effective immediately upon its resignation, (i) the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, (ii) the Lenders shall assume and perform all of the duties of the Administrative Agent until a successor Administrative Agent shall have accepted a valid appointment hereunder, (iii) the retiring Administrative Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Administrative Agent was, or because such Administrative Agent had been, validly acting as Administrative Agent under the Loan Documents and (iv) subject to its rights under Section 10.3 , and if applicable under clause (a) above, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.  Effective immediately upon its acceptance of a valid appointment as Administrative Agent, a successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent under the Loan Documents.
 
Section 10.12.     Release of Collateral or Guarantors .  Each Lender hereby consents to the release and hereby directs the Collateral Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following:
 
(a)           any Subsidiary of the Borrower from its guaranty of any Obligation of any Loan Party if all of the Securities of such Subsidiary owned by any Group Member are Sold in a Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Sale, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 7.10 ; and
 
(b)           any Lien held by the Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is Sold by a Loan Party in a Sale permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 7.10 after giving effect to such Sale have been granted, (ii) any property subject to a Lien permitted hereunder in reliance upon Section 8.2(d) or (e) and (iii) all of the Collateral and all Loan Parties, upon (A) payment and satisfaction in full of all Term Loans and all other Obligations that the Administrative Agent has been notified in writing are then due and payable, (B) deposit of cash collateral with respect to all contingent Obligations (including Secured Hedging Obligations), in amounts and on terms and conditions and with parties satisfactory to the Administrative Agent and each Indemnitee that is owed such Obligations and (C) to the extent requested by the Administrative Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to the Administrative Agent.
 

 
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For the avoidance of doubt, the application of funds from the Collection Account in accordance with Section 7.11 and, upon consent of the Administrative Agent, use of the Debt Service Reserve Account to make payments of principal and interest do not constitute a release of Collateral and no Lender consent shall be required therefor.
 
Each Lender hereby directs the Collateral Agent, and the Collateral Agent hereby agrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.12 .
 
Section 10.13.     Additional Secured Parties .  The benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not a Lender as long as, by accepting such benefits, such Secured Party agrees, as among the Collateral Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by the Collateral Agent, shall confirm such agreement in a writing in form and substance acceptable to the Collateral Agent) this Article X , Section 11.8 , Section 11.9 and Section 11.20 and the decisions and actions of the Collateral Agent and the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders) to the same extent a Lender is bound; provided , however , that, notwithstanding the foregoing, (a) such Secured Party shall be bound by Section 10.8 only to the extent of Liabilities, costs and expenses with respect to or otherwise relating to the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall not be limited by any concept of Pro Rata Share or similar concept and (b) except as set forth herein specifically for such Secured Party, (i) each of the Collateral Agent and the Lenders shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (ii) such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan Document
 
Section 10.14.     Removal of Agents .  Anything herein to the contrary notwithstanding, if at any time the Required Lenders determine that a Person serving as an Agent is (without taking into account any provision in the definition of “Defaulting Lender” or “Potential Defaulting Lender” requiring notice from the Administrative Agent or any other party) a Defaulting Lender, the Required Lenders (determined after giving effect to Section 11.1(c) ) may by notice to the Borrower and such Person remove such Person as such Agent (subject to any cure effected in accordance with Section 2.2(d) ) and appoint an applicable replacement Agent hereunder.  Such removal will, to the fullest extent permitted by applicable law, be effective on the earlier of (i) the date a replacement Agent is appointed and (ii) the date 30 days after the giving of such notice by the Required Lenders (regardless of whether a replacement Agent has been appointed).  Each appointment under this Section 10.14 shall be subject to the prior written consent of the Borrower, which may not be unreasonably withheld but shall not be required during the continuance of a Default.
 

 
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ARTICLE XI.
MISCELLANEOUS
 
Section 11.1.     Amendments, Waivers, Etc .  (a)  No amendment or waiver of any provision of any Loan Document (other than the Fee Letter and the Control Agreements) and no consent to any departure by any Loan Party therefrom shall be effective unless the same shall be in writing and signed (i) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency, by the Administrative Agent, the Borrower and any other Loan Party which is a party to the Loan Document in question, (ii) in the case of granting a new Lien for the benefit of the Secured Parties or extending an existing Lien over additional property, by the Collateral Agent, the Borrower and any other Loan Party which is a party to the Loan Document in question, and (iii) in the case of any other amendment, consent or waiver by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders), the Borrower and any other Loan Party which is a party to the Loan Document in question; provided , however , that no amendment, consent or waiver described in clauses (i), (ii) , or (iii) above shall, unless in writing and signed by each Lender directly affected thereby (or by the Administrative Agent with the consent of such Lender), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document, do any of the following:
 
(i)           waive any condition specified in Section 3.1 , except any condition referring to any other provision of any Loan Document;
 
(ii)           subject such Lender to any additional obligation;
 
(iii)           reduce (including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation of the Borrower to repay (whether or not on a fixed date), any outstanding Term Loan owing to such Lender or (B) any fee or accrued interest payable to such Lender; provided , however , that this clause (iii) does not apply to any change to any provision increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase;
 
(iv)           waive or postpone any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or interest on any Term Loan or fee owing to such Lender; provided , however , that this clause (iv) does not apply to any change to mandatory prepayments set forth in Sections 2.5(b) or 2.5(c) , or to the application of any payment set forth in Section 2.9(b) .
 
(v)           except as provided in Section 10.12 , release all or substantially all of the Collateral, Holdings or Christie from the applicable Pledge Agreement or any Guarantor from its guaranty of any Obligation of the Borrower;
 
(vi)           reduce or increase the proportion of Lenders required for the Lenders (or any subset thereof) to take any action hereunder or change the definition of the terms “Required Lenders,” “Pro Rata Share” or “Pro Rata Outstandings”;
 

 
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(vii)           amend Section 2.5(a), Section 2.9(c), Section 2.9(d), Section 10.12, Section 11.9 or this Section 11.1;
 
and provided , further , that (x) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, any Agent (or otherwise modify any provision of Article X or the application thereof) or any SPV that has been granted an option pursuant to Section 11.2(f) unless in writing and signed by such Agent or, as the case may be, such SPV in addition to any signature otherwise required and (y) the consent of the Borrower shall not be required to change any order of priority set forth in Section 2.9(c) .
 
(b)           Each waiver or consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which it was given.  No notice to or demand on any Loan Party shall entitle any Loan Party to any notice or demand in the same, similar or other circumstances.  No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right
 
(c)           Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments, consents and waivers hereunder and the outstanding Term Loans of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment, consent or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided , that any such amendment, consent or waiver that would increase or extend the term of such Term Loans of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.
 
(d)           No such amendment, waiver or consent with respect to this Agreement or any other Loan Document shall (i) alter the ratable treatment of the Secured Hedging Obligations in right of payment to principal on the Term Loans or (ii) result in the Secured Hedging Obligations becoming unsecured, in each case, in a manner adverse to such Secured Hedging Counterparty unless such amendment waiver or consent has been consented to in writing by (A) in the case of a Hedging Arrangement between the Borrower and a Secured Hedging Counterparty provided or arranged by a Lender or an Affiliate of a Lender, (1) such Lender or Affiliate (but only if such Lender is a “Lender” as of the date of such amendment, waiver or consent) or (2) if such Lender is not a “Lender” as of such date, the affected Secured Hedging Counterparty party thereto and (B) in the case of all other Hedging Arrangements evidencing Secured Hedging Obligations, the affected Secured Hedging Counterparty party thereto.
 
(e)           Anything herein to the contrary notwithstanding, neither Cinedigm nor any Affiliate thereof that purchases Term Loans pursuant to Section 11.2(g) below will be entitled to vote in respect of amendments, consents and waivers hereunder and Term Loans
 

 
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purchased by Cinedigm or such Affiliate that remain outstanding will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment, consent or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for so long such Term Loans remain outstanding); provided , that any amendment, consent or waiver that would increase or extend the term of such Term Loans purchased pursuant to Section 11.2(g), extend the date fixed for the payment of principal owing to such purchaser hereunder, reduce the principal amount of any obligation owing to such purchaser, or alter the terms of this proviso, will require the consent of such purchaser.
 
Section 11.2.     Assignments and Participations; Binding Effect .  (a)   Binding Effect .  This Agreement shall become effective when it shall have been executed by the Borrower and each Agent and when the Administrative Agent shall have been notified by each Lender that such Lender has executed it.  Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of, the Borrower (except for Article X ), each Agent and each Lender and, to the extent provided in Section 10.13 , each other Indemnitee and Secured Party and, in each case, their respective successors and permitted assigns.  Except as expressly provided in any Loan Document (including in Section 9.3 , 10.9 , 10.10 and 10.11 ), none of the Loan Parties, the Lenders or the Agents shall have the right to assign any rights or obligations hereunder or any interest herein.
 
(b)            Right to Assign .  Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its rights and obligations with respect to Term Loans) to (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any Eligible Assignee consented to in writing by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and the Borrower (which consent shall not be unreasonably withheld or delayed, and the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof) unless an Event of Default has occurred and is continuing, in which case, no such consent is required; provided , however , that (x) such Sales must be ratable among the obligations owing to and owed by such Lender and (y) the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Term Loans subject to any such Sale shall be an integral multiple of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates’ and Approved Funds’) entire interest in the Term Loans or is made with the prior written consent of the Borrower and the Administrative Agent.
 
(c)            Procedure .  The parties to each Sale made in reliance on clause (b) above (other than those described in clause (e) or (f) below) shall execute and deliver to the Administrative Agent (which shall keep a copy thereof) an Assignment, together with any existing Note subject to such Sale (or any affidavit of loss therefor acceptable to the Administrative Agent), any tax forms required to be delivered pursuant to Section 2.14(f) and payment by the assignee of an assignment fee in the amount of $3,500; provided , that , (i) no assignment fee shall be due and payable with respect to assignments (x) between Lenders and their respective Affiliates or Approved Funds or (y) involving either of the Agents and/or the Syndication Agent, as applicable, and (ii) in the case of multiple assignments occurring on the
 

 
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same Business Day to any permitted assignee referenced in clause (b) above and its respective Affiliates or Approved Funds, only one assignment fee shall be due and payable.  Upon receipt of all the foregoing, and conditioned upon such receipt, from and after the effective date specified in such Assignment, the Administrative Agent shall record or cause to be recorded in the Register the information contained in such Assignment.
 
(d)            Effectiveness .  Effective upon the entry of such record in the Register, (i) such assignee shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the rights and obligations of a Lender, (ii) any applicable Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the termination of the Term Loan Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto except that each Lender agrees to remain bound by Article X , Section 11.8 and Section 11.9 to the extent provided in Section 10.13 ).
 
(e)            Grant of Security Interests .  In addition to the other rights provided in this Section 11.2 , each Lender may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Term Loans), to (A) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board), without notice to the Administrative Agent or (B) any holder of, or trustee for the benefit of the holders of, such Lender’s Securities by notice to the Administrative Agent; provided , however , that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (b) above), shall be entitled to any rights of such Lender hereunder and no such Lender shall be relieved of any of its obligations hereunder.
 
(f)            Participants and SPVs .  In addition to the other rights provided in this Section 11.2 , each Lender may, (x) with notice to the Administrative Agent, grant to an SPV the option to make all or any part of any Term Loan that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Term Loans pursuant thereto shall satisfy the obligation of such Lender to make such Term Loans hereunder) and such SPV may assign to such Lender the right to receive payment with respect to any Obligation and (y) without notice to or consent from the Administrative Agent or the Borrower, sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Term Loans; provided , however , that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Term Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Loan Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender,
 

 
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which shall remain the holder of the Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Sections 2.12 and 2.13, but only to the extent such participant or SPV delivers the tax forms such Lender is required to collect pursuant to Section 2.14(f) to the selling Lender and then only to the extent of any amount to which such Lender would be entitled in the absence of any such grant or participation and (B) each such SPV may receive other payments that would otherwise be made to such Lender with respect to Term Loans funded by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to the Administrative Agent by such SPV and such Lender, provided, however, that in no case (including pursuant to clause (A) or (B) above) shall an SPV or participant have the right to enforce any of the terms of any Loan Document, (iii) the selling Lender shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Term Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that the Term Loans are in “registered form” for tax purposes and (iv) the consent of such SPV or participant shall not be required (either directly, as a restraint on such Lender's ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except for those described in clauses (iii) and (iv) of Section 11.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described in Section 11.1(a)(v) (or amendments, consents and waivers with respect to Section 10.12 to release all or substantially all of the Collateral).  No party hereto shall institute (and the Borrower shall cause each other Loan Party not to institute) against any SPV grantee of an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper of such SPV; provided, however, that each Lender having designated an SPV as such agrees to indemnify each Indemnitee against any Liability that may be incurred by, or asserted against, such Indemnitee as a result of failing to institute such proceeding (including a failure to get reimbursed by such SPV for any such Liability).  The agreement in the preceding sentence shall survive the payment in full of the Obligations.
 
(g)            Permitted Term Loan Purchases .  Notwithstanding anything to the contrary in this Section 11.2 , so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Cinedigm, any Affiliate of Cinedigm (other than a Group Member), or any other holder of Stock or Stock Equivalents of Cinedigm or any Affiliate of Cinedigm which Stock constitutes (or, in the case of Stock Equivalents, would constitute if exercised) 5% or more of the Voting Stock of Cinedigm or such Affiliate (each of the foregoing, a “ Related Purchaser ”), may purchase outstanding Term Loans on the following basis:
 
(i)           at any time prior to the Maturity Date, any Related Purchaser may purchase all or any portion of the Term Loans of one or more Lenders pursuant to a Term Loan Purchase Assignment between such Related Purchaser and such Lender; provided
 

 
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that (A) after giving effect to all Term Loans previously purchased by Related Purchasers in accordance with this Section 11.2(g) , Related Purchasers may not purchase in the aggregate more than 5% of the aggregate outstanding amount of the Term Loans outstanding as of any date of purchase and (B) the aggregate outstanding principal amount (determined as of the effective date of the applicable Term Loan Purchase Assignment) of the Term Loans so purchased shall be an integral multiple of $1,000,000, unless such purchase is of the assignor’s (together with its Affiliates’ and Approved Funds’) entire interest in the Term Loan;
 
(ii)           reasonably promptly after such Related Purchaser has purchased any Term Loans, the Borrower shall notify the Administrative Agent and the Lenders of the aggregate principal amount of the Term Loans so purchased and provide an executed copy of the Term Loan Purchase Assignment evidencing such purchase to the Administrative Agent as soon as practicable upon execution thereof;
 
(iii)           with respect to all purchases made by Related Purchasers, (A) the Borrower shall pay all accrued and unpaid interest (if any) on the purchased Term Loans to the date of such purchase of such Term Loans, (B) such purchases shall not be deemed to be voluntary prepayments by the Borrower pursuant to Section 2.4 or otherwise; (C) no such purchases (or subsequent cancellations) shall change the scheduled amortization required by Section 2.3 , except to reduce the amount outstanding and due and payable on the Maturity Date (and such reduction, for avoidance of doubt, shall only apply, on a non-pro rata basis, to the Term Loans purchased by Related Purchasers and deemed cancelled pursuant to clause (iv) below; and (D) except for the sole purpose of receiving interest and principal payments as set forth below in clause (iv)(B) below, no Related Purchaser shall be deemed to be a “Lender” for purposes of this Agreement or any other Loan Document;
 
(iv)           contemporaneously with a purchase by such Related Purchaser pursuant to this Section 11.2(g) and at such Related Purchaser’s option, (A) any Term Loans so purchased may be deemed cancelled for all purposes and no longer outstanding (and may not be resold or reassigned by such Related Purchaser), for all purposes of this Agreement and the other Loan Documents, including, but not limited to (1) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (2) the making of any request, demand, authorization, direction, notice, amendment, consent or waiver under this Agreement or any other Loan Document, (3) the providing of any rights to such Related Purchaser as a Lender under this Agreement or any other Loan Document, or (4) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document or (B) any Term Loans so purchased may remain outstanding and such Related Purchaser may receive any interest and principal payments payable on such Term Loans in accordance with the terms hereof.  Prior or contemporaneously with any purchase of Term Loans, such Related Purchaser shall notify the Administrative Agent whether the Term Loans to be purchased will be cancelled or remain outstanding in accordance with clauses (A) or (B) above; and
 

 
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(v)           effective upon the entry of such Term Loan Purchase Assignment in the Register, (A) such Related Purchaser shall have the rights and obligations of a Lender solely with respect to the receipt of principal and interest payments on the purchased Term Loans in accordance with the terms hereof and (B) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Term Loan Purchase Assignment, relinquish its rights (except for those surviving the termination of the Term Loan Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of a Term Loan Purchase Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto except that each Lender agrees to remain bound by Article X , Section 11.8 and Section 11.9 to the extent provided in Section 10.13 ).
 
Section 11.3.     Costs and Expenses .  Any action taken by any Loan Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of any Secured Party, shall be at the expense of such Loan Party, and no Secured Party shall be required under any Loan Document to reimburse any Loan Party or Group Member therefor except as expressly provided therein.  In addition, the Borrower agrees to pay or reimburse upon demand (a) the Agents for all reasonable out-of-pocket costs and expenses incurred by any of them or any of their Related Persons in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein (including periodic audits in connection therewith and environmental audits and assessments), in each case including the reasonable fees, charges and disbursements of legal counsel to the Administrative Agent or such Related Persons, fees, costs and expenses incurred in connection with Intralinks ® or any other E-System and allocated to the Term Loans by the Administrative Agent in its sole discretion, (b) the Administrative Agent and Collateral Agent for all reasonable costs and expenses incurred by any of them or any of their Related Persons in connection with internal audit reviews, field examinations and Collateral examinations (which shall be reimbursed, in addition to the out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by the Administrative Agent or the Collateral Agent for its examiners) and (c) each of the Agents, their Related Persons, and each Lender for all costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out,” (ii) the enforcement or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Loan Party, Loan Document or Obligation (or the response to and preparation for any subpoena or request for document production relating thereto), including fees and disbursements of counsel (including allocated costs of internal counsel).
 
Section 11.4.     Indemnities .  (a)  The Borrower agrees to indemnify, hold harmless and defend each Agent, each Lender, each Person (other than the Borrower) party to a Secured
 

 
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Hedging Document and each of their respective Related Persons (each such Person being an “ Indemnitee ”) from and against all Liabilities (including brokerage commissions, fees and other compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or as a result of (i) any Loan Document, any Disclosure Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Term Loan or any securities filing of, or with respect to, any Loan Party, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Loan Party or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions and this Agreement or the transactions contemplated hereby, (iii) any actual or prospective investigation, litigation or other proceeding relating to any of the matters described in clause (i) or (ii) of this Section 11.4 , whether or not brought by any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including reasonable attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “ Indemnified Matters ”); provided , however , that the Borrower shall not have any liability under this Section 11.4 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter (to the extent such Indemnitee would otherwise be liable) other than, to the extent such liability has resulted solely from the gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order.  Furthermore, the Borrower waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person.
 
(b)           Without limiting the foregoing, “ Indemnified Matters ” includes all Environmental Liabilities, including those arising from, or otherwise involving, any property of any Related Person or any actual, alleged or prospective damage to property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or natural resource or any property on or contiguous to any real property of any Related Person, whether or not, with respect to any such Environmental Liabilities, any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor-in-interest to any Related Person or the owner, lessee or operator of any property of any Related Person through any foreclosure action, in each case except to the extent such Environmental Liabilities (i) are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the successor-in-interest to any Loan Party and (ii) are attributable solely to acts of such Indemnitee.
 
Section 11.5.     Survival .  Any indemnification or other protection provided to any Indemnitee pursuant to any Loan Document (including pursuant to Section 2.13 , Section 2.14 , Article X , Section 11.3 , Section 11.4 or this Section 11.5 ) and all representations and warranties made in any Loan Document shall (A) survive the termination of the Term Loan Commitments and the payment in full of other Obligations and (B) inure to the benefit of any Person that at any
 

 
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time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns.
 
Section 11.6.     Limitation of Liability for Certain Damages .  In no event shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings).  The Borrower hereby waives, releases and agrees (and shall cause each other Loan Party to waive, release and agree) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.
 
Section 11.7.     Lender-Creditor Relationship .  The relationship between the Lenders and the Agents, on the one hand, and the Loan Parties, on the other hand, is solely that of lender and creditor.  No Secured Party has any fiduciary relationship or duty to any Loan Party arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Secured Parties and the Loan Parties by virtue of, any Loan Document or any transaction contemplated therein.
 
Section 11.8.     Right of Setoff .  Each of the Administrative Agent, the Collateral Agent, each Lender and each Affiliate (including each branch office thereof) of any of them are hereby authorized, without notice or demand (each of which is hereby waived by the Borrower), at any time and from time to time during the continuance of any Event of Default and to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other Indebtedness, claims or other obligations at any time owing by the Administrative Agent, the Collateral Agent, such Lender or any of their respective Affiliates to or for the credit or the account of the Borrower against any Obligation of any Loan Party now or hereafter existing, whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured.  Each of the Administrative Agent, the Collateral Agent and each Lender agree promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender or its Affiliates; provided , however , that the failure to give such notice shall not affect the validity of such setoff and application.  The rights under this Section 11.8 are in addition to any other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and the Lenders and their Affiliates and other Secured Parties may have.
 
Section 11.9.     Sharing of Payments, Etc .  If any Lender, directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Loan Party (whether voluntary, involuntary or through the exercise of any right of setoff or the receipt of any Collateral or “ proceeds ” (as defined under the applicable UCC) of Collateral) other than pursuant to Sections 2.13 , 2.14 and 2.15 and such payment exceeds the amount such Lender would have been entitled to receive if all payments had gone to, and been distributed by, the Administrative Agent in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash from other Secured Parties such participations in their Obligations as necessary for such Lender to share such excess payment with such Secured Parties to ensure such payment is applied as though it had been received by the Administrative Agent and applied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower, applied to repay the Obligations in accordance herewith); provided , however , that (a) if such
 

 
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payment is rescinded or otherwise recovered from such Lender in whole or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Lender without interest and (b) such Lender shall, to the fullest extent permitted by applicable Requirements of Law, be able to exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.
 
Section 11.10.     Marshaling; Payments Set Aside .  No Secured Party shall be under any obligation to marshal any property in favor of any Loan Party or any other party or against or in payment of any Obligation.  To the extent that any Secured Party receives a payment from the Borrower, from the proceeds of the Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not occurred.
 
Section 11.11.     Notices .  (a)   Addresses .  All notices, demands, requests, directions and other communications required or expressly authorized to be made by this Agreement shall, whether or not specified to be in writing but unless otherwise expressly specified to be given by any other means, be given in writing and (i) addressed to, with respect to any party, the Persons and addresses specified under such party’s name on Schedule II or on the signature page of any applicable Assignment, (ii) except as provided in Section 11.11(b) , or in the case of reporting required to be delivered to Moody’s hereunder (which shall be delivered electronically to the address specified in Schedule II ), posted to Intralinks ® (to the extent such system is available and set up by or at the direction of the Administrative Agent prior to posting) in an appropriate location by uploading such notice, demand, request, direction or other communication to www.intralinks.com, faxing it to 866-545-6600 with an appropriate bar-coded fax coversheet or using such other means of posting to Intralinks ® as may be available and reasonably acceptable to the Administrative Agent prior to such posting, (iii) except as provided in Section 11.11(b) , posted to any other E-System set up by or at the direction of the Administrative Agent in an appropriate location or (iv) addressed to such other address as shall be notified in writing (A) in the case of the Borrower and the Administrative Agent, to the other parties hereto and (B) in the case of all other parties, to the Borrower and the Administrative Agent.  Transmission by electronic mail (including E-Fax, even if transmitted to the fax numbers set forth in clause (i) above) shall not be sufficient or effective to transmit any such notice under this clause (a) unless such transmission is an available means to post to any E-System.
 
(b)            Effectiveness .  All communications described in clause (a) above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if delivered by overnight courier service, one Business Day after delivery to such courier service, (iii) if delivered by mail, when deposited in the mails, (iv) if delivered by facsimile, including E-Fax (other than to post to an E-System pursuant to clause (a)(ii) or (a)(iii) above), upon sender’s receipt of confirmation of proper transmission, and (iv) if delivered by posting to any E-System, on the later of the date of such posting in an appropriate location and the date access to such posting is given to the recipient thereof in accordance with the standard
 

 
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procedures applicable to such E-System; provided , however , that no communications to the Administrative Agent pursuant to Article II or Article X shall be effective until received by the Administrative Agent and no notice, demand, request, direction or other communication to any Loan Party pursuant to Section 9.1 shall be effective unless given in accordance with the methods described in clauses (i) through (iv) (other than by E-Fax) of this Section 11.11(b) .
 
Section 11.12.     Electronic Transmissions .  (a)   Authorization .  Subject to the provisions of Section 11.11 , each of the Administrative Agent, the Borrower, the Lenders and each of their Related Persons is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transactions contemplated therein.  The Borrower and each Secured Party hereby acknowledges and agrees, and the Borrower shall cause each other Group Member to acknowledge and agree, that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions.
 
(b)            Signatures .  Subject to the provisions of Section 11.11 , (i)(A) no posting to any E-System shall be denied legal effect merely because it is made electronically, (B) each E-Signature on any such posting shall be deemed sufficient to satisfy any requirement for a “signature” and (C) each such posting shall be deemed sufficient to satisfy any requirement for a “writing,” in each case including pursuant to any Loan Document, any applicable provision of any UCC, the federal Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act and any substantive or procedural Requirement of Law governing such subject matter, (ii) each such posting that is not readily capable of bearing either a signature or a reproduction of a signature may be signed, and shall be deemed signed, by attaching to, or logically associating with such posting, an E-Signature, upon which each Secured Party and Loan Party may rely and assume the authenticity thereof, (iii) each such posting containing a signature, a reproduction of a signature or an E-Signature shall, for all intents and purposes, have the same effect and weight as a signed paper original and (iv) each party hereto or beneficiary hereto agrees not to contest the validity or enforceability of any posting on any E-System or E-Signature on any such posting under the provisions of any applicable Requirement of Law requiring certain documents to be in writing or signed; provided , however , that nothing herein shall limit such party’s or beneficiary’s right to contest whether any posting to any E-System or E-Signature has been altered after transmission.
 
(c)            Separate Agreements .  All uses of an E-System shall be governed by and subject to, in addition to Section 11.11 and this Section 11.12 , separate terms and conditions posted or referenced in such E-System and related Contractual Obligations executed by Secured Parties and Group Members in connection with the use of such E-System.
 
(d)            LIMITATION OF LIABILITY .  ALL E-SYSTEMS AND ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”.  NONE OF AGENTS, ANY LOAN PARTY OR ANY OF THEIR RESPECTIVE RELATED PERSONS WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY E-SYSTEMS OR ELECTRONIC TRANSMISSION, AND EACH DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN.  NO WARRANTY OF ANY KIND IS MADE BY THE
 

 
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AGENTS, ANY LOAN PARTY OR ANY OF THEIR RESPECTIVE RELATED PERSONS IN CONNECTION WITH ANY E-SYSTEMS OR ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS.   The Borrower and each Secured Party agree (and the Borrower shall cause each other Loan Party to agree) that neither the Agents nor any Loan Party has any responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic Transmission or otherwise required for any E-System.
 
Section 11.13.     Governing Law .  This Agreement, each other Loan Document that does not expressly set forth its applicable law, and the rights and obligations of the parties hereto and thereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.
 
Section 11.14.     Jurisdiction .  (a)   Submission to Jurisdiction .  Any legal action or proceeding with respect to any Loan Document may be brought in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States for the Southern District of New York and, by execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts.  The parties hereto (and, to the extent set forth in any other Loan Document, each other Loan Party) hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens , that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.
 
(b)            Service of Process .  Each party hereto (and, to the extent set forth in any other Loan Document, each other Loan Party) hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States with respect to or otherwise arising out of or in connection with any Loan Document by any means permitted by applicable Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of each party hereto specified in Section 11.11 (and shall be effective when such mailing shall be effective, as provided therein).  Each party hereto (and, to the extent set forth in any other Loan Document, each other Loan Party) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
 
(c)            Non-Exclusive Jurisdiction .  Nothing contained in this Section 11.14 shall affect the right of the Agents, any Lender or any Loan Party to serve process in any other manner permitted by applicable Requirements of Law or the right of any party hereto to commence legal proceedings or otherwise proceed against any party hereto, any Loan Party or any of the Collateral in any other jurisdiction.
 
Section 11.15.     WAIVER OF JURY TRIAL .  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING
 

 
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WITH RESPECT TO, OR DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREIN OR RELATED THERETO (WHETHER FOUNDED IN CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY AND NO RELATED PERSON OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS, AS APPLICABLE, BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15 .
 
Section 11.16.     Severability .  Any provision of any Loan Document being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of any Loan Document or any part of such provision in any other jurisdiction.
 
Section 11.17.     Execution in Counterparts .  This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.  Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.
 
Section 11.18.     Entire Agreement .  The Loan Documents embody the entire agreement of the parties and supersede all prior agreements and understandings relating to the subject matter thereof and any prior letter of interest, commitment letter, fee letter, confidentiality and similar agreements involving any Loan Party and any of the Agents or any Lender or any of their respective Affiliates relating to a financing of substantially similar form, purpose or effect.  In the event of any conflict between the terms of this Agreement and any other Loan Document, the terms of this Agreement shall govern (unless such terms of such other Loan Documents are necessary to comply with applicable Requirements of Law, in which case such terms shall govern to the extent necessary to comply therewith).
 
Section 11.19.     Use of Name .  The Borrower agrees, and shall cause each other Loan Party to agree, that it shall not, and none of its Affiliates shall, issue any press release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of the Securities of any Loan Party) using the name, logo or otherwise referring to SG or of any of its Affiliates, the Loan Documents or any transaction contemplated therein to which the Secured Parties are party without at least 2 Business Days’ prior notice to SG and without the prior consent of SG except to the extent required to do so under applicable Requirements of Law and then, only after consulting with SG prior thereto.
 
Section 11.20.     Non-Public Information; Confidentiality .  (a)  Each Lender acknowledges and agrees that it may receive material non-public information hereunder concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in compliance with
 

 
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all relevant policies, procedures and Contractual Obligations and applicable Requirements of Laws (including United States federal and state security laws and regulations).
 
(b)           Each Lender and each Agent agrees to use all reasonable efforts to maintain, in accordance with its customary practices, the confidentiality of information obtained by it pursuant to any Loan Document and designated in writing by any Loan Party as confidential, except that such information may be disclosed (i) with the Borrower’s prior written consent, (ii) to Related Persons of such Lender or Agent, as the case may be, that are advised of the confidential nature of such information and are instructed to keep such information confidential, (iii) to the extent such information presently is or hereafter becomes available to such Lender or Agent, as the case may be, on a non-confidential basis from a source other than any Loan Party, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Governmental Authority, (v) to the extent necessary or customary for inclusion in league table measurements or in any tombstone or other advertising materials ( provided that disclosure in any tombstone or other advertising materials shall be limited to matters previously disclosed in any press release made by or on behalf of a Loan Party or Cinedigm or otherwise consented to in writing by the Borrower), (vi) to the National Association of Insurance Commissioners or any similar organization, any examiner or any nationally recognized rating agency or otherwise to the extent consisting of general portfolio information that does not identify the Borrower or any other Loan Party, (vii) to current or prospective assignees, SPVs grantees of any option described in Section 11.2(f) or participants, direct or contractual counterparties to any Secured Hedging Document or any Hedging Agreement permitted hereunder and to their respective Related Persons, in each case to the extent such assignees, participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 11.20 and (viii) in connection with the exercise of any remedy under any Loan Document.  In the event of any conflict between the terms of this Section 11.20 and those of any other Contractual Obligation entered into with any Loan Party (whether or not a Loan Document), the terms of this Section 11.20 shall govern.
 
Section 11.21.     USA Patriot Act; OFAC .  Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”), it is required to obtain, verify and record information that identifies the Borrower, each other Group Member and each shareholder of the Borrower holding 10% or more of the outstanding common shares, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act. In addition, Borrower agrees to (a) ensure that no Person who owns a controlling interest in or otherwise controls Borrower or any Subsidiary of Borrower is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control of the United States Treasury Department (“ OFAC ”), the Department of the Treasury or included in any Executive Order of the President of the United States, (b) not to use or permit the use of proceeds of the Obligations to violate any of the foreign asset control regulations of the OFAC or any enabling statute or Executive Order of the President of the United States relating thereto, and (c) comply, or cause its Subsidiaries to comply, with the applicable laws.
 

 
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Section 11.22.     Amendment and Restatement .
 
(a)           On the Closing Date, the Existing Facility shall be amended and restated in its entirety by this Agreement, and the Existing Facility shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that except as expressly stated herein or amended or amended and restated, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Facility.
 
(b)           On and after the Closing Date, (i) all references to the Existing Facility (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Facility, as amended and restated hereby (as it may be further amended, modified or restated), (ii) all references to any section (or subsection) of the Existing Facility or in any Loan Document (but not herein) shall be amended to become, mutatis mutandis , references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Facility, as amended and restated hereby (as it may be further amended, modified or restated).
 
(c)           This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless specifically amended hereby or by any other Loan Document.
 
[SIGNATURE PAGES FOLLOW]
 

 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
 

 
CINEDIGM DIGITAL FUNDING I, LLC, as Borrower
   
   
   
 
By:
/s/ Gary S. Loffredo
 
Name:
Gary S. Loffredo
 
Title:
President




 
Signature Page to Amended and Restated Credit Agreement 
 


 
SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH, as Administrative Agent, Collateral Agent and Lender
   
   
   
 
By:
/s/ Richard O. Knowlton
 
Name:
Richard O. Knowlton
 
Title:
Managing Director



 
 

 
Signature Page to Amended and Restated Credit Agreement 
 


 
NATIXIS, NEW YORK BRANCH, as Syndication Agent and Lender
   
   
   
 
By:
/s/ Kelvin Cheng
 
Name:
Kelvin Cheng
 
Title:
Director
 
 
 
 
By:
/s/ Alvin Massy
 
Name:
Alvin Massy
 
Title:
Vice President
     




 
Signature Page to Amended and Restated Credit Agreement
 


SCHEDULE I

TERM LOAN COMMITMENTS


 
Lender
 
 
Commitment Amount
 
 
Commitment %
 
Société Générale, New
York Branch
$64,460,497.50
49.6%
Natixis New York Branch
$7,000,000
5.4%
 Existing Lenders
 $58,539,502.50
 45.0%
Total
$172,500,000
100%


 
 
 

SCHEDULE II

ADDRESSES FOR NOTICES



Lender
Address for Notice
   
   
Natixis, New York Branch
1251 Avenue of the Americas
New York, NY 10020
Attention Gerry Canet
Facsimile: 347 402 3021
Telephone:  212 872 5041
   
   
Société Générale, New York Branch
1221 Avenue of the Americas
New York, NY
Attention: Elaine Khalil
Facsimile: 212 278 6136
Telephone: 212 278 6852

 
 
 

SCHEDULE 4.2

GOVERNMENTAL PERMITS

None.


 
 
 

SCHEDULE 4.3

OWNERSHIP OF GROUP MEMBERS AND SUBSIDIARIES



Cinedigm Digital Funding I, LLC, (the “Borrower”) is a Delaware limited liability company. Christie/AIX, Inc., a Delaware corporation, is the sole member of the Borrower.  The Borrower has no subsidiaries.


 
 
 

SCHEDULE 4.13

ERISA

None.


 
 
 

SCHEDULE 4.14

ENVIRONMENTAL MATTERS

None.


 
 
 

SCHEDULE 4.16

REAL PROPERTY

None.

 
 
 

SCHEDULE 4.19
AGREEMENTS AND OTHER DOCUMENTS

Exhibitor Agreements

1.            Master License Agreement, dated as of April 11, 2006, by and between Christie/AIX, Inc., as licensor, and ADM Cinema Corporation, a Delaware corporation, as licensee.

2.            Master License Agreement, dated as of October 23, 2005, by and between Christie/AIX, Inc., as licensor, and American Cinemas Group, Inc., a California corporation, as licensee, and as amended by two amendments, both dated September 17, 2007.

3.            Master License Agreement, dated as of December 16, 2005, by and between Christie/AIX, Inc., as licensor, and Carmike Cinemas, Inc., a Delaware corporation, as licensee.

4.            Master License Agreement, dated as of October 17, 2005, by and between Christie/AIX, Inc., as licensor, and CH Canton, LLC d/b/a Emagine Canton, a Michigan limited liability company, as licensee.

5.            Master License Agreement, dated as of October 17, 2005, by and between Christie/AIX, Inc., as licensor, and CH Novi, LLC d/b/a Emagine Novi, a Michigan limited liability company, as licensee.

6.            Master License Agreement, dated as of October 17, 2005, by and between Christie/AIX, Inc., as licensor, and Cinema Hollywood, LLC, a Michigan limited liability company, as licensee.

7.            Master License Agreement, dated as of January 6, 2006 by and between Christie/AIX, Inc., as licensor, and Cinetopia LLC, as licensee.

8.            Master License Agreement, dated as of March 15, 2006, by and between Christie/AIX, Inc., as licensor, and Galaxy Theatres, LLC, a California limited liability company, as licensee, as amended July 3, 2007.

9.            Master License Agreement, dated as of October 23, 2005, by and between Christie/AIX, Inc., as licensor, and Movie Gems, Inc., a California corporation, as licensee,  as amended September 17, 2007, April 30, 2008, and November 30, 2008.

10.         Master License Agreement, dated as of June 30, 2006, by and between Christie/AIX, Inc., as licensor, and Rave Reviews Cinemas, L.L.C., a Delaware limited liability company, as licensee, as amended on April, 2007, September 9, 2008, October 23, 2008, October 5, 2011, and November 15, 2012 and the Side Letter Agreement by and among Rave Cinemas, LLC, Rave Reviews Cinemas, L.L.C., and Cinedigm Digital Funding I, LLC dated as of November 16, 2012.


 
 
 

11.         Master License Agreement, dated as of September 18, 2006, by and between Christie/AIX, Inc., as licensor, and Cinema West, LLC, a California limited liability company, as licensee, as amended November 26, 2008, and the Assignment and Consent by and among Cinema West, LLC,  Sonoma Motion Picture Company, LLC, Christie/AIX, Inc., and Cinedigm Digital Funding I, LLC dated as of May 11, 2012.

12.         Master License Agreement, dated as of February 13, 2007, by and between Christie/AIX, Inc., as licensor, and Loeks Theaters, Inc., a Michigan corporation, as licensee, as amended July 26, 2007.

13.         Master License Agreement, dated as of May 1, 2007, by and between Christie/AIX, Inc., as licensor, and Neighborhood Cinema Corporation, Inc., a Michigan corporation, as licensee.

14.         Master License Agreement, dated as of May 9, 2007, by and between Christie/AIX, Inc., as licensor, and Marquee Cinemas, Inc., a Delaware, as licensee, as amended June 16, 2008 and May 4, 2009.

15.         Master License Agreement, dated as of July 19, 2007, by and between Christie/AIX, Inc., as licensor, and North Park Cinemas Inc., an Indiana corporation, as licensee.

16.         Master License Agreement, dated as of July 26, 2007, by and between Christie/AIX, Inc., as licensor, and Allen Theatres, Inc., a New Mexico corporation, as licensee.

17.         Master License Agreement, dated as of August 2, 2007, by and between Christie/AIX,  Inc., as licensor, and MJR Group LLC, a Michigan limited liability company, as licensee, as amended on the same date.

18.         Master License Agreement, dated as of September 4, 2007, by and among Christie/AIX, Inc., as licensor, Albert Saluan, Guarantor, Atlas Cinema, Inc., an Ohio corporation, Atlas Cinemas Great Lakes Mall, Inc., an Ohio corporation, and Lake Theatre, Inc., as Ohio corporation, collectively, as licensees.

19.         Master License Agreement, dated as of October 3, 2007, by and between Christie/AIX, Inc., as licensor, and Metroplex Theatres, LLC, a California limited liability company, as licensee.

20.         Master License Agreement, dated as of July 5, 2007, by and between Christie/AIX, Inc., as licensor, and Galaxy Carson City, LLC, a Nevada limited liability company, as licensee.

21.         Master License Agreement, dated as of January 14, 2008, by and between Christie/AIX, Inc., as licensor, and Galaxy Gig Harbor, LLC, a Delaware limited liability company, as licensee.


 
 
 

22.         Master License Agreement, dated as of September 25, 2007, by and between Christie/AIX, Inc., as licensor, and Liberty Science Center, a New Jersey non-profit corporation, as licensee.

23.         Master License Agreement, dated as of November 15, 2012, by and between Cinedigm Digital Funding I, LLC, as licensor, and Carmike Cinemas, Inc., a Delaware corporation, as licensee.

24.         Master License Agreement, dated as of December 13, 2012, by and between Cinedigm Digital Funding I, LLC, as licensor, and Start Media/Digiplex, LLC, a Delaware limited liability company as licensee.

Service Agreements

1.           Digital Cinema Service Agreement, dated as of April 11, 2006, by and between ADM Cinema Corporation, a Delaware corporation, and Christie Digital Systems USA, Inc., a California corporation.

2.           Digital Cinema Service Agreement, dated as of October 21, 2005, by and between American Cinemas, Inc. and Christie Digital Systems USA, Inc., a California corporation.

3.           Digital Cinema Service Agreement, dated as of December 16, 2005, by and between Carmike Cinemas, Inc., a Delaware corporation and Christie Digital Systems USA, Inc., a California corporation.

4.           Digital Cinema Service Agreement, dated as of October 17, 2005, by and between CH Canton, LLC d/b/a Emagine Canton, a Michigan limited liability company, and Christie Digital Systems USA, Inc., a California corporation.

5.           Digital Cinema Service Agreement, dated as of October 17, 2005, by and between CH Novi, LLC d/b/a Emagine Novi, a Michigan limited liability company, and Christie Digital Systems USA, Inc., a California corporation.

6.           Digital Cinema Service Agreement, dated as of October 17, 2005, by and between Cinema Hollywood, LLC, a Michigan limited liability company, and Christie Digital Systems USA, Inc., a California corporation.

7.           Digital Cinema Service Agreement, dated as of January 4, 2006, by and between Cinetopia LLC, a Washington limited liability company, and Christie Digital Systems USA, Inc., a California corporation.

8.           Digital Cinema Service Agreement, dated as of March 15, 2006, by and between Galaxy Theatres, LLC, a California limited liability company, and Christie Digital Systems USA, Inc., a California corporation.


 
 
 

9.           Digital Cinema Service Agreement, dated as of October 21, 2005, by and between Movie Gems, Inc. and Christie Digital Systems USA, Inc., a California corporation.

10.           Digital Cinema Service Agreement, dated as of June 30, 2006, by and between Rave Reviews Cinemas, LLC, a Delaware corporation, and Christie Digital Systems USA, Inc., a California corporation.

11.           Digital Cinema Service Agreement, dated as of July 26, 2007, by and between Allen Theatres, Inc., a New Mexico corporation, and Christie Digital Systems USA, Inc., a California corporation.

12.           Digital Cinema Service Agreement, dated as of February 13, 2007, by and between Loeks Theatres, Inc., a Michigan corporation, and Christie Digital Systems USA, Inc., a California corporation.

13.           Digital Cinema Service Agreement, dated as of April 16, 2007, by and between Galaxy Carson City, LLC, a Nevada limited liability company, and Christie Digital Systems USA, Inc., a California corporation.

14.           Digital Cinema Service Agreement, dated as of January 14, 2008, by and between Galaxy Gig Harbor, LLC, a Delaware limited liability company, and Christie Digital Systems USA, Inc., a California corporation.

15.           Digital Cinema Service Agreement, dated as of October 2, 2007, by and between Metroplex Theatres, LLC, a California limited liability company, and Christie Digital Systems USA, Inc., a California corporation.

16.           Digital Cinema Service Agreement, dated as of March 2007, by and between Marquee Cinemas Inc., a Delaware corporation, and Christie Digital Systems USA, Inc., a California corporation.

17.           Digital Cinema Service Agreement, dated August 2, 2007, by and between MJR Group LLC, a Michigan limited liability company doing business as MJR Theatres, and Christie Digital Systems USA, Inc., a California corporation.
 
18.           Digital Cinema Service Agreement, dated June, 2007, by and between North Park Cinemas Inc., an Indiana corporation, and Christie Digital Systems USA, Inc., a California corporation.
 
19.           Digital Cinema Service Agreement, dated September 4, 2007, by and between Atlas Cinema, Inc., an Ohio corporation, and Christie Digital Systems USA, Inc., a California corporation.
 
20.           Digital Cinema Service Agreement, dated September 4, 2007, by and between Atlas Cinemas Great Lakes Mall, Inc., an Ohio corporation, and Christie Digital Systems USA, Inc., a California corporation.
 

 
 
 

21.           Digital Cinema Service Agreement, dated September 20, 2006, by and between Cinema West LLC, a California LLC, and Christie Digital Systems USA, Inc., a California corporation.
 
22.           Digital Cinema Service Agreement, dated September 4, 2007, by and between Lake Theatre, Inc., an Ohio corporation, and Christie Digital Systems USA, Inc., a California corporation.
 
23.           Digital Cinema Service Agreement, dated September 25, 2007, by and between Liberty Science Center, a New Jersey non-profit corporation, and Christie Digital Systems USA, Inc., a California corporation.
 
24.           Digital Cinema Service Agreement, dated March, 2007, by and between Neighborhood Cinema Corporation, Inc., a Michigan corporation, and Christie Digital Systems USA, Inc., a California corporation.
 
Digital Cinema Deployment Agreements

1.           Digital Cinema Deployment Agreement, dated as of August 1, 2005, by and among Buena Vista Pictures Distribution, as distributor, Christie/AIX, Inc. and Christie Digital Systems USA, Inc., as amended on February 2006, effective as of August 1, 2005, by two subsequent amendments, both dated July 6, 2006, effective as of August 1, 2005, and by an amendment dated September 24, 2007, effective as of August 1, 2005.

2.           Digital Cinema Access Agreement, dated as of November 21, 2005, by and between Sony Pictures Releasing Corporation, as Distributor, and Christie/AIX, Inc., as amended on July 27, 2006.

3.           Digital Cinema Deployment Agreement, dated as of October 12, 2005, by and between Twentieth Century Fox Film Corporation, as distributor, and Christie/AIX, Inc, as amended on June 30, 2006.

4.           Digital Cinema Agreement, dated as of October 25, 2005, by and between Universal City Studios LLLP, a Delaware corporation, as distributor, and Christie/AIX, Inc, as amended on July 25, 2007.

5.           Digital Cinema Agreement, dated as of April 19, 2006, by and between Warner Bros. Entertainment Inc., a Delaware corporation, as distributor, and Christie/AIX, Inc.

6.           Digital Cinema Agreement, dated as of January 1, 2007, by and between Paramount Pictures Corporation, a Delaware corporation, as distributor, and Christie/AIX, Inc.

7.           Digital Cinema Agreement, dated as of May 7, 2008, by and between Lions Gate Films Inc., a Delaware corporation, as distributor, and Christie/AIX, Inc., as amended on May 7, 2008.

8.           Digital Cinema Agreement, dated as of March 24, 2009, by and between Metro-Goldwyn-Mayer Distribution Co., a division of Metro-Goldwyn-Mayer Studios Inc., a Delaware corporation, as distributor, and Christie/AIX, Inc.

 
 
 


9.           Digital Cinema Agreement, dated as of September 4, 2008, by and between Overture Films, LLC, a Delaware limited liability company, and Christie/AIX, Inc. and Consent to Assignment and Assumption Agreement dated as of November 1, 2010 among Cinedigm Digital Cinema Corp. (as the manager and servicer for Christie/AIX, Inc., Cinedigm Digital Funding I, LLC and Access Digital Cinema Phase 2, Corp.) and RML Distribution Domestic, LLC.

10.           Digital Cinema Agreement, dated as of August 1, 2010, by and between The Weinstein Company LLC, a Delaware limited liability company, and Cinedigm Digital Funding I, LLC.

Management Services Agreement

1.           Amended and Restated Management and Services Agreement, dated as of February 28, 2013, between Cinedigm Digital Cinema Corp., a Delaware corporation, in its capacity as administrative servicer and Cinedigm Digital Funding I, LLC, a Delaware limited liability company.

2.           Back-Up Servicer Agreement, dated as of February 28, 2013, between Cinedigm Digital Funding I, LLC, a Delaware limited liability company and Christie Digital Systems, USA, Inc. a California corporation.



 
 
 

SCHEDULE 4.21

DISTRIBUTORS - MATERIAL DIGITAL CINEMA DEPLOYMENT AGREEMENTS


1.           Digital Cinema Deployment Agreement, dated as of August 1, 2005, by and among Buena Vista Pictures Distribution, as distributor, Christie/AIX, Inc. and Christie Digital Systems USA, Inc., as amended on February 2006, effective as of August 1, 2005, by two subsequent amendments, both dated July 6, 2006, effective as of August 1, 2005, and by an amendment dated September 24, 2007, effective as of August 1, 2005.

2.           Digital Cinema Access Agreement, dated as of November 21, 2005, by and between Sony Pictures Releasing Corporation, as Distributor, and Christie/AIX, Inc., as amended on July 27, 2006.

3.           Digital Cinema Deployment Agreement, dated as of October 12, 2005, by and between Twentieth Century Fox Film Corporation, as distributor, and Christie/AIX, Inc., as amended on June 30, 2006.

4.           Digital Cinema Agreement, dated as of October 25, 2005, by and between Universal City Studios LLLP, a Delaware corporation, as distributor, and Christie/AIX, Inc., as amended on July 25, 2007.

5.           Digital Cinema Agreement, dated as of April 19, 2006, by and between Warner Bros. Entertainment Inc., a Delaware corporation, as distributor, and Christie/AIX, Inc.

6.           Digital Cinema Agreement, dated as of January 1, 2007, by and between Paramount Pictures Corporation, and Christie/AIX, Inc.


 
 
 


SCHEDULE 7.5

INSURANCE

(a)            Coverage .  Each Group Member shall, during the term of this Agreement, carry and maintain at least the minimum insurance coverage set forth in this Schedule 7.5 .  All insurance carried pursuant to this Schedule 7.5 shall be placed with such insurers having a minimum A.M. Best rating of A:X (or as may otherwise be agreed by the Collateral Agent) and be in such form, with terms, conditions, limits and deductibles as shall be acceptable to the Collateral Agent:
(i)            All Risk Property Insurance .  Each Group Member shall maintain all risk property insurance covering against physical loss or damage to its assets (which for purposes of this clause (a)(i) shall not include any equipment subject to an Exhibitor Agreement, provided , that the applicable exhibitor has insured such equipment in accordance with the terms of the Exhibitor Agreement), including but not limited to fire and extended coverage, collapse, flood, earth movement and comprehensive boiler and machinery coverage (including electrical malfunction and mechanical breakdown).  Coverage shall be written on a replacement cost basis, with an agreed amount endorsement waiving any coinsurance penalty and include coverage for expediting expenses; and
(ii)            Business Interruption Insurance .  Each Group Member shall maintain business interruption insurance subject to an annual policy in an amount equal to the projected net profits and continuing expenses (including the debt payments hereunder) for the following 12-month period. Such insurance shall also cover service interruption and extra expenses and shall contain an agreed amount endorsement waiving any coinsurance penalty; and
(iii)            Comprehensive General Liability Insurance .  Each Group Member shall maintain comprehensive general liability insurance written on an occurrence basis with a limit of not less than $1,000,000.  Such coverage shall include, but not be limited to, premises/operations, broad form contractual liability, independent contractors, products/completed operations, property damage and personal injury liability; and
(iv)            Excess/Umbrella Liability .  Each Group Member shall maintain excess or umbrella liability insurance written on an occurrence basis in an amount not less than $15,000,000 providing coverage limits excess of the insurance limits required under clause (a)(iii) .  Such insurance shall follow the form of the primary insurances and drop down in case of exhaustion of underlying limits and/or aggregates.
(b)            Endorsements .  Each Group Member shall use its commercially reasonable efforts to cause all insurance policies carried and maintained in accordance with this Section 7.5 to be endorsed as follows:
(i)           The Collateral Agent shall be additional insured and sole loss payee with respect to the property policies described in clauses (a)(i) and (a)(ii) .  The Collateral Agent, on behalf of the Lenders, shall be additional insured with respect to liability policies described in clauses (a)(iii) and (a)(iv) .  It shall be understood that any obligation imposed upon any Group Member, including but not limited to the obligation

 
 
 

to pay premiums, shall be the sole obligation of such Group Member and not that of the Collateral Agent or any Lender; and
(ii)           With respect to property policies described in clauses (a)(i) and (a)(ii) , the interests of the Collateral Agent shall not be invalidated by any action or inaction of any Group Member or any other person, and shall insure the Collateral Agent regardless of any breach or violation by any Group Member or any other person, of any warranties, declarations or conditions of such policies; and
(iii)           Inasmuch as the liability policies are written to cover more than one insured, all terms conditions, insuring agreements and endorsements, with the exception of the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured; and
(iv)           The insurers thereunder shall waive all rights of subrogation against the Collateral Agent, any right of setoff or counterclaim, and any other right to deduction, whether by attachment or otherwise; and
(v)           If such insurance is canceled by any Group Member for any reason whatsoever, including nonpayment of premium, or any changes are initiated by any Group Member or the carrier which affect the interests of the Collateral Agent, such cancellation or change shall not be effective as to the Collateral Agent until 30 days (10 days in the case of non-payment of premium) after receipt by the Collateral Agent of written notice sent by registered mail from such insurer.

 
 
 


SCHEDULE 8.1

EXISTING INDEBTEDNESS

None.


 
 
 

SCHEDULE 8.2

EXISTING LIENS

None.


 
 
 

SCHEDULE 8.3

EXISTING INVESTMENTS

None.


 
 
 

SCHEDULE 9.1(i)

DISTRIBUTORS


·            Paramount Pictures Corporation
·            Warner Bros. Entertainment Inc.
·            Twentieth Century Fox Film Corporation
·            Sony Pictures Releasing Corporation
·            Universal City Studios LLLP
·            Buena Vista Pictures Distribution


 
 
 

SCHEDULE 9.1(k)

INTER-COMPANY AGREEMENTS

 
1.
Amended and Restated Management Services Agreement, dated February 28, 2013 by and between Cinedigm Digital Funding I, LLC and Cinedigm Digital Cinema Corp.
 
2.
Sale and Contribution Agreement, dated May 6, 2010, by and between Cinedigm Digital Funding I, LLC and Christie/AIX, Inc.
 
3.
Amended and Restated Software License Agreement, dated February 28, 2013, by and between Cinedigm Digital Funding I, LLC and Access Digital Media, Inc.
 
4.
Amended and Restated Software License Agreement, dated February 28, 2013 by and between Cinedigm Digital Funding I, LLC & Hollywood Software, Inc.
 
5.
Assignment and Assumption Agreement dated as of May 6, 2010, by and between Cinedigm Digital Funding I, LLC and Christie/AIX, Inc.
 
6.
Termination Agreement, dated as of May  6, 2010 between Christie/AIX, Inc. and Cinedigm Digital Cinema Corp. (formerly known as Access Integrated Technologies, Inc.), relating to that Servicing Agreement, dated as of July 1, 2009, by and between Cinedigm Digital Cinema Corp., a Delaware corporation and Christie/AIX, Inc., a Delaware corporation.
 
7.
Termination Agreement, dated as of May 6, 2010, between Access Digital Media, Inc. and Christie/AIX, Inc. relating to that Amended and Restated Software License Agreement, dated as of July 15, 2006, by and between Access Digital Media, Inc., as licensor, and Christie/AIX, Inc., as licensee.
 
8.
Termination Agreement, dated as of May  6, 2010 between Christie/AIX, Inc. and Cinedigm Digital Cinema Corp. (formerly known as Access Integrated Technologies, Inc.), relating to that Sublease Agreement, dated as of July 1, 2006, by and between Access Integrated Technologies, Inc., a Delaware corporation, as sublessor, and Christie/AIX, Inc., a Delaware corporation, as sublessee.

 
 
 

EXHIBIT A-1
TO
AMENDED AND RESTATED CREDIT AGREEMENT
 
FORM OF ASSIGNMENT
 
This ASSIGNMENT (this " Assignment "), dated as of the Effective Date, is entered into between the Assignor and the Assignee (each as defined below).
 
The parties hereto hereby agree as follows:
 
Borrower:
Cinedigm Digital Funding I, LLC, a Delaware limited liability company (the " Borrower ")
 
Administrative Agent
Société Générale, New York Branch, as administrative agent (in such capacity and together with its successors and assigns, the " Administrative Agent ")
 
Credit Agreement:
Amended and Restated Credit Agreement, dated as of February 28, 2013, among the Borrower, the Lenders party thereto, and Société Générale, New York Branch, as administrative agent and collateral agent for the Lenders (as the same may be amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement "; capitalized terms used herein without definition are used as defined in the Credit Agreement)
 
[Trade Date:
_____, ___] 1
 
Effective Date:
[_____, ___] 2

 

 
1 Insert for informational purposes only if needed to determine other arrangements between the assignor and the assignee.
 
2 To be filled out by Administrative Agent upon entry in the Register.

Exhibit A-1 to Credit Agreement
 
 


 
 
Assignor
(collectively, the
" Assignors ") 3
 
Assignee
(collectively, the
" Assignees ") 4
 
Aggregate
outstanding
principal amount
of Term Loans
for all Lenders 5
 
Aggregate
outstanding
principal amount
of Term Loans
Assigned 5
 
Percentage
Assigned 6
 
  [Name of
  Assignor]
  [Name of
  Assignee]
 
  [Affiliate]
  [Approved Fund]
  of [Name of
  Lender]
 
  $__________
  $__________
  __._________%
  [Name of
  Assignor]
  [Name of
  Assignee]
 
  [Affiliate]
  [Approved Fund]
  of [Name of
  Lender]
 
  $__________
  $__________
  __._________%
  [Name of
  Assignor]
  [Name of
  Assignee]
 
  [Affiliate]
  [Approved Fund]
  of [Name of
  Lender]
  $__________
  $__________
  __._________%
 
[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]
 


 
3  List each Assignor, as appropriate.
 
4  List each Assignee, as appropriate.
 
5  Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.  The aggregate amounts are inserted for informational purposes only to help in calculating the percentages assigned which, themselves, are for informational purposes only.
 
6  Set forth, to at least 9 decimals, the Assigned Interest as a percentage of the aggregate Term Loans in the Facility.  This percentage is set forth for informational purposes only and is not intended to be binding.  The assignments are based on the amounts assigned not on the percentages listed in this column.


Exhibit A-1 to Credit Agreement 
 
 

Section 1.                       Assignment . Each Assignor hereby sells and assigns to the Assignee set forth above opposite such Assignor, and such Assignee hereby purchases and assumes from such Assignor, such Assignor's rights and obligations in its capacity as Lender under the Credit Agreement (including Liabilities owing to or by such Assignor thereunder) and the other Loan Documents, in each case to the extent related to the amounts identified above opposite such Assignor (such Assignor's " Assigned Interest ").
 
Section 2.                       Representations, Warranties and Covenants of Assignors . Each Assignor severally but not jointly (a) represents and warrants to its corresponding Assignee and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims, (b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Term Loans, the percentage of the Term Loans represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Loan Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document or any document or information provided in connection therewith and the existence, nature or value of any Collateral, (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Group Member or Loan Party or the performance or nonperformance by any Loan Party of any obligation under any Loan Document or any document provided in connection therewith and (d) attaches any Notes held by it evidencing at least in part the Assigned Interest of such Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the Administrative Agent exchange such Notes for new Notes in accordance with Section 2.11(e) of the Credit Agreement.
 
Section 3.                       Representations, Warranties and Covenants of Assignees . Each Assignee severally but not jointly (a) represents and warrants to its corresponding Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for such Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) if and to the extent indicated above, it is an Affiliate or an Approved Fund of the Lender set forth above and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either such Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes each Agent to take such action on its behalf and to exercise such powers under the Loan Documents as are delegated to such Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Secured Party and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Loan Parties and their Affiliates and Securities and agrees to use such information only in accordance with Section
 

Exhibit A-1 to Credit Agreement
 
 
 

11.20 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof, (g) shall pay to the Administrative Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 11.2(c) of the Credit Agreement and (h) to the extent required pursuant to Section 2.14(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN or W-9.
 
Section 4.                       Determination of Effective Date; Register . Following the due execution and delivery of this Assignment by each Assignor, each Assignee and, to the extent required by Section 11.2(b) of the Credit Agreement, the Borrower, this Assignment (including its attachments) will be delivered to the Administrative Agent for its acceptance and recording in the Register. The effective date of this Assignment (the " Effective Date ") shall be the later of (i) the acceptance of this Assignment by the Administrative Agent and (ii) the recording of this Assignment in the Register. The Administrative Agent shall insert the Effective Date when known in the space provided therefor at the beginning of this Assignment.
 
Section 5.                       Effect . As of the Effective Date, (a) each Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment, have the rights and obligations of a Lender under the Credit Agreement and (b) each Assignor shall, to the extent provided in this Assignment, relinquish its rights (except those surviving the termination of the Term Loan Commitments and payment in full of the Obligations) and be released from its obligations under the Loan Documents other than those obligations relating to events and circumstances occurring prior to the Effective Date.
 
Section 6.                       Distribution of Payments . On and after the Effective Date, the Administrative Agent shall make all payments under the Loan Documents in respect of each Assigned Interest of any Assignor (a) in the case of amounts accrued to but excluding the Effective Date, to such Assignor and (b) otherwise, to the corresponding Assignee.
 
Section 7.                       Miscellaneous . This Assignment is a Loan Document and, as such, is subject to certain provisions of the Credit Agreement, including Sections 1.5 , 11.14(a) and 11.15 thereof. On and after the Effective Date, this Assignment shall be binding upon, and inure to the benefit of, the Assignors, Assignees, the Administrative Agent and their Related Persons and their successors and assigns. This Assignment shall be governed by, and be construed and interpreted in accordance with, the law of the State of New York. This Assignment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Assignment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart of this Assignment.
 
[SIGNATURE PAGES FOLLOW]
 

Exhibit A-1 to Credit Agreement
 
 
 

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
 
   
[NAME OF ASSIGNOR], as Assignor
       
       
       
   
By:
 
   
Name:
 
   
Title:
 
       
       
   
[NAME OF ASSIGNEE], as Assignee
       
       
       
   
By:
 
   
Name:
 
   
Title:
 
     
     
   
Lending Office for Eurodollar Rate Loans : 7
       
   
[Insert Address (including contact name, fax number and e-mail address)]
       
   
Lending Office (and address for notices) for any other purpose :
       
   
[Insert Address (including contact name, fax number and e-mail address)]

 
7  Insert for each Assignee

Exhibit A-1 to Credit Agreement
 
 
 


[ACCEPTED and AGREED
this ___ day of _____ _____:] 8
 
[SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH,
as Administrative Agent]
 
 
 
 
By:
 
Name:
 
Title:
 
 
 
[CINEDIGM DIGITAL FUNDING I, LLC]
 
 
 
By:
 
Name:
 
Title:
 


 
8  To the extent required pursuant to the Credit Agreement.
 

Exhibit A-1 to Credit Agreement
 
 
 

EXHIBIT A-2
TO
AMENDED AND RESTATED CREDIT AGREEMENT
 
FORM OF TERM LOAN PURCHASE ASSIGNMENT
 
This TERM LOAN PURCHASE ASSIGNMENT (this " Assignment "), dated as of the Effective Date, is entered into between the Assignor and the Assignee (each as defined below).
 
The parties hereto hereby agree as follows:
 
Borrower:
Cinedigm Digital Funding I, LLC, a Delaware limited liability company (the " Borrower ")
 
Administrative Agent
Société Générale, New York Branch, as administrative agent (in such capacity and together with its successors, the " Administrative Agent ")
   
Credit Agreement:
Amended and Restated Credit Agreement, dated as of February 28, 2013, among the Borrower, the Lenders party thereto, and Société Générale, New York Branch, as administrative agent and collateral agent for the Lenders (as the same may be amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement "; capitalized terms used herein without definition are used as defined in the Credit Agreement)
 
Assigned Interest: 1
[$__________]
 
[Trade Date:
[_____, ___]
 
Effective Date:
[_____, ___] 2

 

 
1  Aggregate outstanding principal amount of Term Loans assigned hereunder on the Effective Date.
 
2  To be filled out by Administrative Agent upon entry in the Register.

Exhibit A-2 to Credit Agreement
 
 
 



 
Assignor 3
Assignee 4
Aggregate
outstanding
principal
amount of
Term Loans
for all
Lenders 5
Assigned
Interest
Aggregate
outstanding
principal
amount of
Term Loans
Assigned to
all Related
Purchasers
(after giving
effect to the
Assigned
Interest) 6
Percentages
Assigned 7
  [Name of
  Assignor]
  [Related Purchaser]
  $__________
  $__________
  $__________
  (a)  ______%
 
  (b)  ______%
 


 
[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]
 

 
3  List Assignor.
 
4  List Assignee, which must be a Related Purchaser.
 
5  Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.  The aggregate amounts are inserted for informational purposes only to help in calculating the percentages assigned which, themselves, are for informational purposes only.  Shall be an integral of $1,000,000, unless the Assignor's entire interest in the Term Loans is assigned.
 
6  Should equal Assigned Interest plus all other "Assigned Interests" purchased by any Related Purchaser on or prior to the Effective Date.
 
7  Sets forth, to at least 9 decimals, (a) the Assigned Interest as a percentage of the aggregate outstanding Term Loans in the Facility and (b) the Assigned Interest together with all other "Assigned Interests" to all Related Purchasers as a percentage of the aggregate outstanding Term Loans in the Facility.  The percentages are set forth for informational purposes only and are not intended to be binding.  The assignments are based on the amounts assigned not on the percentages listed in this column.  The percentage in clause (b) may not be more than 5% after giving effect to all Term Loans previously purchased by all Related Purchasers.
 

Exhibit A-2 to Credit Agreement
 
 
 

Section 8.                       Assignment . The Assignor hereby sells and assigns to the Assignee set forth above opposite the Assignor, and the Assignee hereby purchases and assumes from the Assignor pursuant to the terms and conditions set forth in Sections 11.2(g) of the Credit Agreement, the Assignor's portion of the Term Loans under the Credit Agreement in the amounts identified above as the " Assigned Interest ".
 
Section 9.                       Representations, Warranties and Covenants of Assignor . The Assignor severally but not jointly (a) represents and warrants to the Assignee and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver this Assignment and to consummate the transactions contemplated hereby in accordance with Section 11.2(g) of the Credit Agreement and (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims, (b) makes no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Term Loans, the percentage of the Term Loans represented by the amounts assigned, any statements, representations and warranties made in or in connection with any Loan Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document or any document or information provided in connection therewith and the existence, nature or value of any Collateral, (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Group Member or Loan Party or the performance or nonperformance by any Loan Party of any obligation under any Loan Document or any document provided in connection therewith and (d) attaches any Notes held by it evidencing at least in part the Assigned Interest of such Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the Administrative Agent exchange such Notes for new Notes in accordance with Section 2.11(e) of the Credit Agreement.
 
Section 10.                       Representations, Warranties and Covenants of Assignee . The Assignee (a) represents and warrants to the Assignor and the Administrative Agent that (i) it has full power and authority, and has taken all actions necessary for the Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is a "Related Purchaser", as that term is defined in Section 11.2(g) of the Credit Agreement, (iii) it has satisfied the requirements, if any, specified in the Credit Agreement, including, without limitation, Section 11.2(g) , that are required to be satisfied in order to make a purchase of the Assigned Interest and (b) shall pay to the Administrative Agent an assignment fee in the amount of $3,500.
 
Section 11.                       Determination of Effective Date; Register . Following the due execution and delivery of this Assignment by the Assignor and the Assignee, this Assignment (including its attachments) will be delivered to the Administrative Agent for its acceptance and recording in the Register. The effective date of this Assignment (the " Effective Date ") shall be the later of (i) the acceptance of this Assignment by the Administrative Agent and (ii) the recording of this Assignment in the Register by the Administrative Agent. The Administrative Agent shall insert the Effective Date when known in the space provided therefor at the beginning of this Assignment.
 
Exhibit A-2 to Credit Agreement
 
 
 
Section 12.                       Effect . As of the Effective Date, (a) [the Assigned Interest shall be deemed cancelled for all purposes and no longer outstanding for all purposes of the Credit Agreement and the other Loan Documents (and may not be resold or reassigned by the Assignee)][(i) the Assigned Interest will remain outstanding and (ii) except for the sole purpose of receiving interest and principal payments on the Assigned Interest pursuant to the terms of the Credit Agreement, the Assignee shall not be deemed to be a "Lender" for purposes of the Credit Agreement or any other Loan Document including, without limitation, for purposes of (A) the making of any request, demand, authorization, direction, notice, amendment, consent or waiver under the Credit Agreement or any other Loan Document or (B) the determination of Required Lenders] 8 and (b) each Assignor shall, to the extent provided in this Assignment, relinquish its rights (except those surviving the termination of the Term Loan Commitments and payment in full of the Obligations) and be released from its obligations under the Loan Documents other than those obligations relating to events and circumstances occurring prior to the Effective Date.  In no event will the Assignee be deemed to be a Lender under the Credit Agreement or, except to the extent provided for hereunder, have any rights or obligations of a Lender under the Credit Agreement.
 
Section 13.                       Distribution of Payments . On and after the Effective Date, the Administrative Agent shall make all payments under the Loan Documents in respect of the Assigned Interest to the Assignor for amounts accrued to but excluding the Effective Date. [No payments in respect of such Assigned Interest (which shall be deemed to have been cancelled as of the Effective Date) shall be due to the Assignee from and after the Effective Date.][On and after the Effective Date, the Administrative Agent shall only make payments to the Assignee of interest and principal payments payable on such Assigned Interest in the amounts accrued on and after the Effective Date.] 9
 
Section 14.                       Miscellaneous . This Assignment is a Loan Document and, as such, is subject to certain provisions of the Credit Agreement, including Sections 1.5 , 11.14(a) and 11.15 thereof. On and after the Effective Date, this Assignment shall be binding upon, and inure to the benefit of, the Assignors, Assignees, the Administrative Agent and their Related Persons and their successors and assigns. This Assignment shall be governed by, and be construed and interpreted in accordance with, the law of the State of New York. This Assignment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Assignment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart of this Assignment.
 
[SIGNATURE PAGES FOLLOW]
 

 
8  Assignee to choose whether the Assigned Interest will be cancelled or remain outstanding.
 
9  Include first bracketed sentence if Assigned Interest is cancelled.  Include second bracketed sentence if Assigned Interest remains outstanding.

Exhibit A-2 to Credit Agreement
 
 
 

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
 
   
[NAME OF ASSIGNOR], as Assignor
       
       
       
   
By:
 
   
Name:
 
   
Title:
 
       
       
   
[NAME OF ASSIGNEE], as Assignee
       
       
       
   
By:
 
   
Name:
 
   
Title:
 
     


Exhibit A-2 to Credit Agreement
 
 
 

EXHIBIT B
TO
AMENDED AND RESTATED CREDIT AGREEMENT
 
FORM OF [AMENDED AND RESTATED] NOTE
 

Lender: [_____]
New York, New York
Principal Amount: $[_____]
[_____, ___]
 
FOR VALUE RECEIVED, the undersigned, Cinedigm Digital Funding I, LLC, a Delaware limited liability company (the " Borrower "), hereby promises to pay to the order of the lender set forth above (the " Lender ") the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of the Term Loans of the Lender to the Borrower, payable at such times and in such amounts as are specified in the Credit Agreement (as hereinafter defined).
 
The Borrower promises to pay interest on the unpaid principal amount of the Term Loans from the date made until such principal amount is paid in full, payable at such times and at such interest rates as are specified in the Credit Agreement. Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Borrower.
 
Both principal and interest are payable in Dollars to Société Générale, New York Branch, as Administrative Agent in immediately available funds in accordance with the Credit Agreement.
 
This Note is one of the Notes referred to in, and is entitled to the benefits of, the Amended and Restated Credit Agreement, dated as of February 28, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement "), among the Borrower, the Lenders party thereto, and Société Générale, New York Branch, as administrative agent and collateral agent for the Lenders. Capitalized terms used herein without definition are used as defined in the Credit Agreement.
 
The Credit Agreement, among other things, (a) provides for the making of Term Loans by the Lender to the Borrower in an aggregate amount not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the Borrower resulting from such Term Loans being evidenced by this Note and (b) contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions specified therein.
 
This Note is a Loan Document, is entitled to the benefits of the Loan Documents, and is subject to certain provisions of the Credit Agreement, including Sections 1.5 , 11.14(a) and 11.15 thereof.
 
This Note is a registered obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until recorded therein.
 
[ This Note is given in renewal, extension, and modification, but not in discharge or novation, of that certain note dated May 6, 2010 in the principal amount of $[________] made by the Borrower payable to the Lender pursuant to the terms of that certain Credit Agreement, dated
 

  E xhibit B to Credit Agreement
 
 

as of May 6, 2010 among the Borrower, the Lenders party thereto, and Société Générale, New York Branch, as paying agent and co-administrative agent for the Lenders and as successor to General Electric Capital Corporation, as co-administrative agent and collateral agent for the Lenders.] [TO BE INCLUDED FOR EXISTING LENDERS WITH ROLLOVER COMMITMENTS]
 
This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.
 
[SIGNATURE PAGE FOLLOWS]
 

  E xhibit B to Credit Agreement
 
 

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.
 
   
CINEDIGM DIGITAL FUNDING I, LLC
       
       
       
   
By:
 
   
Name:
 
   
Title:
 
     

  E xhibit B to Credit Agreement
 
 


EXHIBIT C
TO
AMENDED AND RESTATED CREDIT AGREEMENT
 
FORM OF NOTICE OF BORROWING
 
SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH,
as administrative agent under the Credit Agreement referred to below
 
[_____ ___, ____]
 
Attention: [_____]
 
 
 
Re:
CINEDIGM DIGITAL FUNDING I, LLC (the "Borrower")
 
Reference is made to the Amended and Restated Credit Agreement, dated as of February 28, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement "), among the Borrower, the Lenders party thereto, and Société Générale, New York Branch, as administrative agent and collateral agent for such Lenders. Capitalized terms used herein without definition are used as defined in the Credit Agreement.
 
The Borrower hereby gives you irrevocable notice, pursuant to Section 2.2 of the Credit Agreement of its request of a Borrowing (the " Proposed Borrowing ") under the Credit Agreement and, in that connection, sets forth the following information:
 
A.           The date of the Proposed Borrowing is February 28, 2013 (the " Funding Date ").
 
B.           The aggregate principal amount of the Term Loans constituting the Proposed Borrowing is $[_____], of which $[_____] consists of Base Rate Loans and $[_____] consists of Eurodollar Rate Loans having an initial Interest Period of [_____] months.
 
   
CINEDIGM DIGITAL FUNDING I, LLC
       
       
       
   
By:
 
   
Name:
 
   
Title:
 
     

Exhibit C to Credit Agreement
 
 
 

EXHIBIT D
TO
CREDIT AGREEMENT
 
FORM OF NOTICE OF CONVERSION OR CONTINUATION
 
SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH,
as administrative agent under the Credit Agreement referred to below
 
 [_____ ___, ____]
Attention: [_____]
 
 
 
Re:
CINEDIGM DIGITAL FUNDING I, LLC (the "Borrower")
 
Reference is made to the Amended and Restated Credit Agreement, dated as of February 28, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement "), among the Borrower, the Lenders party thereto, and Société Générale, New York Branch, as administrative agent and collateral agent for the Lenders. Capitalized terms used herein and not otherwise defined herein are used as defined in the Credit Agreement.
 
The Borrower hereby gives you irrevocable notice, pursuant to Section 2.7 of the Credit Agreement of its request for the following:
 
(i)           a continuation, on [_____, ___] 1 , as Eurodollar Rate Loans having an Interest Period of [_____] 2 months of Term Loans in an aggregate outstanding principal amount of $[_____] having an Interest Period ending on the proposed date for such continuation;
 
(ii)           a conversion, on [_____, ___] 1 , to Eurodollar Rate Loans having an Interest Period of [_____] 2 months of Term Loans in an aggregate outstanding principal amount of $[_____]; and
 
(iii)           a conversion, on [_____, ___] 1 , to Base Rate Loans, of Term Loans in an aggregate outstanding principal amount of $[_____].
 
In connection herewith, the undersigned hereby certifies that (i) no Event of Default has occurred and is continuing on the date hereof, both before and after giving effect to any Term Loan to be made on or before any date for any proposed conversion or continuation set forth above and (ii) there is no suspension in effect under Section 2.12 of the Credit Agreement.
 
[Signature Page Follows.]


 
1  Must be a Business Day.
 
2  Must be 1, 2 or 3 months.

Exhibit D to Credit Agreement
 
 
 


   
CINEDIGM DIGITAL FUNDING I, LLC
       
       
       
   
By:
 
   
Name:
 
   
Title:
 
     

Exhibit D to Credit Agreement
 
 
 

EXHIBIT E
TO
AMENDED AND RESTATED CREDIT AGREEMENT
 
FORM OF COMPLIANCE CERTIFICATE
 
[_____, ___] 1
 
This COMPLIANCE CERTIFICATE (this " Compliance Certificate ") is delivered pursuant to Section 6.1(d) of the Amended and Restated Credit Agreement, dated as of February 28, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Cinedigm Digital Funding I, LLC (the " Borrower "), the Lenders party thereto, and Société Générale, New York Branch, administrative agent and as collateral agent for the Lenders. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.
 
The undersigned, a duly authorized Responsible Officer of the Borrower having the name and title set forth below under his signature, hereby certifies, on behalf of the Borrower for the benefit of the Secured Parties and pursuant to Section 6.1 of the Credit Agreement that such Responsible Officer of the Borrower is familiar with the Credit Agreement and that, in accordance with each of the following sections of the Credit Agreement, each of the following is true on the date hereof, both before and after giving effect to any Term Loan to be made on or before the date hereof:
 
(a)           In accordance with Section 6.1[(b)/(c)] of the Credit Agreement, attached hereto as Annex A are the Financial Statements for the [Fiscal Quarter/Fiscal Year] ended [_____, ___] required to be delivered pursuant to Section 6.1[(b)/(c)] of the Credit Agreement. Such Financial Statements fairly present in all material respects the Consolidated and consolidating financial position, results of operations and cash flow of the Group Members as at the dates indicated therein and for the periods indicated therein in accordance with GAAP [(subject to the absence of footnote disclosure and normal year-end audit adjustments)] 2 [without qualification as to the scope of the audit or as to going concern and without any other similar qualification, together with the certificate from the Group Members' Accountants with respect to such Consolidated Financial Statements required to be delivered pursuant to Section 6.1(c) of the Credit Agreement.] 3
 
(b)           In accordance with Section 6.1(d) of the Credit Agreement, attached hereto as Annex B are the calculations used to determine the Consolidated Leverage Ratio, the Consolidated Fixed Charge Coverage Ratio and any other calculations, if any, used to determine compliance with each financial covenant contained in Article V and Section 8.16 of the Credit Agreement.
 

 
1 Insert date of delivery of certificate.
 
2 Insert language in brackets only for quarterly reports.
 
3 Insert language in brackets only for annual certifications.

Exhibit E to Credit Agreement
 
 

(c)           In accordance with Section 6.1(d) of the Credit Agreement, attached hereto as Annex C are (i) the calculations used to determine the amount of Capital Expenditures as of the end of the applicable fiscal period for purposes of determining compliance with Section 8.16 of the Credit Agreement and (ii) the amounts paid by Cinedigm, as administrative servicer, for Capital Expenditures.
 
(d)           In accordance with Section 6.1(d) of the Credit Agreement, attached hereto as Annex D is a list of all Installed Digital Systems and the location of the same as of the date hereof.
 
(e)           In accordance with Section 6.1(d) of the Credit Agreement, no Default has occurred and is continuing as of the date hereof[, except as provided for on Annex E attached hereto, with respect to each of which the Borrower proposes to take the actions set forth on Annex E ].
 
(f)           In accordance with Section 6.1(e) of the Credit Agreement, (i) the [Corporate Chart attached hereto as Annex F[-1] [last Corporate Chart delivered pursuant to such Section)], is correct and complete as of the date hereof, (ii) all documents (including updated schedules as to locations of Collateral and acquisition of Intellectual Property or real property) required to be delivered pursuant to the Loan Documents by any Loan Party on or prior to the date of delivery of this Compliance Certificate have been delivered thereunder (or such delivery requirement was otherwise duly waived or extended) and (iii) complete and correct copies of all documents modifying any term of any Constituent Document of any Loan Party or joint venture thereof on or prior to the date hereof have been delivered to the Administrative Agent [or are attached hereto as Annex F[-2] ].
 
(g)           In accordance with Section 6.1(g) of the Credit Agreement, attached hereto as Annex G is a discussion and analysis of the financial condition and results of operations of the Group Members for the portion of the Fiscal Year elapsed on or prior to the date hereof discussing the reasons for any significant variations from the Projections for such period and the figures for the corresponding period in the previous Fiscal Year.
 
(h)           [In accordance with Sections 6.1(h) and (i) of the Credit Agreement, attached hereto as Annexes H and I are complete and correct (i) copies of each management letter, audit report or similar letter or report received by any Group Member from any independent registered certified public accountant (including the Group Members' Accountants) in connection with such Financial Statements or any audit thereof and (ii) (A) a certification from each insurer or by an authorized representative of each insurer identifying the underwriters, the type of insurance, the limits, deductibles, and the term thereof and specifying the specific provisions delineated in clause (b) of Schedule 7.5 and (B) a statement from an independent insurance broker, reasonably acceptable to the Administrative Agent, stating that (1) all premiums then due have been
 

 
 
 

paid and (2) in the opinion of such broker, the insurance maintained by the Borrower is in accordance with clause (b) of Schedule 7.5 ]. 4
 
IN WITNESS WHEREOF, the undersigned has executed this certificate on the date first written above.
 
   
CINEDIGM DIGITAL FUNDING I, LLC
       
       
       
   
By:
 
   
Name:
 
   
Title:
 
     

 
4  Insert bracketed language only for annual reports.

 
 
 

 
ANNEX A
TO
COMPLIANCE CERTIFICATE OF CINEDIGM DIGITAL FUNDING I, LLC
DATED [_____, ___]
 
FINANCIAL STATEMENTS
 

 
 
 
 

ANNEX B
TO
COMPLIANCE CERTIFICATE OF CINEDIGM DIGITAL FUNDING I, LLC
DATED [_____, ___]
 
FINANCIAL CALCULATIONS
 

 
 
 
 

ANNEX C
TO
COMPLIANCE CERTIFICATE OF CINEDIGM DIGITAL FUNDING I, LLC
DATED [_____, ___]
 
CAPITAL EXPENDITURES
 

 
 
 
 

ANNEX D
TO
COMPLIANCE CERTIFICATE OF CINEDIGM DIGITAL FUNDING I, LLC
DATED [_____, ___]
 
INSTALLED DIGITAL SYSTEMS
 

 
 
 
 

[ANNEX E
TO
COMPLIANCE CERTIFICATE OF CINEDIGM DIGITAL FUNDING I, LLC
DATED [_____, ___]
 
CONTINUING DEFAULTS] 5
 

 
5  Delete if not used in the text of the certificate.

 
 
 
 

ANNEX F[-1]
TO
COMPLIANCE CERTIFICATE OF CINEDIGM DIGITAL FUNDING I, LLC
DATED [_____, ___]
 
CORPORATE CHART
 

 
 
 
 

ANNEX F[-2]
TO
COMPLIANCE CERTIFICATE OF CINEDIGM DIGITAL FUNDING I, LLC
DATED [_____, ___]
 
MODIFICATIONS TO CONSTITUENT DOCUMENTS
 

 
 
 
 

ANNEX G
TO
COMPLIANCE CERTIFICATE OF CINEDIGM DIGITAL FUNDING I, LLC
DATED [_____, ___]
 
MANAGEMENT DISCUSSION AND ANALYSIS
 

 
 
 
 

ANNEX H
TO
COMPLIANCE CERTIFICATE OF CINEDIGM DIGITAL FUNDING I, LLC
DATED [_____, ___]
 
MANAGEMENT LETTER
 

 
 
 
 

ANNEX I
TO
COMPLIANCE CERTIFICATE OF CINEDIGM DIGITAL FUNDING I, LLC
DATED [_____, ___]
 
SUMMARY OF MATERIAL INSURANCE COVERAGE
 

 
 
 
 

EXHIBIT F
TO
AMENDED AND RESTATED CREDIT AGREEMENT
 
FORM OF AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT
 
(See attached.)
 

 
 
 
 

EXHIBIT G
TO
AMENDED AND RESTATED CREDIT AGREEMENT
 
FORM OF EXHIBITOR AGREEMENT
 
(See attached.)
 

 
 
 
 

MASTER LICENSE AGREEMENT
 
THIS MASTER LICENSE AGREEMENT (this " Agreement "), including all Schedules and Exhibits attached hereto, is made and entered into as of the ___ day of _____, 20___ by and between CINEDIGM DIGITAL FUNDING I, LLC, a Delaware limited liability company (" Licensor "), and _____, a _____ (" Licensee ").
 
WHEREAS, Licensor has the right to deploy and license the use of certain Equipment (as defined below); and
 
WHEREAS Licensee desires to obtain from Licensor, and Licensor is willing to grant to Licensee, a license to use the Equipment on the terms and conditions set forth in this Agreement, including all Schedules and Exhibits attached hereto.
 
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other valuable consideration received, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follow:
 
1.             DEFINITIONS . As used in this Agreement, the following terms have the meanings set forth below.
 
" ADM " means Access Digital Media, Inc., a Delaware corporation.
 
" Affiliate " means, with respect to a party, any corporation, limited liability company, partnership or other entity which controls, is controlled by or is under common control with such party, where such control is by ownership of more than fifty percent (50%) of the outstanding voting securities or other voting interests.
 
" Agreement " has the meaning specified in the preamble.
 
" Applicable Commencement Date " means, as to the Equipment designated on any Equipment Schedule, the date on which the License Term for such Equipment commences, as specified in the applicable Certificate of Acceptance.
 
" Applicable Termination Date " means, as to the Equipment designated on any Equipment Schedule, the date on which this Agreement expires or is terminated.
 
" Central Server " means, collectively, a central library server, with TCC Software installed, together with a storage array, computer rack, uninterrupted power source (UPS), main switch and patch panel.
 
" Certificate of Acceptance " means a certificate executed by Licensee in substantially the form of Exhibit 1 to Exhibit A attached hereto.
 
" Christie " means Christie Digital Systems USA, Inc., a California corporation.
 

 
 
 
 

" Christie Software " means any Christie proprietary software installed in any of the Equipment at the time of delivery of such Equipment to Licensee, as updated by any update made available from time to time by Christie without charge for use on the Equipment.
 
" Cineplex " means a theater complex with one or more cinema auditoriums.
 
" Confidential Information " has the meaning specified in Section 38 .
 
" DCI " means Digital Cinema Initiatives, LLC, a limited liability company established by Disney, Fox, MGM, Paramount, Sony Pictures Entertainment, Universal and Warner Bros. Studios to, among other things, establish and document technical specifications for an open architecture for digital cinema to ensure a uniform and high level of technical performance reliability and quality control.
 
" DCI Specification " means the Digital Cinema System Specification V1.0 issued July 20, 2005 by DCI.
 
" Digital Cinema Projection System " means a digital cinema projection system consisting of a DLP Cinema TM 2k projector, capable of both 2-D and 3-D display, and a digital cinema server for each theatre screen. Each Digital Cinema Projection System will be a part of a Digital System.
 
" Digital System " means one or more Digital Cinema Projection Systems and an associated Central Server.
 
" Digital Title " means a commercial movie which is released in digital format suitable for showing on Digital Systems.
 
" Distributor " means a motion picture distributor.
 
" Distributor Agreement " means an agreement between Licensor and a Distributor pursuant to which such Distributor agrees to pay Participant Virtual Print Fees to Licensor for a specified period.
 
" DLP Cinema TM Promotional Guidelines " means the guidelines set forth on Exhibit B attached hereto.
 
" Dollars " or " $ " means United States dollars.
 
" Equipment " means each Digital System described on an Equipment Schedule executed pursuant to this Agreement, together with all parts, accessories and other items added to or made a part of such Digital System after the Applicable Commencement Date for such Digital System.
 
" Equipment Schedule " means a schedule in the form of Exhibit A attached hereto, executed pursuant to this Agreement from time to time.
 
" Event of Default " has the meaning specified in Section 27 .
 

 
 
 
 

" Financing Documents " has the meaning specified in Section 23 .
 
" Financing Parties " has the meaning specified in Section 23 .
 
" License Term " means, with respect to any particular Equipment, a period that commences on the Applicable Commencement Date for such Equipment and ends on the Applicable Termination Date for such Equipment.
 
" Licensee " has the meaning specified in the preamble.
 
" Licensor " has the meaning specified in the preamble.
 
" Non-Participant Virtual Print Fee " means the applicable fee announced from time to time by Licensor as the virtual print fee payable by a Non-Participating Distributor with respect to the exhibition of Traditional Motion Picture Content on Digital Systems licensed by Licensor, which fee shall not exceed _____ percent (___%) of the lowest base virtual print fee (before discounts) payable by any Distributor under a Distributor Agreement.
 
" Non-Participating Distributor " means a Distributor which has not signed a Distributor Agreement with Licensor.
 
" Non-Traditional Content " means all content other than Traditional Motion Picture Content. Non-Traditional Content includes, but is not limited to, television programs, sporting events, stage productions, religious services, concerts, educational classes or presentations, live events, speeches, meetings, teleconferencing, and video gaming. Non-Traditional Content shall not include motion picture premieres and other promotional, testing and publicity activities involving screenings of motion pictures.
 
" Participant Virtual Print Fee " means the virtual print fee payable to Licensor by a Participating Distributor as provided for in the applicable Distributor Agreement.
 
" Participating Distributor " means a Distributor which has signed a Distributor Agreement with Licensor. A list of Participating Distributors as of the date hereof is set forth on Exhibit D attached hereto, and shall be updated by Licensor from time to time as provided therein.
 
" Satellite Dish " has the meaning specified in Section 7(b) .
 
" Service Contract " means a service contract between Licensee and Christie in substantially the form of the attached Exhibit E .
 
" Software " means, collectively, the Christie Software, the Standard Software, the TCC Software and the Third Party Software.
 
" Standard Software " means the operating system and system applications software which are standard for general operation of computer servers having the general capabilities of the servers included in the Equipment, as updated by any update made available from time to time by the owner of such operating system or systems application software.
 

 
 
 
 

" Taxes " means any foreign, federal, state, county or local income, estimated, alternative minimum, add-on minimum, sales, use, excise, franchise, real property, personal property, transfer, registration, value added, stamp, premium, profit, windfall profit, customs duties, gross receipts, capital stock, production, business and occupation, social security, disability, employment, unemployment, payroll, severance, license, gift recapture or withholding tax or charge imposed by any governmental entity, and any interest and penalties (civil or criminal) related thereto or to the nonpayment thereof.
 
" TCC Software " means ADM's proprietary Theatre Command Center software as licensed by ADM to Christie and installed in any Central Server at the time of delivery of such Central Server to Licensee, as updated by any update made available from time to time without charge for use on the Equipment.
 
" Third Party Software " means any software, other than Christie Software, Standard Software and TCC Software, installed to any of the Equipment at the time of delivery of such Equipment to Licensee, including database software, as updated by any update made available from time to time by the owner of such software.
 
" Traditional Motion Picture Content " means (i) all feature length (defined as over 40 minutes) motion pictures intended for initial exhibition in a commercial motion picture theater for paid admission; (ii) motion picture trailers; and (iii) on screen advertising.
 
2.             EQUIPMENT LICENSE .
 
Subject to the terms and conditions set forth herein, Licensor hereby grants to Licensee the limited right and license to use the Equipment described on each Equipment Schedule executed pursuant to this Agreement, at the Licensee's designated facility set forth in each such Equipment Schedule, for the License Term of such Equipment. Licensor and Licensee will execute a separate Equipment Schedule for each delivery of Equipment to Licensee pursuant to this Agreement, listing all of the Equipment included in such delivery. Each such Equipment Schedule shall constitute a separate and independent license and contractual obligation of Licensee and Licensor, governed by the terms and conditions set forth in this Agreement. Notwithstanding the foregoing, except for the limited license granted above, all right, title and interest to the Equipment shall be, and shall continue to be, the property of Licensor and/or its Affiliates, and, except for the limited license granted above, nothing in this Agreement shall be construed as transferring to Licensee any right, title or interest in the Equipment, or as conferring any other license or other right, by implication, estoppel or otherwise, under any patent, patent application, trade secret, trademark or copyright. Except as otherwise expressly provided for in this Agreement, Licensee is not granted any right to, and Licensee expressly agrees not to, distribute, market, sell, modify or adapt the Equipment or any part thereof. Licensee shall not remove from the Equipment, Licensor's name, trademark, logo and other identification, or any markings which identify Licensor and/or its Affiliates as the owners of the Equipment.
 
3.             SOFTWARE; CENTRAL SERVER FEE; LANDING FEE .
 
(a)           Subject to Licensee's payment to Licensor of the fees provided for in Section 3(b), Licensor, as an authorized licensee of ADM, hereby grants to Licensee the non-exclusive, non-
 

 
 
 
 


transferable right and license, to use the TCC Software in connection with Licensee's use of the Equipment. Licensee shall not modify the TCC Software, make any copies of the TCC Software (other than a reasonable number of copies for back up purposes), seek to reverse engineer or decompile any of the TCC Software or transfer the TCC Software or any copies thereof other than in connection with a transfer of a Central Server provided that the transfer of such Central Server is permitted under this Agreement.
 
(b)           For each Central Server licensed and delivered by Licensor to Licensee under this Agreement and installed at a Cineplex, a Central Server fee in the amount of $_____ per screen will be payable for each screen at such Cineplex for which a Digital Cinema Projection System licensed and delivered by Licensor to Licensee under this Agreement is installed. The Server Screen Fee shall be payable in arrears in quarterly installments (without interest) over a period of ten (10) years, and payments shall commence at the end of the first quarter following the date a Certificate of Acceptance is delivered with respect to a Digital Cinema Projection System installed for such screen.
 
(c)           Licensor, as an authorized licensee of ADM, hereby grants to Licensee the non-exclusive, non-transferable, royalty-free right and license, without right to sublicense, to use the Christie Software in connection with Licensee's use of the Equipment. Licensee shall not modify the Christie Software, make any copies of the Christie Software (other than a reasonable number of copies for back up purposes), seek to reverse engineer or decompile any of the Christie Software, or transfer the Christie Software or any copies thereof other than in connection with a transfer of Equipment provided that the transfer of such Equipment is permitted under this Agreement.
 
(d)           Licensor represents and warrants to Licensee that, upon the delivery of Equipment by Licensor to Licensee under this Agreement, Licensee will have the royalty-free right to use, in connection with the use of such Equipment and subject to the terms of the end user license agreements attached hereto as Exhibit H, the Standard Software and the Third Party Software installed on such Equipment at the time of delivery.
 
(e)           In the event that Access Integrated Technologies, Inc. (" AccessIT ") delivers to Licensee any Digital Title or Non-Traditional Content for Exhibition on the Equipment, Licensee will pay to AccessIT a landing fee, equivalent to the amount Licensee pays for the delivery of a film print from the local warehouse and back, for the delivery of each such item.
 
4.             TERM .
 
(a)           This Agreement shall commence on the date hereof (it being understood that obligations of Licensee relating to the use of Equipment will only be effective when the Equipment is installed) and, unless earlier terminated by Licensor in accordance with Section 28 , shall continue in effect until _____, ___ (the " Initial Term "); provided, however, that Licensee may renew this Agreement for successive one (1) year periods (each such successive one year period, a " Renewal Term ") for up to _____ (___) Renewal Terms by giving written notice to Licensor no later than ninety (90) days prior to the end of the Initial Term or any Renewal Term.
 

 
 
 
 

(b)           Upon the expiration of the Initial Term or a Renewal Term, as applicable, or the earlier termination of this Agreement, Licensor shall, unless Licensee exercises its purchase option under Section 47 , have the right, at its sole cost and expense, to retake possession of any or all of the Equipment, and for such purpose Licensor shall have the right to enter upon any premises where any or all of the Equipment is located, at times reasonably acceptable to Licensee, and remove same. Such removal must be performed under supervision of Licensee. Licensor shall repair all damage to the Cineplex caused by Licensor's removal of such Equipment. If Licensor fails to remove the Equipment within ninety (90) days of the expiration or earlier termination of this Agreement, such Equipment will be deemed abandoned by Licensor, and Licensee may dispose of the same in whatever manner Licensee may elect without liability to Licensor. Alternatively, in the event such Equipment is deemed abandoned as provided above, Licensee may, at its election by giving written notice to Licensor, succeed to ownership of the Equipment on as "as is, where is" basis, in which case Licensor will have no obligation to Licensee in respect of any expenses relating to removal or disposition. This Section 4(b) shall survive the expiration or earlier termination of this Agreement
 
5.             DEPLOYMENT .
 
(a)           Licensor shall license to Licensee, and deliver to Licensee for installation by Christie under the Service Contract, a minimum of _____ up to _____ Digital Cinema Projection Systems, with associated Central Servers. Delivery of Digital Systems shall be in accordance with a delivery schedule, specifying delivery dates for all relevant delivery locations, mutually agreed upon between Licensor and Licensee.
 
(b)           Digital Systems will be deployed to any given theater location for the minimum number of screens required to enable more than 50% of the screens at such theater location, and, Licensor will be permitted to deploy Digital Systems such that by _____ 100% of the screens will be enabled at any theater location where a Digital System has been deployed.
 
(c)           Except for Equipment (i) deployed under this Agreement, (ii) acquired by Licensee by virtue of acquisition of a Cineplex from a third party or (iii) installed pursuant to Licensee's existing agreements (or any replacement thereof) for any on-screen advertising with _____ provided that such Equipment shall be used only for on-screen advertising and not for the exhibition of motion picture, motion picture trailers and Non-Traditional Content, Licensee shall not install, or permit to be installed, any digital cinema equipment, including digital cinema projection equipment, screen servers or central servers, at any theater location where a Digital System has been deployed under this Agreement.
 
(d)           Licensor shall, for each Cineplex location to which Digital Systems are delivered under this Agreement, provide user documentation for the operation, operator level maintenance and trouble-shooting of Digital Systems.
 
6.             EOUIPMENT SPECIFICATIONS . Initially, Licensor will deploy Digital Systems which comply substantially with the DCI Specification except to the extent that technology necessary for compliance with the DCI Specification is not commercially available. When the technology necessary to make Digital Systems compliant with the DCI Specification becomes commercially available, Licensor, at no cost to Licensee, will (a) thereafter deploy
 

 
 
 

Digital Systems which are compliant with the DCI Specification and (b) within four (4) months after such availability upgrade Digital Systems previously deployed in order to bring such Digital Systems into compliance with the DCI Specification.
 
7.             DELIVERY AND INSTALLATION; SATELLITE DISH .
 
(a)           Following the execution by Licensor and Licensee of each Equipment Schedule, Licensor shall, at Licensor's expense, deliver the Equipment described in such Equipment Schedule to the Cineplex location designated in such Equipment Schedule. Licensor shall bear the risk of loss for the Equipment while it is in transit to Licensee sites at which the Equipment will be installed. Licensee shall, at its own expense, prepare such sites for installation of the Equipment in accordance with the site requirements set forth in Exhibit G attached hereto and/or such other site requirements as may be mutually agreed between Christie and Licensee. All Equipment will be installed by Christie pursuant to the Service Contract, and Licensee will permit Christie service engineers access to the installation sites, at times mutually agreed upon by Christie and Licensee, in order to install the Equipment. Upon completion of the installation of any Equipment and testing to ensure the operability of the Equipment, Licensee will deliver a Certificate of Acceptance for such Equipment to Licensor or to Christie for delivery to Licensor. Licensee hereby authorizes Licensor to complete each executed Equipment Schedule with the identification number set out in the Certificate of Acceptance delivered by Licensee for the Equipment covered by such Equipment Schedule. Licensor shall provide Licensee with copies of filly completed and executed copies of each Equipment Schedule and Certificate of Acceptance.
 
(b)           In the event Licensee currently has the right to grant to Licensor for the Initial Term or any Renewal Term of this Agreement the right to install and maintain satellite transmitting and receiving equipment (a " Satellite Dish ") on the roof of any Cineplex site designated in an Equipment Schedule, Licensee hereby grants to Licensor or its Affiliate, without charge or cost to Licensor, the right, during the Initial Term or any Renewal Term of this Agreement, to install and maintain, or to have installed and maintained, a Satellite Dish on the roof of such Cineplex site for the sole purpose of delivering content to Licensee. In the event Licensee does not currently have the right to install and maintain a Satellite Dish on the roof of any Cineplex site designated in an Equipment Schedule, Licensee shall, at the request of Licensor, use reasonable commercial efforts to procure for Licensor, as promptly as reasonably possible after request by Licensor, without cost to Licensor, the right, during the Initial Term or any Renewal Term of this Agreement, to install and maintain, or to have installed and maintained, a Satellite Dish on the roof of such Cineplex site. In addition, Licensee shall, at Licensor's sole cost and expense, obtain any permits necessary for the installation or maintenance of any such Satellite Dish. The cost of installation and maintenance of any Satellite Dish will be the sole responsibility of Licensor or its Affiliates. All right, title and interest in and to any Satellite Dish installed hereunder will be the sole property of Licensor or its Affiliates. Satellite Dishes are not included in the Equipment licensed by Licensor to Licensee under this Agreement, and Licensee shall not redirect, alter, move or otherwise in any way interfere with the operation of any Satellite Dish without the prior written consent of Licensor, which consent shall not be withheld unreasonably. If Licensee is unable to procure the right to install a Satellite Dish on the roof of a Cineplex site, then Licensee shall grant Licensor or its Affiliate access and the right to deliver to Licensee content by hard drive, by other physical means or by use of fiber optic cables. This Section 7(b) shall survive the expiration or any termination of this Agreement.
 

 
 
 

8.             LOCATION . Without the prior written consent of Licensor, which consent shall not be unreasonably withheld, Licensee shall not move any Equipment (except in cases of emergency to protect the Equipment) from the site and cinema auditorium location designated in the Equipment Schedule for such Equipment. The moving of any Equipment other than in accordance with this Section 8 shall constitute a material breach of this Agreement and the applicable Equipment Schedule.
 
9.             SCOPE OF LICENSE . Licensee shall be permitted to use Equipment for the following purposes, and for no other purpose:
 
(a)           exhibition of Traditional Motion Picture Content distributed by Participating Distributors;
 
(b)           exhibition of pre-feature on-screen advertising;
 
(c)           exhibition of Traditional Motion Picture Content distributed by Non-Participating Distributors provided that Licensor has notified Licensee that the Non-Participating Distributor has paid to Licensor or made arrangements with Licensor for payment to Licensor of all applicable Non-Participant Virtual Print Fees in connection with such exhibition; and
 
(d)           subject to the requirements of Section 11 , exhibition of Non-Traditional Content.
 
10.             NON-PARTICIPATING DISTRIBUTORS . Licensee shall not use Equipment to exhibit Traditional Motion Picture Content distributed by Non-Participating Distributors unless in each instance Licensor has notified Licensee that the Non-Participating Distributor has paid to Licensor or made arrangements with Licensor for payment to Licensor of all applicable Non-Participant Virtual Print Fees in connection with such exhibition.
 
11.             NON-TRADITIONAL CONTENT .
 
(a)           Licensee hereby designates Access Integrated Technologies, Inc. (" AccessIT ") as its preferred content delivery service for Non-Traditional Content and Licensee agrees to use its commercially reasonable best efforts to play content available from customers using AccessIT's content delivery service. Licensee agrees that it will not enter into any other agreement with a third party that would prohibit AccessIT from showing on the Equipment Non-Traditional Content that Licensee, in its sole discretion, may choose to book or prohibit AccessIT from delivering digital content to Licensee's theatres. In the event Licensee chooses to exhibit Non-Traditional Content from customers not using AccessIT's content delivery service, Licensee shall first use its commercially reasonable best efforts to assist AccessIT in becoming the delivery service for such content. If, despite Licensee's commercially reasonable best efforts, the Non-Traditional Content is delivered by a delivery service other than AccessIT on that delivery service's delivery software and equipment, Licensee shall impose a Virtual Print Fee of not less than $_____ for each show of a Digital Title upon the provider of the content payable to Licensor for use of the Digital System.
 
(b)           If AccessIT is the content delivery service for the Non-Traditional Content, Licensee shall pay Licensor:
 

 
 
 

$_____ per show for the first show, and
 
$_____ per show for each additional show of same content up to a maximum of $_____ total.
 
12.             REPORTING AND EQUIPMENT LOGS .
 
(a)           In order to facilitate accurate billing of virtual print fees payable to Licensor with respect to the exhibition of Digital Titles on the Equipment, Licensor and its representatives shall be entitled to access, review and obtain copies, in such manner as Licensor may determine from time to time, of all Log Files, as defined below. Licensee shall also be entitled to access to the Log Files. Licensor and Licensee agree not to interfere with the use of the Equipment for showing Digital Titles or the availability of access to the Log Files. Log Files are electronic files created by the Equipment, including but not limited to files containing information and records on the actual usage history of each component of the Equipment and the specific title and time of play for each usage.
 
(b)           Licensor agrees to use the Log Files solely to monitor, assist and verify the billing of virtual print fees and measuring Equipment performance. Licensor shall not be permitted to access any financial records of Licensee.
 
13.             EXHIBITION COMMITMENT . Provided that more than fifty percent (50%) of the screens in any Cineplex are equipped with Digital Cinema Projection Systems licensed under this Agreement, then, if a motion picture which Licensee desires to license is available from a Participating Distributor (or, subject to the requirements of Section 10 , a Non-Participating Distributor) in both a Digital Title version and a film print version, Licensee is hereby required to license and exhibit on a Digital System the Digital Title version rather than the film print version provided that there is a screen equipped with a Digital Cinema Projection System that is open to be booked with a movie commencing on the opening date of that movie. Subject to the foregoing requirement, Licensee shall have full and complete discretion over the choice of content at all of its screens.
 
14.             PROMOTION OF DLP CINEMA TM . To the extent that Licensee is not required to incur any additional advertising or other costs beyond its ordinary marketing and advertising costs for its own business, Licensee shall use its commercially reasonable best efforts to:
 
(a)           promote DLP Cinema TM technology for the exhibition of Digital Titles in accordance with the DLP Cinema TM Promotional Guidelines.
 
(b)           include the DLP Cinema TM logo in all advertisements in all media, including, but not limited to, print, newspaper and internet, issued by or under the control of Licensee with respect to Digital Titles to be exhibited by means of the Equipment, and insure that all such advertising is in accordance with the DLP Cinema TM Promotional Guidelines.
 
(c)           display the "DLP Cinema TM " trailer on screen immediately preceding the distributor's logo credit and at the beginning of each exhibition of Non-Traditional Content.
 

 
 
 

Licensor shall obtain any approval(s) necessary for performing the acts set forth in items (a) through (c) above, including, but not limited to, any necessary approval of each Participating Distributor, Non-Participating Distributor or provider of Non-Traditional Content, as applicable; and secure all necessary royalty-free trademark licenses from Texas Instruments Incorporated with regard to items (a) and (b) above.
 
15.             MAINTENANCE AND TRAINING . Concurrently with the execution of this Agreement, Licensee shall enter into the Service Contract with Christie. During the Initial Term of this Agreement, Licensee shall maintain in effect the Service Contract with Christie or a comparable service contract with another service provider acceptable to Licensor. The Service Contract provides for training of Licensee personnel, and Licensee will in any event maintain an adequate theater staff properly trained in the use of Digital Systems. Licensee will not do anything which would render Digital Systems non-compliant with, or prevent Digital Systems from being non-compliant with, the DCI Specification during the term of this Agreement. Any replacement parts substituted for any parts or components of Equipment shall become the property of Licensor covered by the relevant Equipment Schedule for such Equipment.
 
16.             ADDITIONS AND ALTERATIONS .
 
(a)           With the consent of Licensee, Licensor may from time to time at Licensor's expense and by Licensor's designated representatives or contractors, make alterations to, or add components, accessories, enhancements, features or functionalities to, Equipment, and all of the foregoing shall, at the time of such alteration or addition, become the property of Licensor covered by the relevant Equipment Schedule for such Equipment.
 
(b)           Except in accordance with paragraph (a) above or with the prior written consent of Licensor, Licensee shall not make, or permit to be made, alterations to, or additions of components, accessories, enhancements, features or functionalities to, Equipment, provided that nothing contained in this Section 16 shall prevent or be construed to prevent Christie from replacing parts and components in connection with the maintenance services to be provided by Christie under the Service Contract.
 
(c)           With the prior written consent of Licensor, Licensee shall be permitted to add components, accessories, enhancements, features or functionalities to the Equipment and any such alterations or additions shall remain the property of Licensee. Notwithstanding the foregoing, Licensee shall not make any alterations or changes to or in relation to Equipment which would impair or prevent the use of the Equipment for showing Digital Titles.
 
17.             TAXES . The costs and fees set forth herein and in all Schedules and Exhibits attached hereto and made a part hereof do not include any applicable federal, state or local taxes, and any such taxes or governmental charges upon the Equipment and any Software covered hereby, including sales or use taxes or any other tax however designated arising from the subject matter of this Agreement, shall be paid by Licensor.
 
18.             DAMAGE AND LOSS .
 
(a)           After Installation Licensee shall bear all risk of damage to or loss or destruction of the Equipment by reason of any cause whatsoever, including without limitation fire, flood,
 

 
 
 

earthquake, natural disaster, casualty, accident or theft. Licensee shall advise Licensor of any such damage, loss or destruction in writing within five (5) days after any such damage, loss or destruction occurs.
 
(b)           In the event of any damage, loss or destruction which materially impairs the performance of any Equipment or renders the Equipment inoperable and which is capable of repair on a cost effective basis, then Licensee will, at its expense, have Christie repair the Equipment under the Service Contract.
 
(c)           In the event of any damage, loss or destruction which materially impairs the performance of any Equipment or renders the Equipment inoperable and which is not capable of repair on a cost effective basis, or in the event of any complete loss or destruction of any Equipment, then Licensor, in its sole discretion, may, at Licensee's expense, replace the Equipment with comparable or better Equipment and Licensee shall do all things and execute all documents as may be necessary in the judgment of Licensor to cause title to the replacement Equipment to vest in Licensor and to subject the replacement Equipment to all of the terms and conditions of this Agreement.
 
(d)           In the event Licensee fails to promptly perform its obligations under paragraph (b) or (c), then Licensor may, but is not obligated to, cause the Equipment to be repaired or replaced and invoice Licensee for all costs of such repair or replacement, which invoice shall be due and payable within ten (10) days of the date of invoice.
 
In no event will any damage to or loss or destruction of any Equipment entitle Licensee to any refund of or credit for any amounts paid or remitted by Licensee to Licensor under this Agreement, or excuse Licensee from payment of any amounts otherwise payable by Licensee to Licensor under this Agreement.
 
19.             INSURANCE . Licensee, at its expense, will maintain throughout the term of this Agreement a policy of insurance issued by a reputable insurer reasonably acceptable to licensor, insuring the Equipment against "all risks," including extended coverage insurance, for a coverage amount at least equal to the full replacement cost (at market value) of the Equipment. Licensor shall be named as an additional loss payee under such policy, and such policy shall provide that it may not be canceled except upon at least thirty (30) days prior written notice to Licensor (or at least ten (10) days prior written notice for failure to pay a premium). Upon Licensor's request, Licensee shall furnish to Licensor insurance certificates or other satisfactory evidence of such insurance. If Licensee fails to maintain insurance as required hereunder, Licensor may, but shall not be obligated to, purchase such insurance and invoice Licensee for all costs with respect thereto, which invoice shall be due and payable within (10) days of the date of invoice.
 
20.             AUDIT, INSPECTION AND ACCESS RIGHTS .
 
(a)           Licensor shall have the right, through its designated representatives (including Christie), at Licensor's expense, upon reasonable prior notice and during regular business hours, to (a) examine Licensee's usage records relating solely to the Equipment and (b) inspect the Equipment for purposes of verifying (i) Licensee's compliance with all of its obligations under
 

 
 
 

this Agreement; (ii) the condition of the Equipment; and (iii) compliance of the Equipment with the DCI Specification.
 
(b)           Licensee shall maintain all books and records subject to audit hereunder for a period of not less than three (3) years after the expiration or any termination of this Agreement, and during such three (3) year period, Licensor shall retain all audit and inspection rights set forth in this Section 20 . Licensee shall provide all necessary access to the Equipment and the relevant site location for purposes of such inspection and verification.
 
(c)           Licensee will permit representatives of Distributors reasonable access, upon reasonable prior notice and at times convenient to Licensee, to Cineplex locations where the Equipment is located to (i) verify the operating condition of the Equipment and, after the DCI Specification has been finalized and issued, to verify that the Equipment is compliant with the DCI Specification or to verify the upgrading of Equipment to meet the DCI Specification as contemplated by this Agreement, and (ii) at no cost to Licensee install such distribution equipment as may be necessary for Distributors to deliver content files to such premises.
 
21.             NEGATIVE PLEDGE . During the term of this Agreement, Licensee shall not sell, convey, assign, transfer or otherwise dispose of any Equipment or any interest therein, and shall keep such Equipment and its rights and interests under this Agreement free and clear of all liens, security interests, encumbrances, charges or adverse claims. Licensee shall promptly notify Licensor of any liens, security interests, encumbrances, charges or adverse claims which any third party files or seeks to enforce against the Equipment or any of Licensee's rights and interest under this Agreement.
 
22.             PERSONAL PROPERTY . It is the intention of Licensor and Licensee that the Equipment at all times shall be and remain personal property, and shall not be or become a fixture upon or affixed to any real property. The Equipment shall not be affixed to realty so as to change the character of the equipment from personal property to fixtures.
 
23.             ASSIGNMENT AND SUBLEASE .
 
(a)           Licensee shall not assign this Agreement or any Equipment Schedule, or lease or sublicense the use of any of the Equipment, without the prior written consent of Licensor in each instance, which consent shall not be unreasonably withheld by Licensor; provided, however, Licensee may assign this Agreement or any Equipment Schedule without Licensor's prior written consent (i) to any direct or indirect subsidiary of Licensee, (ii) to any person or entity resulting from a reorganization of Licensee, (iii) to any person or entity with which Licensee is merged or consolidated, (iv) to any person or entity that acquires all or substantially all of Licensee's assets or equity securities of whatever type, (v) to Licensee's existing lenders or any other lenders(s) pursuant to loan documents evidencing debt obligations of Licensee (provided such lender(s) shall have all rights of cure available to Licensee hereunder) or (vi) to any person or entity that controls, is controlled by or is under common control with Licensee.
 
(b)           Licensor shall have the right to freely assign this Agreement and any or all of the Equipment Schedules. In order to facilitate the financing of the Equipment, Licensor may enter into agreements with one or more parties pursuant to which, inter alia, Licensor may assign its
 

 
 
 

right, title and interest in this Agreement to such parties (referred to herein individually as a " Financing Party " and collectively, as " Financing Parties "). Licensee irrevocably consents to the transfer and assignment of Licensor's right, title and interest in this Agreement to any and all Financing Parties and hereby acknowledges and agrees for the benefit of each such Financing Party that upon receipt by Licensor of written notice from a Financing Party that an event of default has occurred and is continuing under any financing arrangements between such Financing Party and Licensor with respect to the Equipment (such documents referred to herein as the " Financing Documents "), and a statement to the effect that such Financing Party has elected to exercise its remedies pursuant to the Financing Documents and this Agreement as a consequence of such default, the Financing Party shall have the rights of Licensor hereunder, and Licensee shall deal exclusively and directly with the Financing Party or its designee(s) or assignee(s), as the case may be, and not Licensor.
 
24.             WARRANTY DISCLAIMER .  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR MAKES NO WARRANTIES TO LICENSEE, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH IMPLIED WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
 
25.             THIRD PARTY WARRANTIES . At the request of Licensee, Licensor shall, at Licensee's option, (a) enforce for the benefit of Licensee any rights or remedies which Licensor may have against any manufacturer or licensor in respect of any of the Equipment or Software, including, but not limited to, rights or remedies, if any, under any product warranty or any indemnification against infringement, or (b) make a fill or partial assignment to Licensee of any such rights or remedies.
 
26.             NON-PETITION COVENANT . During the period from the commencement of this Agreement and ending on the date on which either party hereto ceases to have any continuing obligations to the other under this agreement, neither party shall commence or join in any involuntary bankruptcy proceeding against the other party under any federal or state bankruptcy law, or commence or join in any proceeding for the appointment of a receiver or trustee for any or all of the assets of the other party or for the liquidation or dissolution of such other party.
 
27.             EVENTS OF DEFAULT . The occurrence of any of the following events shall constitute an " Event of Default " under this Agreement:
 
(a)           failure by Licensee to make or remit any payments required to be made or remitted by Licensee hereunder or under any Equipment Schedule as and when the same become due and payable and such failure continues uncured for a period of ten (10) days after written notice to Licensee;
 
(b)           the material breach by Licensee or any of its officers, employees or authorized agents of any of its obligations hereunder or under any Equipment Schedule (other than obligations referred to in paragraph (a) above), which breach continues uncured for a period of thirty (30) days after written notice to Licensee provided, however, that to the extent such breach
 

 
 
 

is susceptible of cure and Licensee has commenced a cure within such period, such period shall continue for as long as Licensee diligently pursues a cure;
 
(c)           the termination by Licensee of the business of operating as an exhibitor of commercial films;
 
(d)           the making of an assignment by Licensee for the benefit of its creditors or the admission by Licensee in writing of its inability to pay its debts as they become due, or the filing by or against Licensee of any petition under any bankruptcy or insolvency laws, which petition is not dismissed within ninety (90) days, or the appointment of a receiver, liquidator or trustee for any or all of the assets of Licensee, which appointment is not vacated within ninety (90) days;
 
(e)           the material breach by Licensor or any of its officers, employees or authorized agents of any of its obligations hereunder or under any Equipment Schedule which breach continues uncured for a period of thirty (30) days after written notice to Licensor provided, however, that to the extent such breach is susceptible of cure and Licensor has commenced a cure within such period, such period shall continue for as long as Licensor diligently pursues a cure;
 
(f)           the substantial failure of a material quantity of the Equipment installed under this Agreement to properly perform the functions for which said Equipment was designed and installed during any consecutive six (6) month period, which failure continues uncured for a period of thirty (30) days after written notice to Licensor provided, however, that to the extent such failure is susceptible of cure and Licensor has commenced a cure within such period, such period shall continue for as long as Licensor diligently pursues a cure; or
 
(g)           the making of an assignment by Licensor for the benefit of its creditors or the admission by Licensor in writing of its inability to pay its debts as they become due, or the filing by or against Licensor of any petition under any bankruptcy or insolvency laws, which petition is not dismissed within ninety (90) days, or the appointment of a receiver, liquidator or trustee for any or all of the assets of Licensor, which appointment is not vacated within ninety (90) days.
 
28.             REMEDIES . Upon the occurrence and during the continuance of any Event of Default, beyond applicable cure periods, the non-defaulting party shall have, in addition to any other rights and remedies available at law or in equity all of the following rights and remedies:
 
(a)           the right to terminate this Agreement and any or all of the Equipment Schedules;
 
(b)           Upon the occurrence and during the continuance of any Event of Default by Licensee beyond applicable cure periods, Licensor shall have the right to retake possession of any or all of the Equipment, and for such purpose Licensor shall have the right to enter upon any premises where any or all of the Equipment is located and remove same;
 
(c)           In the event of Default by Licensee, Licensor shall have the right to recover any and all damages, including loss of virtual print fees, cost and expenses, including reasonable attorneys' fees and costs, resulting from such Event of Default or the enforcement of Licensor's remedies hereunder; and
 

 
 
 

(d)           In the event of Default by Licensor, Licensee shall have the right to recover any and all damages, cost and expenses, including reasonable attorneys' fees and costs, resulting from such Event of Default or the enforcement of Licensee's remedies hereunder.
 
All rights and remedies are cumulative, and the exercise of any one right or remedy shall not preclude the exercise of any other right or remedy.
 
29.             LIMITATION ON DAMAGES . IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF SAID PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 
30.             INDEMNIFICATION .
 
Licensee shall indemnify and hold Licensor, its successors and assigns, and their members, managers, partners, affiliates, officers, directors, employees, agents, advisors and attorneys harmless from and against any and all claims, costs, expenses, damages and liabilities, including attorneys' fees and costs, arising out of the use, operation or possession of the Equipment or otherwise related to this Agreement or any Equipment Schedule. The indemnification rights hereunder shall survive the expiration or any termination of this Agreement.
 
Licensor shall indemnify and hold Licensee, its successors and assigns, and their members, managers, partners, affiliates, officers, directors, employees, agents, advisors and attorneys harmless from and against any and all claims, costs, expenses, damages and liabilities, including attorneys' fees and costs, arising out of the use, operation or possession of the Equipment or otherwise related to this Agreement or any Equipment Schedule. The indemnification rights hereunder shall survive the expiration or any termination of this Agreement.
 
31.             REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSEE . Licensee hereby represents, warrants and covenants to Licensor that (a) the execution, delivery and performance of this Agreement by Licensee have been, and each Equipment Schedule hereafter executed by Licensee will be, duly authorized by all necessary corporate action on the part of Licensee; (b) the individual(s) executing this Agreement on behalf of Licensee have the requisite authority to do so, and the individual(s) executing any Equipment Schedule will have the requisite authority to do so; (c) this Agreement does, and each Equipment Schedule will, constitute the legal, valid and binding agreement of Licensee enforceable in accordance with their respective terms; (d) Licensee is in good standing in the jurisdiction of its incorporation or organization and in any jurisdiction in which any Equipment is located; (e) Licensee shall comply with any and all applicable laws and regulations relating to the use of the Equipment and Licensee's performance under this Agreement and each Equipment Schedule; (h) there are no actions, suits or proceedings pending, or to the knowledge of Licensee, threatened, before any court or administrative agency, arbitrator or governmental body that would materially adversely affect its ability to make payments or perform its obligations under this Agreement or any Equipment Schedule; (i) Licensee is not party to, and during the term of this Agreement will not enter into, any exclusive arrangement other than with Licensor for the showing or delivery of
 

 
 
 

Traditional Motion Picture Content or other alternative digital content other than for advertisements, or pursuant to Licensee's existing agreements with _____ or replacements and/or extensions thereof.
 
32.             REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR . Licensor hereby represents, warrants and covenants to Licensee that (a) the execution, delivery and performance of this Agreement have been, and each Equipment Schedule hereafter executed by Licensor will be, duly authorized by all necessary corporate action on the part of Licensor; (b) the individual(s) executing this Agreement on behalf of Licensee have the requisite authority to do so, and the individual(s) executing any Equipment Schedule will have the requisite authority to do so; (c) this Agreement does, and each Equipment Schedule will, constitute the legal, valid and binding agreement of Licensor enforceable in accordance with its terms; (d) Licensor is in good standing in the jurisdiction of its organization and in each jurisdiction where the ownership or operation of its property and assets or the conduct of its business requires such qualification; (e) Licensor shall comply with any and all applicable laws and regulations relating to Licensor's performance under this Agreement and each Equipment Schedule; (f) there are no actions, suits or proceedings pending, or to the knowledge of Licensor, threatened, before any court or administrative agency, arbitrator or governmental body which would materially adversely affect its ability to perform under this Agreement; (g) to Licensor's knowledge, no part or component of the Equipment or Licensee's use thereof, including without limitation, the Software, infringes or violates any patent, copyright, trade secret, mask work right, trademark license or other intellectual property right of any third party; (h) Licensor has the right to grant the rights and licenses granted to Licensee under this Agreement, (i) the Distributor Agreements executed as of the date hereof are valid, binding and of fill force and effect and none of the parties thereto are in default thereunder and (j) Licensee's right and license hereunder to use the Equipment in accordance with the terms hereof includes the royalty-free right to use the DLP Cinema TM technology incorporated in the Equipment.
 
33.             ENTIRE AGREEMENT . Licensor and Licensee acknowledge that there are no agreements or understandings, written or oral, between Licensor and licensee with respect to the Equipment, other than as set forth herein and in each Equipment Schedule, that this Agreement and the Equipment Schedules contain the entire agreement between Licensor and Licensee with respect to the subject matter hereof and thereof, and that no covenant, condition, or other term or provision may be waived or modified orally.
 
34.             APPLICABLE LAW . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to its conflicts of laws principles.
 
35.             SEVERABILITY AND VALIDITY . If any provision of this Agreement or any Equipment Schedule is prohibited by, or is unlawful or unenforceable under, any applicable law of any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition, without invalidating the remaining provisions thereof; provided , however , that any such prohibition in any jurisdiction shall not invalidate such provision in any other applicable jurisdiction.
 

 
 
 

36.             NOTICES . All notices hereunder shall be in writing, shall be effective upon actual receipt shall be hand delivered, sent by overnight courier (such as FedEx), or sent by registered or certified mail or delivered personally in accordance with the following, or to such other address as either party may specify to the other in writing:
 

LICENSOR :
Cinedigm Digital Funding I, LLC
c/o Access Integrated Technologies, Inc.
55 Madison Avenue, Suite 300
Morristown, New Jersey 07960
Attention: Gary S. Loffredo, Esq., Senior VP and General Counsel
   
With a copy to:
Kelley Drye & Warren LLP
101 Park Avenue
New York, New York 10178
Attention: Jonathan Cooperman, Esq.

LICENSEE :
 
   
   
   
   
With a copy to:
 
   
   
   
   

 
37.             MODIFICATION AND WAIVER . No modification or waiver of any provision of this agreement or any equipment schedule shall be effective unless the same is in writing and signed by both parties, and then such modification, waiver or consent shall be effective only in the specific instance and for the specific purpose given. Licensor and Licensee may, from time to time, mutually agree on additional terms and conditions with respect to an Equipment Schedule which may be set forth thereon or attached thereto as an " Addendum " which shall be applicable to and constitute a part thereof.
 
38.             CONFIDENTIALITY . Licensee acknowledges that the Equipment and Software contain proprietary information and their configuration and operation constitute trade secrets of Licensor or the respective owners thereof. In addition to the foregoing, each party acknowledges that its officers, employees, agents or representatives during the term of this Agreement will have access to and come into contact with, confidential proprietary information of the other party, including, but not limited to, information concerning the Equipment and/or the Software and/or other trade secrets of Licensor (" Confidential Information "). Licensor and Licensee agree not to disclose to any third party any Confidential Information that it learns during the term of this Agreement without the prior written consent of the other party. This obligation shall survive the cancellation or other termination of this Agreement. The parties hereby agree to use their best efforts to maintain the confidentiality of the Confidential Information and to treat such Confidential Information with the same degree of care and security as they treat their own most
 

 
 
 

confidential information. Notwithstanding the foregoing, the parties' obligations with respect to the Confidential Information shall not extend to information that: (a) is in the public domain at the time of its disclosure; (b) becomes part of the public domain through a source other than Licensee; or (c) is required to be disclosed pursuant to a court order or governmental authority, whereupon Licensee shall provide Licensor with notice prior to such disclosure unless otherwise forbidden by law. The parties shall be required to advise each of their employees, agents and representatives who have access to Confidential Information that they are required to keep Confidential Information in the strictest confidence, but in all cases, Licensor and Licensee shall retain responsibility for any breach by an employee, agent and/or a representative of the confidentiality obligations set forth in this Section 38 . It is understood that in case of a breach of this Section 38 , damages may not be an adequate remedy and the Licensor may be entitled to injunctive relief to restrain any breach, whether threatened or actual, of this Section 38 .
 
39.             PRECEDENCE . In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any properly executed Equipment Schedule, the terms and conditions of such Equipment Schedule shall prevail.
 
40.             NO WAIVER . The failure by either party to exercise any right or remedy provided for in this Agreement will not be deemed to be a waver of any right or remedy hereunder.
 
41.             SECTION HEADINGS . The section headings are for the convenience of the parties and in no way alter, modify, amend, limit, or restrict the contractual obligations of the parties.
 
42.             COUNTERPARTS; EXECUTION BY FACSIMILE . This Agreement and each Equipment Schedule may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document. This Agreement and each Equipment Schedule may be executed and delivered by facsimile transmission.
 
43.             NO JOINT VENTURE OR PARTNERSHIP . The parties are entering into this Agreement as Licensor and Licensee, and nothing herein shall be deemed to create or constitute a joint venture or partnership between the parties or a principal-agent relationship. Neither party has the authority to bind or contract on behalf of the other party.
 
44.             ANNOUNCEMENTS . No public announcement, circular, advertisement or other publicity in connection with this Agreement shall be made or issued by or on behalf of either party to this Agreement, except as may be required by law, judicial order or applicable regulation, except by mutual agreement of the parties as evidenced by the prior written consent of the other party. Both parties shall mutually agree upon the content of any public statement announcing the existence of this Agreement.
 
45.             THEATER CLOSURES . If at any time during the term of this Agreement, Licensee discontinues operations at any theater with respect to which it has executed an Equipment Schedule and a Certificate of Acceptance; this Agreement and the Equipment Schedule for such theater shall terminate as of the end of the last day of business operations at such theater. Licensor shall have the option to (a) utilize the Equipment located at such theater in
 

 
 
 

any other theater operated by Licensee or its Affiliates which does not have Equipment or (ii) have such Equipment picked up by Licensor or its designated representatives. If Licensor elects to use the Equipment in accordance with (i) above, Licensee and Licensor shall execute a new Equipment Schedule and Certificate of Acceptance for the theater in which the Equipment is installed in accordance with the terms of this Agreement.
 
46.             THEATER SALES AND ACQUISITIONS . If during the term of this Agreement, Licensee or its Affiliates sell, transfer, convey or assign to a third party their respective interest in any theater with respect to which Licensee has executed an Equipment Schedule and Certificate of Acceptance, Licensee or its Affiliates may, with the prior consent of Licensor, which will not unreasonably be withheld, transfer the Equipment in such transaction so long as such acquirer or transferee executes and delivers to Licensor an Master License Agreement in the same form as this Agreement and an Equipment Schedule in the form attached as Exhibit A . Upon such transfer, Licensee shall have no further obligation under this Agreement or the Equipment Schedule for such theatre, If during the term of this Agreement, Licensee or its Affiliates shall acquire a Cineplex, Licensee shall have the right to designate such Cineplex(s) for inclusion hereunder and Licensee shall be entitled to either relocate existing Equipment to such Cineplex, or if the initial _____ screens have not been enabled with Digital Systems then Licensee may notify Licensor that said Cineplex(s) be Digitally enabled thereafter.
 
47.             LICENSEE'S OPTION TO PURCHASE; EOUIPMENT RETURN .
 
(a)           At any time following the expiration of the Initial Term, Licensee shall have the option to purchase all or any portion of the Equipment. The purchase option for any Equipment may be exercised by Licensee by providing Licensor with at least 60 days written notice (the " Purchase Notice ") specifying the Equipment Licensee is electing to purchase. The purchase price (the " Purchase Price ") for such Equipment shall be equal to the fair market value of the Equipment to be purchased as of the date the Purchase Notice is given to Licensor. The fair market value of the Equipment shall be determined by an independent third party appraiser selected by Licensee and approved by Licensor, which approval may not be unreasonably withheld.
 
(b)           Upon the exercise of the purchase option in Section 47(a) above which is not rescinded, title to such Equipment shall pass from Licensor to Licensee upon the payment of the Purchase Price on an "AS IS, WHERE IS" basis, without warranty of any kind, express or implied, other than Licensor's warranty of good title and warranty that such equipment is transferred free of all liens, security interests, claims or encumbrances of any kind or nature. Licensor shall comply with the DCI Specification requirements regarding the Digital Systems that are contained in the Distributor Agreements, as may be amended from time to time throughout the term of the Distributor Agreements. Licensor shall deliver to Licensee a duly executed and appropriate bill of sale in form and substance reasonably acceptable to Licensee, evidencing transfer of title of the Equipment purchased. Upon payment of the Purchase Price, this Agreement shall terminate with respect to such Equipment and the Equipment Schedule(s) relating to the Equipment so purchased shall be appropriately amended or terminated, as applicable.
 

 
 
 

(c)           In the event the Licensee does not exercise its purchase option, the removal of the Equipment shall be subject to the terms and conditions of this Agreement.
 
48.             MFN . In the event that during the Roll-Out Period Licensor offers to deploy Digital System to a third party on terms and conditions which are comparable to the terms and conditions of this Agreement but on financial terms which in the aggregate are more favorable than the financial terms of this Agreement, then Licensor shall promptly offer the more favorable financial terms to Licensee.
 
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have executed this Agreement as of the date and year first above written.
 
LICENSOR
 
LICENSEE
     
     
     
By:
   
By:
 
Name:
   
Name:
 
Title:
   
Title:
 

 

 
 
 

LIST OF EXHIBITS
 
 
EXHIBIT A
-
Form of Equipment Schedule/Certificate of Acceptance
 
EXHIBIT B
-
DLP Cinema TM Promotional Guidelines
 
EXHIBIT C
-
Operating Standards
 
EXHIBIT D
-
Participating Distributors
 
EXHIBIT E
-
Form of Service Contract
 
EXHIBIT F
-
Intentionally Omitted
 
EXHIBIT G
-
Site Requirements
 
EXHIBIT H
-
End User License Agreements
 
EXHIBIT I
-
Form of Monthly Report

 

 
 
 

EXHIBIT A
 
EQUIPMENT SCHEDULE NO. ___
DATED AS OF _____
TO MASTER LICENSE AGREEMENT DATED AS OF _____
 
1.             EQUIPMENT .
 
Qty
Item Description
Serial Number
Auditorium
Location Identifier
       
 
2.             LOCATION, SCREENS AND REQUESTED DATE FOR INSTALLATION .
 
Theater Name:
 
Theater Address:
 
Number of Screens:
 
Requested date of installation:
 
3.             SPECIAL TERMS (IF ANY) .
 
Licensor and Licensee _____ have _____ have not agreed on any special terms for the license by Licensor to Licensee of the Equipment specified in this Equipment Schedule. In the event Licensor and Licensee have agreed on any such special terms, such special terms are as set forth on a separate schedule attached hereto and made a part hereof.
 
This Equipment Schedule is executed pursuant to the Master License Agreement dated as of the date indicated above between Licensor and Licensee (the " Agreement "). All of the terms and conditions of the Agreement are incorporated herein by this reference and made a part hereof as if such terms and conditions were set forth in full in this Equipment Schedule. By executing this Equipment Schedule, Licensor and Licensee hereby reaffirm all of the terms and conditions of the Agreement except as expressly modified hereby.
 
LICENSOR
 
LICENSEE
     
     
     
By:
   
By:
 
Name:
   
Name:
 
Title:
   
Title:
 

 

 
 
 

EXHIBIT 1 TO EXHIBIT A
 
CERTIFICATE OF ACCEPTANCE
 
THIS CERTIFICATE OF ACCEPTANCE is executed as of _____, 20___ with respect to the Equipment itemized in Equipment Schedule No. ___ dated as of _____, 20___ (the " Equipment Schedule ") executed pursuant to that certain Master License Agreement dated as of _____, 20___ (the " Agreement ") between Cinedigm Digital Funding I, LLC (" Licensor ") and the undersigned (" Licensee ").
 
1.            Certification .
 
Licensee hereby certifies that the items of Equipment described in the Equipment Schedule have been installed at the location specified in the Equipment Schedule, have been inspected by Licensee, have been found by Licensee to be in good working condition and have been accepted by Licensee as Equipment whose use is licensed by Licensor under the Agreement and the Equipment Schedule.
 
2.            Commencement Date .
 
The commencement date of the license term under the Agreement and the Equipment Schedule for the Equipment accepted hereunder is _____ (the " Commencement Date ").
 
3.            Representations of Licensee .
 
Licensee hereby represents and warrants to Licensor that on the Commencement Date:
 
(a)           The representations and warranties of Licensee set forth in the Agreement are true and correct in all material respects as though made on and as of the Commencement Date; and
 
(b)           Licensee is in compliance with all of its obligations under the Agreement, and no Event of Default (or event which with notice or the passage of time or both would become an Event of Default) has occurred and is continuing.
 
IN WITNESS WHEREOF, Licensee has executed this Certificate of Acceptance as of the date first above written.
 
   
"LICENSEE"
     
     
     
   
By:
 
   
Name:
 
   
Title:
 


 
 
 

EXHIBIT B
TO MASTER LICENSE AGREEMENT DATED AS OF _____
 
DLP CINEMA TM PROMOTIONAL GUIDELINES
 

 
 
 

EXHIBIT C
TO MASTER LICENSE AGREEMENT DATED AS OF _____
 
OPERATING STANDARDS
 

 
 
 

EXHIBIT D
TO MASTER LICENSE AGREEMENT DATED AS OF _____
 
PARTICPATING DISTRIBUTORS
 
The Participating Distributors as of _____, ___ are as set forth below. In the event of any additions to the Participating Distributors after such date, Licensor shall promptly so notify Licensee in writing and this Exhibit D shall be deemed updated to include any Participating Distributor specified in any such notice.
 

 
 
 

EXHIBIT E
TO MASTER LICENSE AGREEMENT DATED AS OF _____
 
FORM OF SERVICE CONTRACT
 

 
 
 

EXHIBIT F
TO MASTER LICENSE AGREEMENT DATED AS OF _____
 
INTENTIONALLY OMITTED
 

 
 
 

EXHIBIT G
TO MASTER LICENSE AGREEMENT DATED AS OF _____
 
SITE REQUIREMENTS
 

 
 
 

EXHIBIT H
TO MASTER LICENSE AGREEMENT DATED AS OF _____
 
END USER LICENSE AGREEMENTS
 

 
 
 

EXHIBIT I
TO MASTER LICENSE AGREEMENT DATED AS OF _____
 
FORM OF MONTHLY REPORT
 
Participating Exhibitor Name:
 
   
Theater Name and Address:
 
   
   
   
   
Screen:
 
   
Projector Serial Number:
 
   
Participating Distributor Motion Pictures
 
Exhibited:
 
   
   
   
Non-Participating Distributor Motion Print
 
Pictures Exhibited; Non-Participant Virtual
 
Fees Owing:
 
   
   
Motion Picture Trailers Exhibited:
 
   
   
   
   
Non-Traditional Content Exhibited; Usage
 
Fees Owing; Hours of Exhibition:
 
   
   
   
Any Other Content (including advertising)
 
Exhibited:
 
   
   
   
Dates and Reasons for Out-of-Service
 
   
   
   

 

 
 
 

EXHIBIT H
TO
CREDIT AGREEMENT
 
FORM OF SERVICE AGREEMENT
 
(See attached.)
 

 
 
 

DIGITAL CINEMA SERVICE AGREEMENT
 
THIS DIGITAL CINEMA SERVICE AGREEMENT (this " Agreement ") is made and entered into as of _____, 20___ (the " Effective Date ") by and between _____ a _____ corporation (" Customer "), and CHRISTIE DIGITAL SYSTEMS USA, INC., a California corporation (" Christie ").
 
RECITALS
 
A.           Concurrently with the execution of this Agreement, Customer and Cinedigm Digital Funding I, LLC, a Delaware limited liability company (" Licensor "), have entered into an Master License Agreement of even date herewith (the " Master License Agreement "), pursuant to which Licensor will deliver Digital Systems (as defined in the Master License Agreement) to Customer cineplex sites and license such Digital Systems to Customer for use in accordance with the Master License Agreement.
 
B.           As required under the Master License Agreement Customer and Christie have entered into this Agreement to provide for installation, maintenance and other services with respect to Digital Systems licensed by Licensor to Customer under the Master License Agreement, as well as maintenance services with respect to certain of Customer's 35mm Systems (as hereinafter defined).
 
NOW, THEREFORE, for and in consideration of the mutual covenants set forth below, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties hereby mutually agree as follows:
 
1.            Engagement . On the terms and conditions of this Agreement, Customer hereby engages Christie, and Christie hereby accepts such engagement, to provide the services described below.
 
2.            Service Sites . " Service Sites " means each of the cineplex sites at which Digital Systems licensed by Licensor to Customer under the Master License Agreement are installed. Any Service Site which is more than a _____ hour drive from a location at which Christie maintains one or more customer service engineers is sometimes referred to below as a " Non-Local Site ," and any Service Site which is within a _____ hour drive from a location at which Christie maintains one or more customer service engineers is sometimes referred to below as a " Local Site ."
 
3.            Project Services .
 
3.1.            Project Management . Christie will serve as project manager for the installation of Digital Systems licensed by Customer from Licensor under the Master License Agreement. Christie's service as project manager will include the performance of site surveys at each of the Service Sites in preparation for installation of Digital Systems, coordination with Customer on site readiness matters, working with Customer on the development of an installation schedule, installation of Digital Systems in accordance with the installation schedule agreed upon between Christie and Customer, provision of
 

 
 
 

all network cabling and other parts and services (other than necessary HVAC, electrical or Audio Upgrades (collectively " Customer Items ")) required in connection with the installation of Digital Systems and demonstration of the operability of installed Digital Systems upon completion of installation. An " Audio Upgrade " shall consist of equipment required to bring the existing audio system in an auditorium up to six (6) track capability. Based on the premise, as hereby agreed between the parties, that Digital Systems will replace and be substituted for 35mm projection systems currently in use (except in the case of new construction), Christie acknowledges that Customer's site readiness obligations for the installation of Digital Systems will be limited to the Customer Items, and Christie agrees to be responsible for all other preparations required for installation of Digital Systems except as may relate to satellite or other content delivery systems and except for the connection contemplated by Section 4.5(b) . Christie agrees that Digital Systems will have channel digital and analog audio output, and Customer agrees that Customer will be responsible for providing, at its expense, any device (e.g. a down converter from channel to channel or channel to mono) required for Customer to use such output in its auditoriums.
 
3.2.            Training Services . In connection with the installation of a Digital System at any Service Site, Christie will provide up to ____ hour training sessions at each Service Site to train Customer's employees in the use of the Digital System. Christie will from time to time, at Customer's request, provide additional training to Customer's employees in the use of Digital Systems, such training to be provided on no more than ______ occasions in any calendar year at such times as are mutually agreed between Christie and Customer.
 
3.3.            User Manuals . Christie will provide to Customer reasonable quantities of user manuals for Digital Systems.
 
4.            Maintenance and Other Support Services .
 
4.1.            Helpdesk Services . Christie will, from 5:00 a.m. Pacific Time to 2:00 a.m. Pacific Time the following day, seven days a week, provide troubleshooting and technical assistance by telephone, generally within thirty (30) minutes after Customer's request for such assistance.
 
4.2.            Scheduled Maintenance Services . Christie will, at times scheduled in advance by Christie and Customer, on a twice yearly basis at approximately six (6) month intervals, perform the following on-site maintenance services for Digital Systems:
 
(a)           Change each projector lamp and filter, to be completed as determined by Christie within Christie recommended lamp life (if Customer chooses not to purchase replacement lamps from Christie, an appropriate number of spare lamps and filters per Cineplex must be made reasonably available to Christie for use in making lamp and filter changes and replenished by Customer after use).
 

 
 
 

(b)           Align and color balance the image, to be completed at lamp change or as required by component replacement.
 
(c)           Ripple adjustment.
 
(d)           Install hardware, software or firmware upgrades or releases made commercially available by Licensor or Christie without charge.
 
(e)           Replace any malfunctioning part or component (refurbished parts or components may be used for such replacement).
 
(f)           Miscellaneous minor repairs identified by Customer and not requiring replacement of a malfunctioning part or component.
 
4.3.            Emergency Services . Christie will provide on-site emergency service for Digital Systems, generally within _____ (___) hours after Customer's request for emergency service at any Local Site, and as promptly as reasonably possible, and in any event within 24 hours, after Customer's request for emergency service at any Non-Local Site. Emergency services include any service necessary to restore full operation to any Digital System, or component thereof, which becomes inoperable by reason of system defects or problems.
 
4.4.            Parts .
 
(a)           During the initial _____ year period of this Agreement, Christie will, at its expense, provide all parts (other than lamps and filters) required in connection with the performance of maintenance services and emergency services under Sections 4.2 and 4.3 , except that where any such items are required by reason of casualty, natural disaster, accident, misuse, use of improper power sources or repair other than by Christie service personnel or other service personnel authorized by Christie, then Christie will invoice Customer for such items at such prices as may be agreed to between Christie and Customer from time to time. At Customer's request, Christie will sell and supply lamp and filter packs to Customer at such prices as may be agreed to between Christie and Customer from time to time.
 
(b)           Customer may, at its option and upon payment of additional service fees as agreed between Customer and Christie, extend the provisions of Section 4.4(a) for one or more extension periods provided that, prior to the expiration of the initial _____ year period and each subsequent extension period, as applicable, Customer and Christie have agreed in writing on the duration of the extension period and the additional service fees to be paid by Customer in respect of such extension period. In the event the provisions of Section 4.4(a) are not so extended at the expiration of the initial _____ year period or any subsequent extension period, then Christie will thereafter invoice Customer, at such prices as may be agreed to between Christie and Customer from time to time, for all parts
 

 
 
 

required in connection with the performance of maintenance services and emergency services under Sections 4.2 and 4.3 .
 
(c)           Payment terms for all items invoiced to Customer under this Section 4.4 are net _____ days from the date of invoice.
 
4.5.            Remote Monitoring Services .
 
(a)           Subject to paragraph (b), Christie, through its Network Operations Center (" NOC "), will provide the following remote monitoring services:
 
(i)           monitoring of Digital System operation;
 
(ii)           error and status data collection for Digital System operation; and
 
(iii)           alerting Customer and Christie service engineers of Digital System problems requiring attention.
 
(b)           Customer must, at its sole cost and expense, maintain a suitable connection between the NOC and each Digital System.
 
4.6.            Upgrade Services . In the event Licensor makes available any upgrades for installed Digital Systems, Christie will install such upgrades, except that Christie will not be required under this Section 4.6 to install audio system equipment.
 
4.7.            Servicing of Non-Digital 35MM Protectors . During Service Site visits to perform scheduled maintenance services for Digital Systems, Christie will perform maintenance service as described on Schedule 4.6 attached hereto on all 35mm projectors then in service at such Service Site, provided that Customer will be responsible for either furnishing needed service parts required for such maintenance or purchasing same at such prices as may be agreed to between Christie and Customer from time to time for any such parts supplied by Christie. In the event such service parts are not available during the Service Site visit, Customer will pay Christie the reasonable costs of a second visit. In addition, Christie will provide non-exclusive on-site emergency service on an as called, as needed basis for 35mm projectors in service at any Service Site where Christie provides maintenance services for Digital Systems under this Agreement, generally within ____ hours after Customer's request for emergency service at any Local Site, and as promptly as reasonably possible, and in any event within 24 hours, after Customer's request for emergency service at any Non-Local Site. The cost of such emergency service shall be as agreed between the parties.
 
4.8.            Limited Audio Service . Christie will provide reasonable routine maintenance of "in-the-booth" components of audio systems at Service Sites where Christie performs maintenance services under this Agreement, provided that Customer will be responsible for either furnishing needed service parts required for such maintenance or purchasing same at such prices as may be agreed to between Christie and
 

 
 
 

Customer from time to time for any such parts supplied by Christie. In the event such service parts are not available during the Service Site visit, Customer will pay Christie the reasonable costs of a second visit to install such parts. Christie will have no responsibility for speaker or screen components of any audio system.
 
5.            Service Hours . Regular maintenance services, emergency services and special equipment upgrade services will be performed during the hours of 8:00 am to 1:00 am, local time, seven days a week, for the relevant Service Site. Any request for emergency services received after 11:00 pm local time will be treated as a request for maintenance services the following morning.
 
6.            Other Services . Christie will perform for Customer such services not otherwise provided for in this Agreement as may be agreed to between Christie and Customer from time to time. Rates or charges for providing any such other services will be as agreed to between Christie and Customer in each instance.
 
7.            Excluded Services . For clarity, services to be provided under this Agreement do not include any service with respect to satellite dishes, satellite receivers, cache servers or any other system components of any satellite delivery system, or, except as otherwise provided in Section 4.7 , with respect to any audio system or audio system components. Customer may make separate arrangements with Christie under Section 6 for services relating to audio systems or audio system components.
 
8.            Annual Service Fee .
 
8.1.            Annual Service Fee . Subject to Section 8.2 , Customer will pay to Christie an annual service fee in the amount of $_____ per annum per screen for each screen served by a Digital System, under this Agreement. The annual service fee includes all services and parts set forth in Sections 3 and 4 (except as otherwise set forth therein) and travel related charges for visits to Local Sites. The annual service fee does not include travel related charges for visits to Non-Local Sites, and all such reasonable excess travel related charges will be billed to Customer at Christie's cost.
 
8.2.            CPI Adjustment . Commencing in 20__, the annual service fee provided for in Section 8.1 will be subject to annual adjustment to reflect any increase of the Consumer Price Index-All Urban Consumers-All Items as published by the Bureau of Labor Statistics (" CPI ") over the CPI for calendar year 20__ (" CPI Base Year "). In 20__ and each calendar year thereafter, Christie will, after the CPI for the prior year has become available, compare the CPI for the prior year against the CPI for the CPI Base Year and adjust the amount of the annual service fee provided for in Section 8.1 upward to correspond to the percentage increase (if any) of the CPI for the prior year over the CPI for the CPI Base Year; provided however, that for any calendar year the annual service fee may not be increased by more than _____ percent (___%) over the annual service fee in effect for the immediately preceding calendar year. In the event the Bureau of Labor Statistics ceases to publish the CPI, then the parties shall use any similar index which is reasonably comparable to the CPI, applied in such manner as shall reasonably accomplish the purpose of this Section 8.2 .
 

 
 
 

8.3.            Payment . Christie will invoice Customer for the annual service fee, and payment shall be made quarterly, with the first payment due _____ (___) days from the date of invoice. For Digital Systems which are installed and operational at the commencement of any calendar year, Christie will invoice the annual service in advance for such year. Where screens are enabled with Digital Systems during any calendar year, Christie will invoice Customer for a pro rata portion of the annual service fee which is proportionate to the number of full calendar months remaining in such calendar year at the time the screen is enabled.
 
8.4.            Taxes . The annual service fee provided for in this Agreement is exclusive of any applicable sales, use, excise or other similar taxes, all of which shall be payable by Customer.
 
9.            Deinstalled Equipment .
 
9.1.            35mm System . As used in this Agreement, " 35mm System " means a 35 mm projection system consisting of not less than a 35mm projector, a xenon lamp house, a platter and all associated lenses.
 
9.2.            Transfer of Deinstalled Equipment . Subject to and in accordance with the provisions of this Section 9 , Customer shall sell and transfer to Christie, and Christie shall purchase and remove from the relevant Service Sites, up to 1000 35mm Systems which on or before ________, 20__ are deinstalled and replaced by Digital Systems installed by Christie under this Agreement. The purchase price for all 35mm Systems purchased and sold pursuant to this Section 9.2 shall be $_.00 for each 35mm System.
 
9.3.            Excluded Equipment .
 
(a)           Customer and Christie shall not have any obligation under Section 9.2 with respect to any 35mm System which, if sold by Customer to Christie for a purchase price of $___.00, would result in a loss to Customer for accounting purposes based upon Customer's then existing book value for such system.
 
(b)           Customer shall have the right to retain _____ (___) deinstalled 35mm Systems at each Service Site. Customer shall, to the extent reasonably possible, select for such purposes only 35mm Systems which, if sold by Customer to Christie for a purchase price of $___.00, would result in a loss to Customer for accounting purposes, and which at the time of deinstallation have a book value in excess of $_____.
 
9.4.            Option to Purchase Certain Excluded Equipment . When any 35mm System is deinstalled and replaced by a Digital System installed by Christie under this Agreement, and at the time of deinstallation such 35mm System is excluded by application of Section 9.3(a) but the book value of such 35mm System is $_____ or less, and Customer does not select such 35mm System for retention under Section 9.3(b) , then Customer shall offer to sell such 35mm System to Christie for book value. Christie shall
 

 
 
 

be free to accept or reject such offer, at its discretion. In the event Christie does not accept any such offer within _____ (___) days after such offer is made, such offer shall lapse and be of no further effect and Customer shall retain said system.
 
9.5.            Notification . Upon the deinstallation of each 35mm System at any Service Site, Christie shall identify the deinstalled 35mm Systems to Customer in writing, and within _____ (___) business days after receiving such notification from Christie, Customer shall identify which of such deinstalled 35mm Systems are excluded under Section 9.3(a) , which are to be retained under Section 9.3(b) , which are eligible to be sold to Christie pursuant to Section 9.4 , and which are to be sold to Christie pursuant to Section 9.2 .
 
9.6.            Inclusion of Previously Excluded Equipment . When any 35mm System is deinstalled and replaced by a Digital System installed by Christie under this Agreement, and at the time of deinstallation such 35mm System is excluded by application of Section 9.3(a), but prior to _____, 20___ Section 9.3(a) ceases to apply to such 35mm System, and Customer does not select such 35mm System for retention under Section 9.3(b) , and Christie has not purchased such 35mm System under Section 9.4 , then Customer shall so notify Christie and sell such 35mm System to Christie pursuant to and in accordance with Section 9.2 .
 
9.7.            Terms of Sale . All 35mm Systems transferred or sold by Customer to Christie under this Section 9 shall be transferred and sold free and clear of all security interests, liens, encumbrances and adverse claims, shall be in operational condition, and otherwise shall be transferred or sold "AS IS, WHERE IS," without any representations or warranties. Christie shall be responsible for all transportation, freight or insurance charges incurred in connection with removing such 35mm Systems from their then location at the time of title transfer, and shall be responsible for any sales taxes, use taxes or other similar taxes, if any, applicable to any such transfer or sale. At Christie's request, Customer shall provide to Christie a suitable bill of sale evidencing the transfer of title of any 35mm System pursuant to this Section 9 .
 
10.            Performance Standard . Christie will perform services under this Agreement in a competent and professional manner, consistent with the highest quality standards prevailing in the industry. In the event Christie fails to meet the performance standard set forth in this Section 10 , and does not cure such failure within _____ days after written notice of such failure is given by Customer to Christie, with a copy to Licensor, Customer's sole remedy shall be to transition services to be provided under this Agreement in respect of Digital Systems to another service provider reasonably acceptable to Licensor and to Licensor's lenders, and, upon completion of such transition, to terminate this Agreement.
 
11.            Relationship of Parties . The relationship of the parties to this Agreement is that of independent contractors, and neither party is or shall be deemed to be a partner, joint venture partner, agent or employee of the other. No agency relationship is created by this Agreement, and neither party shall have the right by reason of this Agreement to act for or bind the other in any manner whatsoever.
 

 
 
 

12.            Warranty Disclaimer . In connection with the services to be provided by Christie to Customer under this Agreement, CHRISTIE MAKES NO WARRANTIES, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.
 
13.            Limitation of Liability . NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR LOST PROFITS OR LOST DATA, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED THAT SUCH DAMAGES MAY OCCUR. CHRISTIE'S MAXIMUM LIABILITY HEREUNDER WILL BE FOR THE AMOUNT OF SERVICE FEES PAID BY CUSTOMER TO CHRISTIE IN RESPECT OF ANY SERVICE WHICH IS THE SUBJECT OF ANY PARTICULAR CLAIM.
 
14.            Term . Unless earlier terminated under Section 10 , the term of this Agreement shall commence from the Effective Date and continue until the expiration of the initial term of the Master License Agreement; provided however, that this Agreement shall terminate upon any termination of the Master License Agreement.
 
15.            Entire Agreement . This Agreement is the entire agreement of the parties with respect to the subject matter hereof. This Agreement supersedes all prior agreements, if any, between the parties with respect to such subject matter. This Agreement may not be amended except by a written amendment executed by both parties.
 
16.            Attorneys' Fees . In the event any action, suit or proceeding is commenced with respect to any matter relating to this Agreement, the prevailing party shall be entitled to have and recover from the other party its costs of suit, including reasonable attorneys' fees.
 
17.            Assignment . Neither party may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party; provided, however, that either party may assign its rights or delegate its duties to the surviving entity in the case of a merger or business combination or the purchasing entity in the case of a sale of all of its assets; and provided further that in the event the Master License Agreement is assigned by Licensor to any Financing Party (as defined in the Master License Agreement), Christie may assign this Agreement, in whole or in part, to such other qualified service provider as such Financing Party may designate, and, upon any such assignment by Christie and the assumption of this Agreement by such other qualified service provider, Christie shall have no further obligations under this Agreement and Customer shall look solely to such other qualified service provider for performance under this Agreement. Also, Customer shall be entitled to collaterally assign its rights and interests hereunder to its existing lenders and replacements thereof without the necessity of Christie's consent.
 
18.            Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to principles of conflicts of law.
 

 
 
 

19.            Binding Effect . This Agreement is binding on and inures to the benefit of the parties hereto, and their respective successors and permitted assigns:
 
20.            Capitalized Terms . All capitalized terms which are not defined herein shall be defined as set forth in the Master License Agreement.
 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
 
   
CHRISTIE DIGITAL SYSTEMS USA, INC. (" Christie ")
     
     
     
   
By:
 
   
Name:
 
   
Title:
 
       
       
   
_________________________ (" Customer ")
     
     
     
   
By:
 
   
Name:
 
   
Title:
 


 
 
 

EXHIBIT I-1
 
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
 
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Amended and Restated Credit Agreement, dated as of February 28, 2013 (as the same may be further amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Cinedigm Digital Funding I, LLC (the “ Borrower ”), the Lenders party thereto, and Société Générale, New York Branch, as administrative agent and collateral agent for the Lenders.  Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement.
 
 
Pursuant to the provisions of Section 2.14(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Term Loan(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
 
The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its status as not a United States person (as defined in section 7701(a)(30) of the Code) on IRS Form W-8BEN.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
 

[NAME OF LENDER]
 
 
By:
 
 
Name:
 
Title:
 
 
Date: ________ __, 20[  ]
 
 

 

 

 
 
 

EXHIBIT I-2
 
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
 
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Amended and Restated Credit Agreement, dated as of February 28, 2013 (as the same may be further amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Cinedigm Digital Funding I, LLC (the “ Borrower ”), the Lenders party thereto, and Société Générale, New York Branch, as administrative agent and collateral agent for the Lenders.  Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement.
 
 
Pursuant to the provisions of Section 2.14(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
 
The undersigned has furnished its participating Lender with a certificate of its status as not a United States person (as defined in section 7701(a)(30) of the Code) on IRS Form W-8BEN.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
 

 
[NAME OF PARTICIPANT]
 
 
By:
 
 
Name:
 
Title:
 
 
Date: ________ __, 20[  ]
 

 

 
 
 

EXHIBIT I-3
 
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
 
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Amended and Restated Credit Agreement, dated as of February 28, 2013 (as the same may be further amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Cinedigm Digital Funding I, LLC (the “ Borrower ”), the Lenders party thereto, and Société Générale, New York Branch, as administrative agent and collateral agent for the Lenders.  Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement.
 
 
Pursuant to the provisions of Section 2.14(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
 
The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
 
 

 
[NAME OF PARTICIPANT]
 
 
By:
 
 
Name:
 
Title:
 
 
Date: ________ __, 20[  ]
 

 
 
 

EXHIBIT I-4
 
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
 
(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Amended and Restated Credit Agreement, dated as of February 28, 2013 (as the same may be further amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Cinedigm Digital Funding I, LLC (the “ Borrower ”), the Lenders party thereto, and Société Générale, New York Branch, as administrative agent and collateral agent for the Lenders.  Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement.
 
 
Pursuant to the provisions of Section 2.14(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Term Loan(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Term Loan(s), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
 
The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
 

 
[NAME OF LENDER]
 
 
By:
 
 
Name:
 
Title:
 
Date: ________ __, 20[  ]
 

EXHIBIT 10.2
 
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED ON A
REQUEST FOR CONFIDENTIAL TREATMENT
 
OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.

 
TERM LOAN AGREEMENT
 
dated as of February 28, 2013
 
among
 
CINEDIGM DC HOLDINGS, LLC ,
 
as the Borrower,
 
the GUARANTORS from time to time party hereto,
 
the LENDERS from time to time party hereto,
 
PROSPECT CAPITAL CORPORATION ,
as Administrative Agent and Collateral Agent,
 
and
 
PROSPECT CAPITAL CORPORATION ,
as Sole Lead Arranger
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
TABLE OF CONTENTS
 
 
Page
   
ARTICLE I            DEFINITIONS
   
 
SECTION 1.01
Defined Terms
 
SECTION 1.02
Other Interpretive Provisions
 
SECTION 1.03
Accounting Terms and Principles
 
SECTION 1.04
Rounding
 
SECTION 1.05
References to Agreements, Laws, etc
 
SECTION 1.06
Times of Day
 
SECTION 1.07
Timing of Payment of Performance
 
SECTION 1.08
Corporate Terminology
   
ARTICLE II            AMOUNT AND TERMS OF CREDIT FACILITIES
   
 
SECTION 2.01
Term Loans
 
SECTION 2.02
Disbursement of Funds
 
SECTION 2.03
Payment of Term Loans; Notes
 
SECTION 2.04
Pro Rata Borrowings
 
SECTION 2.05
Interest
 
SECTION 2.06
Increased Costs, Illegality, etc
 
SECTION 2.07
Compensation
 
SECTION 2.08
Change of Lending Office
   
ARTICLE III           FEES AND COMMITMENT TERMINATIONS
   
 
SECTION 3.01
Fees
 
SECTION 3.02
Termination of Commitments
   
ARTICLE IV              PAYMENTS
   
 
SECTION 4.01
Voluntary Prepayments
 
SECTION 4.02
Mandatory Prepayments
 
SECTION 4.03
Payment of Obligations; Method and Place of Payment
 
SECTION 4.04
Taxes
 
SECTION 4.05
[Intentionally Omitted]
 
SECTION 4.06
Computations of Interest and Fees
 
SECTION 4.07
AHYDO
 
SECTION 4.08
OID
 
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
TABLE OF CONTENTS
(continued)
 
 
Page
   
ARTICLE V            CONDITIONS PRECEDENT TO TERM LOANS
   
 
SECTION 5.01
Loan Documents
 
SECTION 5.02
Lien and other Searches; Filings
 
SECTION 5.03
Pledges
 
SECTION 5.04
Legal Opinions
 
SECTION 5.05
Secretary’s Certificates
 
SECTION 5.06
Other Documents and Certificates
 
SECTION 5.07
Solvency
 
SECTION 5.08
[Intentionally Omitted]
 
SECTION 5.09
Financial Information; Due Diligence Matters
 
SECTION 5.10
Insurance
 
SECTION 5.11
Payment of Outstanding Indebtedness
 
SECTION 5.12
Material Adverse Effect
 
SECTION 5.13
No New Information
 
SECTION 5.14
Fees and Expenses
 
SECTION 5.15
Patriot Act Compliance and Reference Checks
 
SECTION 5.16
Banking Moratorium
 
SECTION 5.17
No Default
 
SECTION 5.18
Representations and Warranties
 
SECTION 5.19
No Injunctions
 
SECTION 5.20
No Adverse Actions
   
ARTICLE VI           REPRESENTATIONS, WARRANTIES AND AGREEMENTS
   
 
SECTION 6.01
Corporate Existence; Compliance with Law
 
SECTION 6.02
Power and Authority; Enforceability
 
SECTION 6.03
Approvals, Consents, etc
 
SECTION 6.04
Use of Proceeds; Regulations T, U and X
 
SECTION 6.05
Investment Company Act
 
SECTION 6.06
Litigation; Labor Matters
 
SECTION 6.07
Subsidiaries
 
SECTION 6.08
Accuracy of Information
 
SECTION 6.09
Financial Condition; Financial Statements
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
TABLE OF CONTENTS
(continued)
 
     
Page
       
 
SECTION 6.10
Tax Returns and Payments
 
SECTION 6.11
Compliance with ERISA
 
SECTION 6.12
Intellectual Property; Licenses, etc
 
SECTION 6.13
Ownership of Properties
 
SECTION 6.14
Environmental Warranties
 
SECTION 6.15
Solvency
 
SECTION 6.16
No Burdensome Obligations; No Defaults
 
SECTION 6.17
Security Documents
 
SECTION 6.18
Compliance with Laws and Permits; Authorizations
 
SECTION 6.19
No Material Adverse Effect
 
SECTION 6.20
Contractual or Other Restrictions
 
SECTION 6.21
Insurance
 
SECTION 6.22
Evidence of Other Indebtedness
 
SECTION 6.23
Deposit Accounts and Securities Accounts
 
SECTION 6.24
Anti-Terrorism Laws
 
SECTION 6.25
Certain Agreements and Other Documents
 
SECTION 6.26
DCI Specification Compliance
 
SECTION 6.27
CDF2
 
SECTION 6.28
Exhibitor Agreements and Digital Cinema Deployment Agreements
   
ARTICLE VII          AFFIRMATIVE COVENANTS
   
 
SECTION 7.01
Financial Information, Reports, Notices and Information
 
SECTION 7.02
Books, Records and Inspections
 
SECTION 7.03
Maintenance of Insurance
 
SECTION 7.04
Payment of Obligations
 
SECTION 7.05
Maintenance of Existence; Compliance with Laws, etc
 
SECTION 7.06
Environmental Compliance
 
SECTION 7.07
Maintenance of Properties
 
SECTION 7.08
Additional Guarantors and Grantors
 
SECTION 7.09
Pledges of Stock and Indebtedness
 
SECTION 7.10
Use of Proceeds
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
TABLE OF CONTENTS
(continued)
 
     
Page
       
 
SECTION 7.11
Further Assurances
 
SECTION 7.12
Mortgages
 
SECTION 7.13
Accounts; Control Agreements
 
SECTION 7.14
Annual Lender Meeting
 
SECTION 7.15
Corporate Separateness
 
SECTION 7.16
Cash Management
 
SECTION 7.17
Required Hedging
 
SECTION 7.18
Phase II SocGen MSA
 
SECTION 7.19
DCI Specifications Compliance
 
SECTION 7.20
Management Services Agreement
 
SECTION 7.21
Board Observation Rights
 
SECTION 7.22
Post-Closing Matters
 
SECTION 7.23
Triggering Event
   
ARTICLE VIII         NEGATIVE COVENANTS
   
 
SECTION 8.01
Limitation on Indebtedness
 
SECTION 8.02
Limitation on Liens
 
SECTION 8.03
Investments
 
SECTION 8.04
Asset Sales; Stock Issuances
 
SECTION 8.05
Fundamental Changes
 
SECTION 8.06
Restricted Payments
 
SECTION 8.07
Payments of Indebtedness
 
SECTION 8.08
Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments
 
SECTION 8.09
Transactions with Affiliates
 
SECTION 8.10
Change in Nature of Business
 
SECTION 8.11
Accounting Changes; Fiscal Year
 
SECTION 8.12
Margin Regulations
 
SECTION 8.13
Compliance with ERISA
 
SECTION 8.14
Hazardous Materials
 
SECTION 8.15
No Foreign Subsidiaries
 
SECTION 8.16
Bank Accounts
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
TABLE OF CONTENTS
(continued)
 
     
Page
       
 
SECTION 8.17
[Intentionally Omitted]
 
SECTION 8.18
Management Services Agreements
 
SECTION 8.19
CDF1 Credit Agreement
 
SECTION 8.20
Other Agreements
 
SECTION 8.21
Capital Expenditures
   
ARTICLE IX          EVENTS OF DEFAULT
   
 
SECTION 9.01
Listing of Events of Default
 
SECTION 9.02
Remedies Upon Event of Default
   
ARTICLE X           THE AGENTS
   
 
SECTION 10.01
Appointments
 
SECTION 10.02
Delegation of Duties
 
SECTION 10.03
Exculpatory Provisions
 
SECTION 10.04
Reliance by Agents
 
SECTION 10.05
Notice of Default
 
SECTION 10.06
Non Reliance on Agents and Other Lenders
 
SECTION 10.07
Indemnification by Lenders
 
SECTION 10.08
Agents in Their Individual Capacities
 
SECTION 10.09
Successor Agents
 
SECTION 10.10
Agents Generally
 
SECTION 10.11
Restrictions on Actions by Secured Parties; Sharing of Payments
 
SECTION 10.12
Agency for Perfection
114
   
ARTICLE XI          MISCELLANEOUS
   
 
SECTION 11.01
Amendments and Waivers
 
SECTION 11.02
Notices and Other Communications; Facsimile Copies
 
SECTION 11.03
No Waiver; Cumulative Remedies
 
SECTION 11.04
Survival of Representations and Warranties
 
SECTION 11.05
Payment of Expenses and Taxes; Indemnification
 
SECTION 11.06
Successors and Assigns; Participations and Assignments
 
SECTION 11.07
Replacements of Lenders Under Certain Circumstances
 
SECTION 11.08
Securitization
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
TABLE OF CONTENTS
(continued)
 
     
Page
       
 
SECTION 11.09
Adjustments; Set-off
 
SECTION 11.10
Counterparts
 
SECTION 11.11
Severability
 
SECTION 11.12
Integration
 
SECTION 11.13
GOVERNING LAW
 
SECTION 11.14
Waiver of Certain Rights
 
SECTION 11.15
Acknowledgments
 
SECTION 11.16
Confidentiality
 
SECTION 11.17
Press Releases, etc
 
SECTION 11.18
Releases of Guarantees and Liens
 
SECTION 11.19
USA Patriot Act
 
SECTION 11.20
No Fiduciary Duty
 
SECTION 11.21
Reliance on Certificates
 
SECTION 11.22
No Waiver
 
SECTION 11.23
The Borrower as Loan Parties Representative
   
ARTICLE XII        JURISDICTION AND OTHER MATTERS
   
 
SECTION 12.01
JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL WAIVER

 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
SCHEDULES
 
Schedule A
Sources and Uses Schedule
Schedule 1
Term Loan Commitments
Schedule 2
Initial Projections
Schedule 3
KBC Facility Documents
Schedule 4
Distributors Party to a Material Digital Cinema Deployment Agreement
Schedule 6.02
Permits, Filings and Consents
Schedule 6.07
Subsidiaries
Schedule 6.11
ERISA
Schedule 6.13
Real Property
Schedule 6.14
Environmental Matters
Schedule 6.17
Security Documents and Perfection Matters
Schedule 6.21
Insurance
Schedule 6.22
Existing Indebtedness
Schedule 6.23
Deposit Accounts and Securities Accounts
Schedule 6.25
Certain Agreements
Schedule 6.26
DCI Specifications Compliance
Schedule 6.28
Disputes Under Exhibitor Agreements or Digital Cinema Deployment Agreements
Schedule 7.01(a)(ii)
CDF1 Credit Agreement Reporting
Schedule 7.01(a)(iii)
CDF2 Credit Agreement Reporting
Schedule 8.02
Liens
Schedule 8.03
Investments
Schedule 9.02(o)
Intercompany Agreements
 
EXHIBITS
 
Exhibit A
Form of Assignment and Acceptance
Exhibit B
Form of Assignment of IP License
Exhibit C
Form of Assignment of Phase I MSA
Exhibit D
Form of Assignment of Phase II Australia MSA
Exhibit E
Form of Assignment of Phase II Caribbean MSA
Exhibit F
Form of Assignment of Phase II Exhibitor/Buyer MSA
Exhibit G
Form of Assignment of Phase II KBC MSA
Exhibit H
Form of Assignment of Phase II SocGen MSA
Exhibit I
Form of CDF1 Credit Agreement Assignment
Exhibit J
Form of Compliance Certificate
Exhibit K
Form of Distributor Lockbox Collateral Agency Agreement Instructions
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Exhibit L
Form of General Services Agreement
Exhibit M
Form of Limited Recourse Guaranty
Exhibit N
Form of Limited Recourse Pledge Agreement
Exhibit O
Form of Note
Exhibit P
Form of Perfection Certificate
Exhibit Q
Form of Replacement Phase I MSA
Exhibit R
Form of Security Agreement
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
TERM LOAN AGREEMENT
 
This TERM LOAN AGREEMENT (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, this “ Agreement ”) dated as of February 28, 2013 among CINEDIGM DC HOLDINGS, LLC , a Delaware limited liability company (“ CDCH ” or the “ Borrower ”), ACCESS DIGITAL MEDIA, INC. , a Delaware corporation (“ Access ”), ACCESS DIGITAL CINEMA PHASE 2, CORP. , a Delaware corporation (“ Access Phase 2 ”) and the Subsidiaries of the Borrower that are Guarantors or become Guarantors hereunder pursuant to Section 7.08 hereof, the lenders from time to time party hereto (each, a “ Lender ,” and collectively, the “ Lenders ”), PROSPECT CAPITAL CORPORATION , a Maryland corporation (“ Prospect ”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “ Administrative Agent ”) and Prospect, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”, and together with the Administrative Agent, each an “ Agent ” and collectively the “ Agents ”).
 
Introductory Statement
 
WHEREAS , the Borrower has requested that the Lenders extend term loans to the Borrower on the Closing Date in the aggregate principal amount of $70,000,000, the proceeds of which the Borrower (and, to the extent such proceeds are distributed or contributed to them by the Borrower, each other Subsidiary of the Borrower) will use in accordance with, and in the aggregate amounts set forth on, the schedule of Closing Date sources and uses attached as Schedule A to:  (i) make a Closing Date Permitted Restricted Payment to the Parent to enable it to repay the Existing Sageview Indebtedness, (ii) pay transaction fees, costs and expenses incurred directly in connection with the negotiation, execution, delivery and consummation of this Agreement and the CDF1 Credit Agreement and the transactions contemplated hereby, (iii) purchase, either on or promptly after the Closing Date, a portion of the Term Loans (as defined in the CDF1 Credit Agreement) under the CDF1 Credit Agreement in an aggregate principal amount equal to $5,000,000 at a purchase price of 99.75% of the aggregate face amount of such Term Loans, and (iv) fund the Borrower Debt Service Reserve;
 
WHEREAS, in connection with this Agreement, the Parent will, subject to the provisions of the General Services Agreement, consolidate within the Borrower the Servicing Business, including (i) transferring the operational staff whose responsibilities and activities relate solely to the conduct of the Servicing Business, (ii) granting or causing the grant of an irrevocable right to use the supporting software and other Intellectual Property for the limited purposes associated with the operation of the Servicing Business, and (iii) causing all Management Services Agreements and/or associated revenues, as applicable, to be assigned to the Borrower in accordance with the provisions of this Agreement; and
 
WHEREAS , in connection with the foregoing, the Lenders desire to extend the Term Loans to the Borrower, on and subject to the terms and conditions of this Agreement.
 
NOW, THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
sufficiency of which is hereby acknowledged by the parties hereto, and intending to be legally bound, the parties hereto agree as follows:
 
ARTICLE I
 
DEFINITIONS
 
S EC TION 1.01             Defined Terms .  As used herein, the following terms have the meanings specified in this Section 1.01 unless the context otherwise requires:
 
“ Access ” has the meaning set forth in the preamble to this Agreement.
 
“ Access B/AIX ” means Access Digital Cinema Phase 2, B/AIX Corp., a Delaware corporation.
 
“ Access Phase 2 ” has the meaning set forth in the preamble to this Agreement.
 
“ Account Control Agreement ” means, with respect to a deposit account or a securities account, an account control agreement in form and substance reasonably satisfactory to the Collateral Agent, executed and delivered by the Loan Party owning such account, the Collateral Agent, and the applicable Deposit Bank or securities intermediary, as applicable, which account control agreement provides the Collateral Agent with, among other things, exclusive “control” over such account (as defined in, and for purposes of, the UCC or other comparable Applicable Law) and the cash or investment property therein, as applicable.
 
“ Accountants ” means Eisner LLP or any recognized firm of independent registered certified public accountants reasonably acceptable to the Administrative Agent.
 
“ Accrued Default Interest ” has the meaning set forth in Section 2.05(c) .
 
“ Administrative Agent ” has the meaning set forth in the preamble to this Agreement.
 
“ Administrative Servicer ” means either of the Borrower or the Parent, in its capacity as administrative servicer or manager, as applicable, under the Management Services Agreements or any successor administrative servicer appointed in accordance with the terms of the applicable Management Services Agreement and/or Back-Up Servicer Agreement, if applicable, and this Agreement.
 
“ Administrative Questionnaire ” means a questionnaire completed by each Lender, in a form approved by the Administrative Agent, in which such Lender, among other things, (a) designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with such Lender’s compliance procedures and Applicable Laws, including federal and state securities laws and (b) designates an address, facsimile number, electronic mail address and/or telephone number for notices and communications with such Lender.
 
 
2
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Affiliate ” means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person and any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided , however , that no Secured Party shall be an Affiliate of the Borrower, Access Phase 2 or any of their Affiliates solely by virtue of the transactions contemplated by this Agreement and the other Loan Documents.  For purpose of this definition, “control” means the possession of either (a) the power to vote, or the beneficial ownership of, 10% or more of the Voting Stock of such Person or (b) the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.  The term “controlled” has the meaning correlative thereto.
 
“ Agents ” has the meaning set forth in the preamble to this Agreement.
 
“ Agreement ” has the meaning set forth in the preamble to this Agreement.
 
“ Amended and Restated LLC Agreement ” means the Amended and Restated Limited Liability Company Operating Agreement, dated as of February 28, 2013, of the Borrower (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
“ Annualized ” means an annualized calculation in a manner satisfactory to the Administrative Agent.
 
“ Anti-Terrorism Laws ” has the meaning set forth in Section 6.24 .
 
“ Applicable Laws ” means, as to any Person, any Laws applicable to and binding on such Person or any of its property, products, business, assets or operations or to which such Person or any of its property, products, business, assets or operations is subject.
 
“ Approved Exhibitor ” means (a) an operator of cinema complexes operating Installed Digital Systems as of the Closing Date and (b) each operator in whose theaters Digital Systems are installed subsequently approved by the Parent in accordance with its underwriting criteria.
 
“ Approved Fund ” means any Person (other than a natural Person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.
 
“ Assignment and Acceptance ” means an assignment and acceptance substantially in the form of Exhibit A .
 
“ Assignment of IP License ” means, any Assignment of IP License that may be executed by a Loan Party in favor of the Collateral Agent from time to time, substantially in the form of Exhibit B (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
“ Assignment of Phase I MSA ” means that certain Assignment of Phase I MSA, substantially in the form of Exhibit C , made by the Parent in favor of the Borrower, including a
 
 
3
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
pay proceeds instruction (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
“ Assignment of Phase II Australia MSA ” means that certain Assignment of Phase II Australia MSA, substantially in the form of Exhibit D , made by the Borrower in favor of the Collateral Agent, pursuant to which the Borrower will collaterally assign and grant a Lien in the Phase II Australia MSA, as set forth therein (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
“ Assignment of Phase II Caribbean MSA ” means that certain Assignment of Phase II Caribbean MSA, substantially in the form of Exhibit E , made by the Borrower in favor of the Collateral Agent, pursuant to which the Borrower will collaterally assign and grant a Lien in the Phase II Caribbean MSA, as set forth therein (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
“ Assignment of Phase II Exhibitor/Buyer MSA ” means that certain Assignment of Phase II Exhibitor/Buyer MSA, substantially in the form of Exhibit F , made by the Borrower in favor of the Collateral Agent, pursuant to which the Borrower will collaterally assign and grant a Lien in the Phase II Exhibitor/Buyer MSA, as set forth therein (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).  
 
“ Assignment of Phase II KBC MSA ” means that certain Assignment of Phase II KBC MSA, substantially in the form of Exhibit G , made by the Borrower in favor of the Collateral Agent, pursuant to which the Borrower will collaterally assign and grant a Lien in the Phase II KBC MSA, as set forth therein (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
“ Assignment of Phase II SocGen MSA ” means that certain Assignment of Phase II SocGen MSA, substantially in the form of Exhibit H made by the Parent in favor of the Borrower, including a pay proceeds instruction (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
“ Assignment of Replacement Phase I MSA ” means an Assignment of Replacement Phase I MSA, in form and substance satisfactory to the Administrative Agent in all respects, made by the Borrower, including a pay proceeds instruction (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
“ Australian Intercompany Note ” means that certain Secured Promissory Note, dated February 28, 2013, made by Cinedigm Australia in favor of the Borrower, in form and substance satisfactory to the Administrative Agent in all respects (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time), which Australian Intercompany Note and the Australian Intercompany Note Security Documents are collaterally assigned by the Borrower to the Collateral Agent pursuant to the Security Agreement.
 
“ Australian Intercompany Note Security Documents ” means, collectively, (x) the Specific Security Agreement (Accounts), dated as of February 28, 2013, made by Cinedigm Australia in favor of the Borrower, and (y) any other security agreements, documents, recordations or filings, in each case, in form and substance satisfactory to the Administrative
 
 
4
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Agent in all respects, in relation to the Australian Intercompany Note (in each case, as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
“ Authorized Officer ” means, with respect to any Loan Party, the chairman of the Board, the president, the chief financial officer, the chief operating officer, the manager of a limited liability company, the secretary, the treasurer or any other senior officer of such Loan Party, but, in any event, with respect to financial matters, the chief financial officer of such Loan Party.
 
“ Back-Up Servicer ” means any “Back-Up Servicer” or “Back-Up Administrative Servicer” appointed in accordance with the applicable Management Services Agreement.
 
“ Back-Up Servicer Agreements ” means, collectively, the Phase I Back-Up Servicer Agreement or the Phase II Back-Up Servicer Agreement/SocGen MSA, and “ Back-Up Servicer Agreement ” means any one of them.
 
“ Back-Up Services Expenses ” means the fees and expenses payable to a Back-Up Servicer for the Back-up Services (as defined in the applicable Back-Up Servicer Agreement or Management Services Agreement, as applicable) under any Back-Up Servicer Agreement.
 
“ Benefit Plan ” means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise) to which any Group Member incurs or otherwise has any obligation or liability, contingent or otherwise.
 
“ Board ” means, with respect to any Person, the board of directors, board of managers, the managing members, sole member, or equivalent governing body of such Person.
 
“ Board of Governors ” means the Board of Governors of the Federal Reserve System of the United States, or any successor thereto.
 
“ Borrower ” has the meaning set forth in the preamble to this Agreement.
 
“ Borrower Collection Account ” means the Cash Collateral Account identified as the “Borrower Collection Account” in Section 7.16(a) and any replacement Cash Collateral Account with a Deposit Bank that is, or whose holding company is, rated at least BBB- by S&P and at least Baa3 by Moody’s requested by the Borrower and reasonably acceptable to the Administrative Agent and the Collateral Agent.
 
“ Borrower Debt Service Reserve ” means, as of the Closing Date, an aggregate amount of not less than $1,000,000.
 
“ Borrower Debt Service Reserve Account ” means the Cash Collateral Account identified as the “Borrower Debt Service Reserve Account” in Section 7.16(a) and any replacement Cash Collateral Account with a Deposit Bank that is, or whose holding company is, rated at least BBB- by S&P and at least Baa3 by Moody’s requested by the Borrower and reasonably acceptable to the Administrative Agent and the Collateral Agent.
 
“ Borrower Operating Account ” means the Cash Collateral Account identified as the “Borrower Operating Account” in Section 7.16(a) and any replacement Cash Collateral Account
 
 
5
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
with a Deposit Bank that is, or whose holding company is, rated at least BBB- by S&P and at least Baa3 by Moody’s requested by the Borrower and reasonably acceptable to the Administrative Agent and the Collateral Agent.
 
“ Borrower Operating Account Reserve ” means an aggregate amount equal to $100,000.
 
“ Budget ” means, with respect to any period, an annual operating budget, including an income statement, balance sheet and statement of cash flows, including all line item categories, line items and cumulative amounts (with a detailed breakout of Capital Expenditures), details and a statement of underlying assumptions and estimates, all in form and substance reasonably satisfactory to the Administrative Agent based upon a good faith determination, in substantially the same form as the Initial Projections.
 
“ Business Day ” means (a) any day that is not a Saturday, Sunday or other day on which banking institutions in the City of New York are required, authorized or otherwise permitted by law or other governmental actions to close, and (b) with respect to any notices or determinations in connection with any LIBOR Rate established hereunder, any day that is also a day for trading by and between banks in Dollar deposits in the London Interbank Eurodollar market.
 
“ Capital Expenditures ” means, for any Person for any period, the aggregate of all expenditures, whether or not made through the incurrence of Indebtedness, by such Person and its Subsidiaries during such period for the purchase, acquisition, leasing (pursuant to a Capital Lease), receipt, delivery, construction, installation, replacement, repair, redeployment, substitution or improvement of fixed or capital assets or additions to such assets (other than exchanges of Digital Systems, or components thereof, in connection with system upgrades, including any cash expenditures made in connection therewith to the extent not paid by a CDF1 Credit Agreement Loan Party, which shall not constitute Capital Expenditures for any purpose hereunder), in each case, required to be capitalized under GAAP on a Consolidated balance sheet of such Person, excluding interest capitalized during construction.
 
“ Capital Lease ” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any property (whether real, personal or mixed) by such Person as lessee that has been or is required to be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP.
 
“ Capitalized Lease Obligations ” means, at any time, with respect to any Capital Lease, any lease entered into as part of any Sale and Leaseback Transaction or any synthetic lease of any Person, the amount of all obligations of such Person that is (or that would be required to be, if such synthetic lease or other lease were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in accordance with GAAP.
 
“ Cash Collateral Account ” means a deposit account or securities account in the name of the Borrower or any other Loan Party, as applicable, and under the exclusive “control” (as defined in the applicable UCC or other comparable Applicable Law) of the Collateral Agent and (a) in the case of a deposit account, from which the Borrower or the applicable other Loan Party may not make withdrawals except as permitted by the Collateral Agent and (b) in the case of a securities account, with respect to which the Collateral Agent shall be the entitlement holder and
 
 
6
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
the only Person authorized to give (or to authorize another Person to give) entitlement orders with respect thereto.
 
“ Cash Equivalents ” means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any Dollar-denominated time deposit, certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by any Lender or any commercial bank that is, in each case, rated investment grade by both S&P and Moody’s, (e) interests in any money market fund registered under the Investment Company Act of 1940 that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (a), (b), (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided , however , that the maturities of all obligations specified in any of clauses (a) through (d) above shall not exceed 365 days and (f) other cash equivalents determined by the Administrative Agent to have a risk equivalent to items rated at least “A-1” by S&P or “P-1” by Moody’s and otherwise acceptable from time to time to the Administrative Agent.
 
“ Cash Management Accounts ” has the meaning set forth in Section 7.16(a) .
 
“ CDCH ” has the meaning set forth in the preamble to this Agreement.
 
“ CDF1 ” means Cinedigm Digital Funding I, LLC, a Delaware limited liability company.
 
“ CDF1 Collection Account ” means, prior to the Discharge of the CDF1 Credit Agreement Obligations, the “Collection Account” as such term is defined in the CDF1 Credit Agreement (and as set forth in Section 7.16(a) ).
 
“ CDF1 Credit Agreement ” means that certain Amended and Restated Credit Agreement, dated as of February 28, 2013, that amended and restated the $172,500,000 Credit Agreement, dated as of May 6, 2010, among CDF1, as borrower, Société Générale, New York Branch, as administrative agent and collateral agent, and the lenders party thereto (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
“ CDF1 Credit Agreement Administrative Agent ” means Société Générale, New York Branch, in its capacity as administrative agent under the CDF1 Credit Agreement (and any successor thereto acting in such capacity).
 
“ CDF1 Credit Agreement Assignment ” means an Assignment Agreement substantially in the form of Exhibit   I , between the Borrower and Prospect, pursuant to which the Borrower will
 
 
7
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
assign all of its right, title and interest in its purchase option under Section 9.3 of the CDF1 Credit Agreement (as of the date hereof) to Prospect.
 
“ CDF1 Credit Agreement Collateral Agent ” means Société Générale, New York Branch, in its capacity as collateral agent under the CDF1 Credit Agreement (and any successor thereto acting in such capacity).
 
“ CDF1 Credit Agreement Loan Parties ” means, collectively, the “Loan Parties” (as such term is defined in the CDF1 Credit Agreement from time to time).
 
“ CDF1 Debt Service Reserve ” means the “Debt Service Reserve” (as defined in the CDF1 Credit Agreement).
 
“ CDF1 Debt Service Reserve Account ” means the Cash Collateral Account identified as the “CDF1 Debt Service Reserve Account” in Section 7.16(a) and any replacement Cash Collateral Account with a Deposit Bank that is, or whose holding company is, rated at least BBB- by S&P and at least Baa3 by Moody’s requested by the Borrower and reasonably acceptable to the Administrative Agent and the Collateral Agent.
 
“ CDF1 Excess Cash Flow ” means, after the Discharge of the CDF1 Credit Agreement Obligations, the excess of (a) the amount on deposit in the CDF1 Collection Account over (b) any amounts that would constitute Permitted Operating Expenses if the CDF1 Credit Agreement remained in effect at such time.
 
“ CDF1 Facility Participation Receipts ” means receipts collected with respect to CDCH’s purchase, either on or promptly after the Closing Date, of an aggregate principal amount equal to $5,000,000 in Term Loans (as defined in the CDF1 Credit Agreement) under the CDF1 Credit Agreement, purchased at a purchase price of 99.75% of the aggregate face amount of such Term Loans.
 
“ CDF1 Lockbox Account ” means, (x) prior to the Discharge of the CDF1 Credit Agreement Obligations, the “Lockbox Account” as such term is defined in the CDF1 Credit Agreement, and (y) after the Discharge of the CDF1 Credit Agreement Obligations, a deposit account satisfactory to the Administrative Agent and the Collateral Agent.
 
“ CDF1 Obligations ” means “Obligations” as such term is defined in the CDF1 Credit Agreement.
 
“ CDF2 ” means Cinedigm Digital Funding 2, LLC, a Delaware limited liability company.
 
“ CDF2 Credit Agreement ” means that certain Credit Agreement, dated as of October 18, 2011, in the original principal amount of $77,500,000, among CDF2, as borrower, Société Générale, New York Branch, as administrative agent (in such capacity, the “ CDF2 Administrative Agent ”) and collateral agent, and the lenders party thereto (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
“ CDF2 Holdings ” means CDF2 Holdings, LLC, a Delaware limited liability company.
 
 
8
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ CDF2 Obligations ” means “Obligations” as such term is defined in the CDF2 Credit Agreement.
 
“ CDF2 Sale and Contribution Agreement ” means the Sale and Contribution Agreement dated as of October 18, 2011 among the Parent, Access Phase 2, CDF2 Holdings and CDF2, including all schedules and exhibits thereto, (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
“ CERCLA ” means the United States Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.).
 
“ Change of Control ” means the occurrence of any of the following:  (a) the Parent shall cease to own and control legally and beneficially, directly, 100% of the economic and voting rights associated with ownership of the outstanding Voting Stock of all classes of Voting Stock of the Borrower, provided , that if the Parent presents the Administrative Agent with a written proposal with reasonable supporting detail, describing a proposed transaction involving the sale of less than a majority of the economic and voting rights associated with ownership of the outstanding Voting Stock of all classes of Voting Stock of the Borrower in relation to which the Administrative Agent determines in its sole discretion that neither the Lenders’ economic interests nor the Lenders’ legal rights and remedies are adversely impacted, the Administrative Agent will not unreasonably withhold its consent to such a transaction, (b) the Borrower shall cease to own and control legally and beneficially 100% of the economic and voting rights associated with ownership of the outstanding Voting Stock of all classes of Voting Stock of Access, provided , that if the Parent presents the Administrative Agent with a written proposal with reasonable supporting detail, describing a proposed transaction involving the sale of less than a majority of the economic and voting rights associated with ownership of the outstanding Voting Stock of all classes of Voting Stock of Access in relation to which the Administrative Agent determines in its sole discretion that neither the Lenders’ economic interests nor the Lenders’ legal rights and remedies are adversely impacted, the Administrative Agent will not unreasonably withhold its consent to such a transaction, (c) Access shall cease to own and control legally and beneficially 100% of the economic and voting rights associated with ownership of the outstanding Voting Stock of all classes of Voting Stock of Christie, provided , that if the Parent presents the Administrative Agent with a written proposal with reasonable supporting detail, describing a proposed transaction involving the sale of less than a majority of the economic and voting rights associated with ownership of the outstanding Voting Stock of all classes of Voting Stock of Christie in relation to which the Administrative Agent determines in its sole discretion that neither the Lenders’ economic interests nor the Lenders’ legal rights and remedies are adversely impacted, the Administrative Agent will not unreasonably withhold its consent to such a transaction ( provided further , that the pledge by Access of all of the Voting Stock of Christie to secure the CDF1 Obligations or the refinancing thereof shall not constitute a Change of Control, provided that no foreclosure, transfer or exercise on such pledge is occurring), (d) Christie shall cease to own and control legally and beneficially 100% of the economic and voting rights associated with ownership of the outstanding Voting Stock of all classes of Voting Stock of CDF1, provided , that if the Parent presents the Administrative Agent with a written proposal with reasonable supporting detail, describing a proposed transaction involving the sale of less than a majority of the economic and voting rights associated with ownership of the outstanding Voting Stock of all classes of Voting Stock of CDF1 in relation to
 
 
9
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
which the Administrative Agent determines in its sole discretion that neither the Lenders’ economic interests nor the Lenders’ legal rights and remedies are adversely impacted, the Administrative Agent will not unreasonably withhold its consent to such a transaction ( provided further , that the pledge by Christie of all of the Voting Stock of CDF1 to secure the CDF1 Obligations or the refinancing thereof shall not constitute a Change of Control, provided that no foreclosure, transfer or exercise on such pledge is occurring), (e) any “change of control” (however defined) shall occur under the terms of any Material Digital Cinema Deployment Agreement that permits the termination of such Material Digital Cinema Deployment Agreement, (f) the Parent shall cease to own and control legally and beneficially 100% of the economic and voting rights associated with ownership of the outstanding Voting Stock of all classes of Voting Stock of Access Phase 2, provided , that if the Parent presents the Administrative Agent with a written proposal with reasonable supporting detail, describing a proposed transaction involving the sale of less than a majority of the economic and voting rights associated with ownership of the outstanding Voting Stock of all classes of Voting Stock of Access Phase 2 in relation to which the Administrative Agent determines in its sole discretion that neither the Lenders’ economic interests nor the Lenders’ legal rights and remedies are adversely impacted, the Administrative Agent will not unreasonably withhold its consent to such a transaction, (g) Access Phase 2 shall cease to own and control legally and beneficially 100% of the economic and voting rights associated with ownership of the outstanding Voting Stock of all classes of Voting Stock of CDF2 Holdings, provided , that if the Parent presents the Administrative Agent with a written proposal with reasonable supporting detail, describing a proposed transaction involving the sale of less than a majority of the economic and voting rights associated with ownership of the outstanding Voting Stock of all classes of Voting Stock of CDF2 Holdings in relation to which the Administrative Agent determines in its sole discretion that neither the Lenders’ economic interests nor the Lenders’ legal rights and remedies are adversely impacted, the Administrative Agent will not unreasonably withhold its consent to such a transaction ( provided further , that the pledge by Access Phase 2 of all of the Voting Stock of CDF2 Holdings to secure the CDF2 Obligations or the refinancing thereof shall not constitute a Change of Control, provided that no foreclosure, transfer or exercise on such pledge is occurring), (h) CDF2 Holdings shall cease to own and control legally and beneficially 100% of the economic and voting rights associated with ownership of the outstanding Voting Stock of all classes of Voting Stock of CDF2, provided , that if the Parent presents the Administrative Agent with a written proposal with reasonable supporting detail, describing a proposed transaction involving the sale of less than a majority of the economic and voting rights associated with ownership of the outstanding Voting Stock of all classes of Voting Stock of CDF2 in relation to which the Administrative Agent determines in its sole discretion that neither the Lenders’ economic interests nor the Lenders’ legal rights and remedies are adversely impacted, the Administrative Agent will not unreasonably withhold its consent to such a transaction, ( provided further , that the pledge by CDF2 Holdings of all of the Voting Stock of CDF2 to secure the CDF2 Obligations or the refinancing thereof shall not constitute a Change of Control, provided that no foreclosure, transfer or exercise on such pledge is occurring), or (i) any Group Member consolidates or amalgamates with or merges into another entity or conveys, transfers or leases all or substantially all of its property and assets to any Person (other than the grant of a Lien in and to its assets pursuant to the Loan Documents or as expressly permitted by Sections 8.02 and 8.05 ).
 
 
10
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ CHG ” means CHG-MERIDIAN U.S. Finance, Ltd., a California corporation, and its successors and permitted assigns under the CHG Lease Facility and the CDF2 Credit Agreement; provided that the term “CHG” shall include, where appropriate, the CHG Lease Collateral Agent (as defined in the CHG Lease Agreement).
 
“ CHG Lease Agreement ” has the meaning set forth in the Multiparty Agreement.
 
“ CHG Lease Facility ” means the lease facility provided by CHG and any other CHG Lease Participant to CDF2 Holdings and evidenced by the CHG Lease Facility Documents in an aggregate amount advanced by CHG (without giving effect to advances funded with the proceeds of the CDF2 Non-Recourse Loans (as defined in the CDF2 Credit Agreement)) of $23,050,000 (which may be increased to up to $28,900,000) and which (when combined with advances funded with the proceeds of CDF2 Non-Recourse Loans) will fund up to $58,500 per Designated Installed Digital System and up to $53,500 per any other Installed Digital System.
 
“ CHG Lease Facility Documents ” means, collectively, the CHG Lease Agreement, all sale and leaseback agreements, all schedules, supplemental terms riders and confirmations thereunder, all updates to such schedules and confirmations, all irrevocable order of payments and all updates thereto, the CHG Lease Security Documents (as defined in the Multiparty Agreement), all commitment letters by CHG to fund not less than $23,050,000 to CDF2 Holdings (without giving effect to advances funded with the proceeds of the CDF2 Non-Recourse Loans), each purchase and sale agreement with respect to CHG’s acquisition of rights in the Installed Digital Systems which are subject to the CHG Lease Agreement, the Multiparty Agreement and all other agreements, certificates and other documents executed in connection with the CHG Lease Agreement, in each case, on terms and conditions satisfactory to the Administrative Agent in its sole discretion, and as the same may be amended, restated, supplemented, modified and/or refinanced from time to time as permitted under this Agreement.
 
“ Christie ” means Christie/AIX, Inc., a Delaware corporation.
 
“ Christie Deferred Payment ” means a deferred payment in a principal amount not to exceed $600,000 payable by Access Phase 2 to Christie Digital Systems USA, Inc. pursuant to the Deferred Payment and Security Agreement (Neighborhood) dated as of March 3, 2009.
 
“ Cinedigm Australia ” means Cinedigm Digital Cinema Australia Pty Ltd., an Australian company.
 
“ Closing Date ” means the first date upon which (i) all conditions precedent listed in Article V have been satisfied by no later than 1:00 p.m. (or such later time as may be acceptable to the Administrative Agent in its sole discretion) and (ii) the Term Loans are funded (which funding may be substantially simultaneous with the fulfillment, satisfaction or waiver of the conditions precedent in Article V ).
 
“ Closing Date Permitted Restricted Payment ” means the payment of a dividend or distribution by the Borrower to the Parent the aggregate proceeds of which will be used as permitted under Section 7.10 , in the amounts set forth on Schedule A .
 
 
11
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and all rules, regulations, standards and guidelines issued thereunder.  Section references to the Code are to the Code as in effect at the date of this Agreement, and any subsequent provisions of the Code amendatory thereof, supplemental thereto or substituted therefor.
 
“ Collateral ” means any assets of the Parent, or any Loan Party, or any other assets, in each case, upon which the Collateral Agent has been granted a Lien in connection with this Agreement.
 
“ Collateral Agent ” has the meaning set forth in the preamble to this Agreement.
 
“ Collateral Assignee ” has the meaning set forth in Section 11.06(d) .
 
“ Collections ” means all cash, checks, credit card slips or receipts, notes, instruments, and other items of payment (including insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) received by the Loan Parties.
 
“ Commitment ” means, with respect to each Lender, such Lender’s Term Loan Commitment.
 
“ Compliance Certificate ” means a certificate duly completed and executed by an Authorized Officer of the Borrower substantially in the form of Exhibit J , together with such changes thereto or departures therefrom as the Administrative Agent may from time to time reasonably request or approve.
 
“ Confidential Information ” has the meaning set forth in Section 11.16 .
 
“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
 
“ Consents ” means, collectively, (a) a consent from each Distributor party to a Digital Cinema Deployment Agreement, (b) to the extent not included in any Exhibitor Agreement, a consent from each Approved Exhibitor party to an Exhibitor Agreement, and (c) to the extent not included in any Management Services Agreement, a consent from an administrative servicer or manager, thereunder, in each case in form and substance satisfactory to the Administrative Agent.
 
“ Consolidated ” means, with respect to any Person, the financial results of such Person and its Subsidiaries consolidated in accordance with GAAP.
 
“ Constituent Documents ” means, with respect to any Person, collectively and, in each case, together with any modification of any term thereof, (a) the articles of incorporation, certificate of incorporation, constitution or articles or certificate of organization or formation of such Person, (b) the bylaws, operating agreement, partnership agreement or joint venture agreement of such Person, (c) any other constitutive, organizational or governing document of such Person, whether or not equivalent, and (d) any other document setting forth the manner of election or duties of the directors, officers, managers, managing members or partners of such
 
 
12
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Person or the designation, amount or relative rights, limitations and preferences of any Stock of such Person.
 
“ Contingent Liability ” means, for any Person, any agreement, undertaking or arrangement by which such Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the Indebtedness of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the Stock of any other Person.  The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount of the debt, obligation or other liability guaranteed thereby.
 
“ Contractual Obligation ” means, with respect to any Person, any provision of any Security issued by such Person or of any document or undertaking (other than a Loan Document) to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject, including the General Services Agreement, all Exhibitor Agreements, all Management Services Agreements, all Service Agreements, all Digital Cinema Deployment Agreements, all CHG Lease Facility Documents, all KBC Facility Documents and all Tax Consolidation Documents.
 
“ Copyrights ” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Applicable Law in or relating to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith.
 
“ Copyright Security Agreements ” means any Copyright Security Agreements made in favor of Collateral Agent by a Loan Party entered into after the Closing Date (as required by this Agreement or any other Loan Document).
 
“ Corporate Chart ” means a document in form reasonably acceptable to the Administrative Agent and setting forth, as of a date set forth therein, for the Parent and each Person that is a Loan Party or that is a Subsidiary or joint venture of any of them conducting the Servicing Business, (a) the full legal name of such Person, (b) the jurisdiction of organization and any organizational number and tax identification number of such Person, (c) the location of such Person’s chief executive office (or, if applicable, sole place of business) and (d) the number of shares of each class of Stock of such Person authorized, the number outstanding and the number and percentage of such outstanding shares for each such class owned, directly or indirectly, by any Loan Party or any Subsidiary of any of them.
 
“ Customary Permitted Liens ” means, with respect to any Person, any of the following:
 
(a)           Liens (i) with respect to the payment of taxes, assessments or other governmental charges or (ii) of suppliers, carriers, materialmen, warehousemen, workmen or mechanics and other similar Liens, in each case imposed by law or arising in the ordinary course of business, and, for each of the Liens in clauses (i) and (ii) above for amounts that are not yet due or that are being contested in good faith by appropriate proceedings diligently conducted and
 
 
13
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
with respect to which adequate reserves are maintained on the books of such Person in accordance with GAAP;
 
(b)           Liens of a collection bank on items in the course of collection arising under Section 4-208 of the UCC or any similar section under any applicable UCC or any similar Applicable Law of any foreign jurisdiction;
 
(c)           pledges or cash deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance or other types of social security benefits (other than any Lien imposed by ERISA), (ii) to secure the performance of bids, tenders, leases (other than Capital Leases) sales or other trade contracts (other than for the repayment of borrowed money) or (iii) made in lieu of, or to secure the performance of, surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation);
 
(d)           judgment liens (other than for the payment of taxes, assessments or other governmental charges) securing judgments and other proceedings not constituting an Event of Default under Section 9.01(g) and pledges or cash deposits made in lieu of, or to secure the performance of, judgment or appeal bonds in respect of such judgments and proceedings;
 
(e)           Liens (i) arising by reason of zoning restrictions, easements, licenses, reservations, restrictions, covenants, rights-of-way, encroachments, minor defects or irregularities in title (including leasehold title) and other similar encumbrances on the use of Real Property or (ii) consisting of leases, licenses or subleases granted by a lessor, licensor or sublessor on its property (in each case other than Capital Leases) otherwise permitted under Section 8.02 that, for each of the Liens in clauses (i) and (ii) above, do not, in the aggregate, materially (x) impair the value or marketability of such Real Property or (y) interfere with the ordinary conduct of the business conducted and proposed to be conducted at such Real Property;
 
(f)            Liens of landlords and mortgagees of landlords (i) arising by statute or under any lease or related Contractual Obligation entered into in the ordinary course of business, (ii) on fixtures and movable tangible property located on the Real Property leased or subleased from such landlord, (iii) for amounts not yet due or that are being contested in good faith by appropriate proceedings diligently conducted and (iv) for which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP; and
 
(g)           the title and interest of a lessor or sublessor in and to personal property permitted to be leased or subleased under this Agreement (other than through a Capital Lease), in each case extending only to such personal property.
 
“ Default ” means any event, act or condition that, with notice or lapse of time, or both, would constitute an Event of Default.
 
“ Deposit Bank ” means any financial institution reasonably acceptable to the Administrative Agent.
 
 
14
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Designated Cineplex ” means a cineplex owned or operated by (a) Marcus Theaters Corporation or (b) any other Phase II Exhibitor mutually agreed between (i) the Parent and the Borrower and (ii) the Administrative Agent in its sole discretion.
 
“ Designated Installed Digital System ” means any Phase II Installed Digital System installed, or to be installed, at a Designated Cineplex.
 
“ Digital Cinema Deployment Agreement ” means either a Phase I Digital Cinema Deployment Agreement or a Phase II Digital Cinema Deployment Agreement, as applicable and as the context requires, and “ Digital Cinema Deployment Agreements ” means all of the Phase I Digital Cinema Deployment Agreements and Phase II Digital Cinema Deployment Agreements, collectively.
 
“ Digital Systems ” means, (A) with respect to the Phase I Group Members, collectively, (a) a DLP Cinema 2k projector, capable of both 2-D and 3-D display, (b) a digital cinema server and (c) a central storage server with management software and other such components required to meet, except as set forth on Schedule 6.26 , the Digital Cinema System Specification V1.1 (issued April 12, 2007 by Digital Cinema Initiatives, LLC, as amended from time to time) or such other similar systems as are acceptable to the Administrative Agent, in each case, owned by a Phase I Group Member, and (B) with respect to the Phase II Group Members, collectively, (a) a DLP Cinema 2k or 4k projector, capable of both 2-D and 3-D display, (b) a digital cinema server and (c) a central storage server with management software and other such components required to meet, except as set forth on Schedule 6.26 , the DCI Technical Specification Version 1.2 issued March 7, 2008, by Digital Cinema Initiatives, LLC, all amendments issued on or prior to July 28, 2011, all errata issued on or prior to July 28, 2011, and the DCI Stereoscopic Digital Cinema Addendum Version 1.0 released July 11, 2007 and all errata issued and specifications formally approved and adopted by SMPTE technology committees on or prior to July 28, 2011, as well as any security-related SMPTE standards or specifications (e.g. DCP packaging and key authentication and delivery updates) which are formally approved and adopted by SMPTE technology committees after July 28, 2011 that require a software upgrade) or as required by the applicable Phase II Digital Cinema Deployment Agreement or such other similar systems as are acceptable to the Administrative Agent.
 
“ Discharge of the CDF1 Credit Agreement Obligations ” means the repayment in full of the CDF1 Obligations.
 
“ Distribution Report ” has the meaning set forth in the Distributor Lockbox Collateral Agency Agreement.
 
“ Distributor ” means a Person in the business of distributing theatrical feature films or other traditional or non-traditional motion picture content for exhibition in a theater.
 
“ Distributor Lockbox Account ” has the meaning set forth in the Multiparty Agreement.
 
“ Distributor Lockbox Collateral Agency Agreement ” means an agreement, in form and substance reasonably acceptable to the Administrative Agent, appointing a financial institution reasonably acceptable to the Administrative Agent, as collateral agent for the benefit of the parties entitled to receive payments under agreements with CDF2, the Parent or any Affiliate
 
 
15
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
thereof of amounts due from Distributors under any Digital Cinema Deployment Agreements related to the rollout by the Parent and its Subsidiaries via rollout vehicles (including the Phase 2 Rollout), and providing for the allocation of distribution of such amount, provided , that the Collateral Agency Agreement, dated as of April 24, 2012, among Access Phase 2, Access B/AIX, the Parent, Union Bank, N.A., as collateral agent, Société Générale, New York Branch, as administrative agent and collateral agent under the Senior Credit Documents (as defined therein), Société Générale, New York Branch, as collateral agent under the Lease Security Agreement (as defined therein), KBC Bank NV and each Additional VPF Creditor (as defined therein), shall be deemed acceptable to the Administrative Agent.
 
“ Distributor Lockbox Collateral Agency Agreement Instructions ” means, collectively, instructions or other documentation reasonably satisfactory to the Administrative Agent and the Collateral Agent in substantially the form of Exhibit K , pursuant to which (a) the Collateral Agent will become an “Additional VPF Creditor” (as defined in the Distributor Lockbox Collateral Agency Agreement) under the Distributor Lockbox Collateral Agency Agreement and (b) all Distribution Reports will indicate that (in accordance with the terms of the Distributor Lockbox Collateral Agency Agreement) all Servicing Fee or Incentive Servicing Fee revenues from the Phase II Caribbean MSA, the Phase II Exhibitor/Buyer MSA and any other Management Services Agreement in relation to which any Servicing Fee or Incentive Servicing Fee revenues may be payable (subject and pursuant to its existing provisions) and which revenues are first deposited into the Distributor Lockbox Account, are to be promptly deposited into the Borrower Collection Account, whether or not any Event of Default (as defined therein) has occurred.  
 
“ Dollars ” and “ $ ” means dollars in lawful currency of the United States of America.
 
“ Domestic Subsidiary ” means each Subsidiary of the Parent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code.
 
“ Environmental Laws ” means all Applicable Law and Permits imposing liability or standards of conduct for or relating to the regulation and protection of human health, safety, the environment and natural resources or hazardous material, transportation, reuse, recycling, potential resale or disposal of the Digital Systems, including CERCLA, the SWDA, the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300(f) et seq.), Basel Convention on the control of Transboundary Movements of Hazardous Wastes and their Disposal (BASEL); the Waste Electrical and Electronic Equipment (WEEE), Directive 2002/96/EC of the European Parliament and the Council of 27 January 2003; and any other similar federal, state or local laws relating to the environment, the transportation, disposal, reuse or recycling of the Digital Systems, all regulations promulgated under any of the foregoing, all analogous Applicable Law and Permits and any environmental transfer of ownership notification or approval statutes, including the Industrial Site Recovery Act (N.J. Stat. Ann. §§ 13:1K-6 et seq.).
 
 
16
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Environmental Liabilities ” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigation and feasibility studies) that may be imposed on, incurred by or asserted against any Group Member as a result of, or related to, any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law or in connection with any environmental, health or safety condition or with any Release and (a) arising out of the use, transportation, sale, recycling or disposal of the Digital Systems or (b) resulting from the ownership, lease, sublease or other operation or occupation of property by any Group Member, whether on, prior or after the date hereof.
 
“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.  Section references to ERISA are to ERISA as in effect at the date of this Agreement and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor.
 
“ ERISA Affiliate ” means, collectively, any Group Member, and any Person under common control, or treated as a single employer, with any Group Member, within the meaning of Section 414(b), (c), (m) or (o) of the Code.
 
“ Event of Default ” has the meaning set forth in Article IX .
 
“ Excess Cash Flow ” means, for the period from the Closing Date to June 30, 2013, and for each subsequent Fiscal Quarter, the sum of (i) the Servicing Excess Cash Flow, plus , (ii) the CDF1 Facility Participation Receipts.
 
“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal  withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.07 ) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 4.04 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 4.04(e) and (d) any U.S. federal withholding Taxes imposed under FATCA.
 
“ Executive Order ” has the meaning set forth in Section 6.24.
 
 
17
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Exhibitor Agreement ” means either a Phase I Exhibitor Agreement or a Phase II Exhibitor Agreement, as applicable and as the context requires, and “ Exhibitor Agreements ” means all of the Phase I Exhibitor Agreements and Phase II Exhibitor Agreements, collectively.
 
“ Exhibitor Payment ” means any payment due and payable to a Group Member under an Exhibitor Agreement for exhibition of alternative content, for usage of systems to display advertising or for any other use of Installed Digital Systems generating a payment obligation for which payment has not been received by such Group Member from another agreed source.  For the avoidance of doubt, “Exhibitor Payment” shall not include any payments made by an Approved Exhibitor with respect to the difference between the value of an exchanged system and the value of an upgraded system pursuant to an exchange in connection with a systems upgrade.
 
“ Existing Facility ” means the credit facility extended to CDF1 under the CDF1 Credit Agreement.
 
“ Existing Sageview Indebtedness ” means the outstanding amount of Indebtedness owing by the Parent under the Parent’s Senior Secured Note, as amended and restated on May 6, 2010, payable to Sageview Capital Master, L.P. (as such Senior Secured Note shall have been further amended, restated, supplemented or otherwise modified from time to time).
 
“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.
 
“ Fees ” means all amounts payable pursuant to, or referred to in, Section 3.01 , in the Structuring Fee Letter or the Work Letter.
 
“ Financial Statement ” means the Initial Financial Statements and each financial statement delivered pursuant to Sections 7.01(a) , (b) or (c) .
 
“ Fiscal Quarter ” means each three month fiscal period ending on March 31, June 30, September 30 or December 31.
 
“ Fiscal Year ” means each twelve month period ending on March 31.
 
“ Fixed Rate ” means two percent (2.00%) per annum.
 
“ Foreign Lender ” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.
 
“ Foreign Security Documents ” means, collectively, any accommodation security agreements, security agreements, pledge agreements, guarantees, legal opinions, filings, or other similar documents, agreements or registrations governed by the Applicable Laws of any jurisdiction other than the U.S.
 
 
18
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Foreign Subsidiary ” means each Subsidiary of the Parent that is not a Domestic Subsidiary.
 
“ GAAP ” means generally accepted accounting principles in the United States, as in effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board and in such other statements by such other Person as may be in general use by significant segments of the accounting profession in the United States that are applicable to the circumstances as of the date of determination.  Subject to Section 1.03 , all references to “GAAP” shall be to GAAP applied consistently with the principles used in the preparation of the audited Initial Financial Statements referred to in clause (a) of the definition of Initial Financial Statements.
 
“ General Services Agreement ” means that certain General Services Agreement, between the Parent and the Borrower, pursuant to which the Parent has agreed to perform for the Borrower certain overhead, managerial and other functions, in form and substance satisfactory to the Administrative Agent in its sole discretion, and substantially in the form of Exhibit L .
 
“ Governmental Authority ” means any federal or local government of the United States, any foreign country, any multinational authority, or any state, commonwealth, province, protectorate or political subdivision thereof, and any entity, body or authority exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, including the PBGC and other quasi-governmental entities established to perform such functions, and in each case any department or agency thereof.
 
“ Group Members ” means, collectively, the Phase I Group Members and the Phase II Group Members, and “ Group Member ” means any such Person, individually.
 
“ Guarantors ” means, (a) each of Access and Access Phase 2, and (b) each other Person that becomes a party to the Security Agreement or otherwise provides a guaranty for the payment and performance of the Obligations after the Closing Date pursuant to Section 7.08 .
 
“ Guaranty Obligation ” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person for any Indebtedness, lease, dividend or other obligation (the “primary obligation”) of another Person (the “primary obligor”), if the purpose or intent of such Person in incurring such liability, or the economic effect thereof, is to guarantee such primary obligation or provide support, assurance or comfort to the holder of such primary obligation or to protect or indemnify such holder against loss with respect to such primary obligation, including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of any primary obligation, (b) the incurrence of reimbursement obligations with respect to any letter of credit or bank guarantee in support of any primary obligation, (c) the existence of any Lien, or any right, contingent or otherwise, to receive a Lien, on the property of such Person securing any part of any primary obligation and (d) any liability of such Person for a primary obligation through any Contractual Obligation (contingent or otherwise) or other arrangement (i) to purchase, repurchase or otherwise acquire such primary obligation or any security therefor or to provide funds for the payment or discharge of such
 
 
19
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
primary obligation (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency, working capital, equity capital or any balance sheet item, level of income or cash flow, liquidity or financial condition of any primary obligor, (iii) to make take-or-pay or similar payments, if required, regardless of non-performance by any other party to any Contractual Obligation, (iv) to purchase, sell or lease (as lessor or lessee) any property, or to purchase or sell services, primarily for the purpose of enabling the primary obligor to satisfy such primary obligation or to protect the holder of such primary obligation against loss or (v) to supply funds to or in any other manner invest in, such primary obligor (including to pay for property or services irrespective of whether such property is received or such services are rendered); provided , however , that “Guaranty Obligations” shall not include (x) endorsements for collection or deposit in the ordinary course of business and (y) product warranties given in the ordinary course of business. The outstanding amount of any Guaranty Obligation shall equal the outstanding amount of the primary obligation so guaranteed or otherwise supported or, if lower, the stated maximum amount for which such Person may be liable under such Guaranty Obligation.
 
“ Hazardous Material ” means (a) any substance, material or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including petroleum or any fraction thereof, asbestos, polychlorinated biphenyls and radioactive substances or (b) electronic waste and parts or materials derived from the Digital Systems destined for recycling or disposal but not for direct reuse that consists of lead or beryllium containing circuit boards, cathode ray tubes (“CRT”s), CRT glass (processed and unprocessed), as well as computers, monitors, peripherals and other electronics containing such circuit boards and/or CRTs.
 
“ Hedging Agreement ” means (a) any and all agreements or documents not entered into for speculative purposes that provide for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging exposure to fluctuations in interest or exchange rates, loan, credit exchange, security, or currency valuations or commodity prices, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.
 
“ Incentive Servicing Fee ” has the meaning set forth in the applicable Management Services Agreement.
 
“ Indebtedness ” of any Person means, without duplication, any of the following, whether or not matured:  (a) all indebtedness for borrowed money, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all reimbursement and other obligations with respect to (i) letters of credit (whether drawn or undrawn), bank guarantees or bankers’ acceptances or (ii) surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation) other than those entered into in the ordinary course of business, (d) all
 
 
20
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
obligations to pay the deferred purchase price of property or services, other than trade payables incurred in the ordinary course of business, (e) all obligations created or arising under any conditional sale or other title retention agreement, regardless of whether the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property, (f) all Capitalized Lease Obligations, (g) all obligations, whether or not contingent, to purchase, redeem, retire, defease or otherwise acquire for value any of its own Stock or Stock Equivalents (or any Stock or Stock Equivalent of a direct or indirect parent entity thereof) prior to the date that is 180 days after the Maturity Date, valued at, in the case of redeemable preferred Stock, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such Stock plus accrued and unpaid dividends, (h) all payments that would be required to be made in respect of any Hedging Agreement in the event of a termination (including an early termination) on the date of determination and (i) all Guaranty Obligations for obligations of any other Person constituting Indebtedness of such other Person; provided , however , that the items in each of clauses (a) through (i) above shall constitute “Indebtedness” of such Person solely to the extent, directly or indirectly, (x) such Person is liable for any part of any such item, (y) any such item is secured by a Lien on such Person’s property or (z) any other Person has a right, contingent or otherwise, to cause such Person to become liable for any part of any such item or to grant such a Lien.
 
“ Indemnified Liabilities ” has the meaning set forth in Section 11.05 .
 
“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
 
“ Initial Financial Statements ” means (a) the Consolidated unaudited balance sheet of CDF1 and its Subsidiaries for the Fiscal Quarter ended December 31, 2012 and related Consolidated statements of income and cash flow for such Fiscal Quarter and that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, (b) the Consolidated audited balance sheet of CDF1 and its Subsidiaries for the Fiscal Year ended March 31, 2012 and the related Consolidated statements of income and cash flow for such Fiscal Year, (c) the unaudited income statement of the Servicing Business for the Fiscal Quarter ended December 31, 2012 and for the Fiscal Year ended March 31, 2012, (d) the unaudited income statement of the Servicing Business for the year-to-date period ending December 31, 2012, and (e) a current (calculated as of February 25, 2013) report of the aggregate amount of all Servicing Business accounts receivable.
 
“ Initial Projections ” means that certain financial forecast prepared by or on behalf of Borrower’s management and dated on or around the Closing Date (and otherwise in form and substance satisfactory to the Administrative Agent) attached hereto as Schedule 2 which, for the avoidance of doubt, presents projected financial forecasts through March 31, 2021.
 
“ Installed Digital Systems ” means either a Phase I Installed Digital System or a Phase II Installed Digital System, as applicable and as the context requires, and “ Installed Digital Systems ” means all of the Phase I Installed Digital Systems and Phase II Installed Digital Systems, collectively.
 
 
21
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Intellectual Property ” means all rights, title and interests in or relating to intellectual property and industrial property arising under any Applicable Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Trademarks, Internet Domain Names, Trade Secrets and IP Licenses.
 
“ Intercompany Agreements ” means all agreements among CDF1, Christie, Access, Hollywood Software, Inc. and/or the Parent.
 
“ Interest Payment Date ” means the last day of each calendar month of each year, commencing on March 31, 2013; provided   that if any Interest Payment Date occurs on a day that is not a Business Day, then such Interest Payment Date shall be deemed to occur on the next succeeding Business Day.
 
“ Interest Period ” means, with respect to any Term Loan, initially the period from the Closing Date through March 31, 2013, and at all times thereafter, each calendar month.
 
“ Interest Rate Contracts ” means any interest rate swap agreement, interest rate cap agreement, agreement for the repurchase of the imbedded LIBOR Rate floor, interest rate collar agreement and interest rate insurance entered into with a Secured Hedging Counterparty or otherwise acceptable to the Administrative Agent that protects against increases in the LIBOR Rate.
 
“ Internet Domain Names ” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Applicable Law in or relating to Internet domain names.
 
“ Inventory ” means any and all “goods” (as defined in the UCC) which shall at any time constitute “inventory” (as defined in the UCC) of a Loan Party, wherever located (including without limitation, goods in transit and goods in the possession of third parties), or which from time to time are held for sale, lease or consumption in a Loan Party’s business, furnished under any contract of service or held as raw materials, work in process, finished inventory or supplies (including without limitation, packaging and/or shipping materials).
 
“ Investment ” means, with respect to any Person, directly or indirectly, (a) the ownership, purchase or other acquisition, in each case whether beneficially or otherwise, of any investment in, including any interest in, any Security of any other Person (other than any evidence of any Obligation), (b) the purchase or other acquisition, whether in one transaction or in a series of transactions, of all or a significant part of the property of any other Person or a business conducted by any other Person or all or substantially all of the assets constituting the business of a division, branch, brand or other unit operation of any other Person, (c) to incur, or to remain liable under, any Guaranty Obligation for Indebtedness of any other Person, to assume the Indebtedness of any other Person or to make, hold, purchase or otherwise acquire, in each case directly or indirectly, any deposit, loan, advance, commitment to lend or advance, or other extension of credit (including by deferring or extending the date of, in each case outside the ordinary course of
 
 
22
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
business, the payment of the purchase price for Sales of property or services to any other Person, to the extent such payment obligation constitutes Indebtedness of such other Person), excluding deposits with financial institutions available for withdrawal on demand and prepaid expenses, accounts receivable and similar items created in the ordinary course of business, (d) to make, directly or indirectly, any contribution to the capital of any other Person or (e) to Sell any property for less than fair market value (including a disposition of cash or Cash Equivalents in exchange for consideration of lesser value); provided , however , that such Investment shall be valued at the difference between the value of the consideration for such Sale and the fair market value of the property Sold.
 
“ IP Ancillary Rights ” means, with respect to any other Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.
 
“ IP Escrow Agreement ” means the Three-Party Master Beneficiary Escrow Service Agreement, dated effective as of May 6, 2010 and amended as of February 28, 2013, among the CDF1 Credit Agreement Collateral Agent, as beneficiary, Access and Hollywood Software, Inc., as depositor, and Iron Mountain Intellectual Property Management, Inc., as escrow agent, and any replacement of the same executed in favor of the Collateral Agent, as beneficiary, after the Discharge of the CDF1 Credit Agreement Obligations.
 
“ IP License ” means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property.
 
“ KBC Facility Documents ” means, collectively, those certain agreements set forth on Schedule 3 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
“ Law ” means any law (including common law), statute, regulation, ordinance, rule, order, policy, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority or determination of an arbitrator.
 
“ Lender ” has the meaning set forth in the preamble to this Agreement.
 
“ Liabilities ” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.
 
“ LIBOR Rate ” means, for any Interest Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1.00%) equal to the Three Month London Inter Bank Offered Rate for U.S. Dollar Deposits as set and published by the British Banker’s Association and as obtained by the Administrative Agent from a wire that is sent through Bloomberg, L.P. (or, if
 
 
23
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
unavailable, another service or publication selected by the Administrative Agent) two (2) Business Days prior to the first day of such Interest Period.
 
“ Lien ” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), security interest or other security arrangement and any other preference, priority or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.
 
“ Limited Recourse Guarantor ” means, the Parent, in such capacity.
 
“ Limited Recourse Guaranty ” means a Limited Recourse Guaranty made by the Parent, as Limited Recourse Guarantor, in favor of the Collateral Agent and the Administrative Agent for the benefit of the Secured Parties, substantially in the form of Exhibit M .
 
“ Limited Recourse Pledge Agreement ” means a Limited Recourse Pledge Agreement made by the Parent, as Limited Recourse Pledgor, in favor of the Collateral Agent for the benefit of the Secured Parties, substantially in the form of Exhibit N .
 
“ Limited Recourse Pledgor ” means, the Parent, in such capacity.
 
“ Loan Documents ” means this Agreement, the Notes, the Structuring Fee Letter, the Work Letter, the Security Documents, the Limited Recourse Guaranty, the CDF1 Credit Agreement Assignment, the Distributor Lockbox Collateral Agency Agreement Instructions, any intercreditor or subordination agreements in favor of any Agent with respect to this Agreement at any time after the Closing Date, and any other document, instrument, certificate or agreement executed by the Limited Recourse Pledgor, the Limited Recourse Guarantor, the Parent, any Loan Party, or by the Borrower on behalf of any other Loan Party, and delivered to any Agent or Lender in connection with any of the foregoing or the Obligations, in each case as amended, supplemented or otherwise modified or renewed from time to time.
 
“ Loan Party ” means the Borrower, each of the Guarantors, and each other Person that becomes a Loan Party hereafter pursuant to the execution of joinder documents, and such Persons, collectively, the “ Loan Parties ”.  For the avoidance of doubt, the term “ Loan Party ” shall not include the Parent.
 
“ Management Report ” means the report submitted by management pursuant to Section 7.01(a) .
 
“ Management Services Agreements ” means, collectively, the Phase I MSA, the Phase II Australia MSA, the Phase II Caribbean MSA, the Phase II Exhibitor/Buyer MSA, the Phase II KBC MSA, the Phase II SocGen MSA, any Replacement Phase I MSA, and any other management services agreement entered into in connection with the Servicing Business from time to time with the Borrower as manager or administrative servicer thereunder, and, each one of the foregoing is, individually, a “ Management Services Agreement ”.
 
“ Margin ” means nine percent (9.00%) per annum.
 
 
24
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Master Agreement ” has the meaning set forth in the definition of the term “Hedging Agreement.”
 
“ Material Adverse Effect ” means an effect that results in or causes, or could reasonably be expected to result in or cause, a material adverse change in any of (a) the condition (financial or otherwise), business, performance, prospects (in the reasonable judgment of the Administrative Agent), operations or property of the Loan Parties, taken as a whole, or the Phase I Group, taken as a whole, (b) the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party and (c) the validity or enforceability of any Loan Document or the rights and remedies of any Agent, the Lenders or any other Secured Party under any Loan Document.
 
“ Material Digital Cinema Deployment Agreement ” means a Digital Cinema Deployment Agreement either (a) with a Distributor listed on Schedule 4 , (b) for which the VPFs paid or, without duplication, payable by the Distributor party thereto to the Phase I Group Members during the twelve month period most recently ended equal or exceed 12.00% (on a dollar received basis) of all VPFs paid or, without duplication, payable by all Distributors parties to Phase I Digital Cinema Deployment Agreements to the Phase I Group Members during such period or (c) for which the VPFs paid or, without duplication, payable by the Distributor party thereto to the Phase II Group Members during the twelve month period most recently ended equal or exceed 10.00% (on a dollar received basis) of all VPFs paid or, without duplication, payable by all Distributors parties to Phase II Digital Cinema Deployment Agreements to the Phase II Group Members during such period.
 
“ Material Environmental Liabilities ” means Environmental Liabilities exceeding $250,000 in the aggregate.
 
“ Material Exhibitor Agreement ” means any Exhibitor Agreement or Exhibitor Agreements covering more than 250 screens, individually or in the aggregate, of one or more Approved Exhibitors.
 
“ Maturity Date ” means March 31, 2021.
 
“ Maximum Accrual ” has the meaning set forth in Section 4.07 .
 
“ Moody’s ” means Moody’s Investors Service, Inc. or any successor by merger or consolidation to its business.
 
“ Mortgage ” means a mortgage or a deed of trust, deed to secure debt, trust deed or other security document entered into by any applicable Loan Party and the Collateral Agent for the benefit of the Secured Parties in respect of any Real Property owned by such Loan Party, in form and substance reasonably satisfactory to the Collateral Agent.
 
“ Mortgage Supporting Documents ” means, with respect to any Mortgage for a parcel of Real Property, each document (including title policies or marked-up unconditional insurance binders (in each case, together with copies of all documents referred to therein), maps, ALTA (or TLTA, if applicable) as-built surveys (in form and as to date that is sufficiently acceptable to the title insurer issuing title insurance to the Collateral Agent for such title insurer to deliver
 
 
25
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
endorsements to such title insurance as reasonably requested by the Collateral Agent), environmental assessments and reports and evidence regarding recording and payment of fees, insurance premium and taxes) that the Collateral Agent may reasonably request, to create, register, perfect, maintain, evidence the existence, substance, form or validity of or enforce a valid lien on such parcel of Real Property in favor of the Collateral Agent for the benefit of the Secured Parties, subject only to Permitted Liens.
 
“ Mortgaged Property ” means each parcel of Real Property and improvements thereto (if any) with respect to which a Mortgage is granted pursuant to Section 7.12 .
 
“ MSA Assignments ” means, collectively, the Assignment of Phase I MSA, the Assignment of Phase II Australia MSA, the Assignment of Phase II Caribbean MSA, the Assignment of Phase II Exhibitor/Buyer MSA, the Assignment of Phase II KBC MSA, the Assignment of Phase II SocGenMSA, the Assignment of Replacement Phase I MSA, and any other Assignment of Management Services Agreement executed from time to time in form and substance reasonably satisfactory to the Administrative Agent.
 
“ Multiemployer Plan ” means any multiemployer plan, as defined in Section 400l(a)(3) of ERISA, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.
 
“ Multiparty Agreement ” means that certain Multiparty Agreement, dated as of October 18, 2011, by and among Access Phase 2, CDF2, CDF2 Holdings, the Parent, CHG, the CDF2 Administrative Agent and Ballantyne Strong, Inc. (as Approved Vendor thereunder) (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
“ Net Cash Proceeds ” means proceeds received in cash from (a) any Sale of, or Property Loss Event with respect to, property (other than cash received from a Person other than a Loan Party with respect to exchanges of Digital Systems, or components thereof, in connection with system upgrades), any casualty insurance or any business interruption insurance, net of (i) the customary out-of-pocket cash costs, fees and expenses paid or required to be paid in connection therewith, (ii) taxes paid or reasonably estimated to be payable as a result thereof and (iii) any amount required to be paid or prepaid on Indebtedness (other than the Obligations and Indebtedness owing to any Phase I Group Member) secured by the property or (b) any sale or issuance of Stock or incurrence of Indebtedness, in each case net of brokers’, advisors’ and investment banking fees and other customary out-of-pocket underwriting discounts, commissions and other customary out-of-pocket cash costs, fees and expenses, in each case incurred in connection with such transaction; provided , however , that any such proceeds received by any Subsidiary of the Borrower that is not a Wholly Owned Subsidiary of the Borrower shall constitute “ Net Cash Proceeds ” only to the extent of the aggregate direct and indirect beneficial ownership interest of the Borrower therein.
 
“ Non-Participating Distributor ” means any Distributor that has not signed a Digital Cinema Deployment Agreement.
 
“ Note ” means a promissory note substantially in the form of Exhibit O .
 
“ Notice of Exclusive Control ” has the meaning set forth in Section 7.13(b) .
 
 
26
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Obligations ” means (a) with respect to the Borrower, all obligations (monetary or otherwise, whether absolute or contingent, matured or unmatured) of the Borrower arising under or in connection with this Agreement or any other Loan Document, including all fees payable under any Loan Document and the principal of, and interest (including PIK Interest and including interest accruing during the pendency of any proceeding of the type described in Section 9.01(g) , whether or not allowed in such proceeding) on, and Prepayment Premium with respect to, the Term Loans, and (b) with respect to each Loan Party other than the Borrower, all obligations (monetary or otherwise, whether absolute or contingent, matured or unmatured) of such Loan Party arising under or in connection with this Agreement or any other Loan Document.
 
“ Operating Costs ” has the meaning set forth in Section 7.16(b)(ii) .
 
“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Term Loan or Loan Document).
 
“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 11.07 ).
 
“ Parent ” means Cinedigm Digital Cinema Corp., a Delaware corporation.
 
“ Participant ” has the meaning set forth in Section 11.06(c)(i) .
 
“ Participant Register ” has the meaning set forth in Section 11.06(c)(iii) .
 
“ Patents ” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Applicable Law in or relating to letters patent and applications therefor.
 
“ Patent Security Agreements ” means any Patent Security Agreements made in favor of Collateral Agent by a Loan Party entered into after the Closing Date (as required by this Agreement or any other Loan Document).
 
“ Patriot Act ” has the meaning set forth in Section 11.19 .
 
“ Payment Date ” means, initially, July 15, 2013 and, thereafter, the 15th day of each calendar month immediately following the end of a Fiscal Quarter, or if such day is not a Business Day, the immediately succeeding Business Day.
 
“ PBGC ” means the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.
 
 
27
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Perfection Certificate ” means, individually and collectively, the certificates, substantially in the form of Exhibit P or otherwise in form and substance satisfactory to the Collateral Agent, delivered by the Loan Parties to the Collateral Agent.
 
“ Permits ” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
 
“ Permitted Indebtedness ” means any Indebtedness of any Loan Party or Subsidiary thereof that is permitted under Section 8.01 .
 
“ Permitted Investment ” means any Investment of any Loan Party or its Subsidiaries that is permitted under Section 8.03 .
 
“ Permitted Lien ” means any Lien on or with respect to the property of any Loan Party or its Subsidiaries that is permitted under Section 8.02 .
 
“ Permitted Operating Expenses ” means, with respect to CDF1 and its Subsidiaries, (a) all legal and accounting expenses, (b) all expenses relating to business interruption and general liability insurance policies and (c) expenses of the credit facility evidenced by the CDF1 Credit Agreement and the other “Loan Documents” (as defined in the CDF1 Credit Agreement), in each case, to the extent not otherwise provided for in Section 7.11(d) or 7.11(e) of the CDF1 Credit Agreement (including all payments due and payable to the escrow agent under the IP Escrow Agreement).
 
“ Permitted Refinancing ” means Indebtedness constituting a refinancing or extension of Permitted Indebtedness that (a) has an aggregate outstanding principal amount not greater than the aggregate principal amount of such Permitted Indebtedness outstanding at the time of such refinancing or extension, (b) has a weighted average maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that of such Permitted Indebtedness, (c) is not entered into as part of a Sale and Leaseback transaction (other than a refinancing of any Sale and Leaseback transaction otherwise meeting the criteria set forth in this definition), (d) is not secured by any property or any Lien other than those securing such Permitted Indebtedness and (e) is otherwise on terms no less favorable to the Loan Parties, taken as a whole, than those of such Permitted Indebtedness; provided , however , that, notwithstanding the foregoing, no Guaranty Obligation for such Indebtedness shall constitute part of such Permitted Refinancing unless similar Guaranty Obligations with respect to such Permitted Indebtedness existed and constituted Permitted Indebtedness prior to such refinancing or extension.
 
“ Permitted Reinvestment ” means, with respect to the Net Cash Proceeds of any Sale of property (other than Sales of property permitted under clauses (a)(i), (a)(ii), (a)(iii)(x) and (a)(iv) or (b)(i), (b)(ii), (b)(iii)(x) and (b)(iv) of Section 8.04 ) or Property Loss Event (including Net Cash Proceeds constituting insurance proceeds from any casualty or business interruption insurance policy of any Loan Party), to acquire (or make Capital Expenditures to finance the acquisition, repair, improvement or construction of), to the extent otherwise permitted hereunder,
 
 
28
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
property substantially similar to the property subject to such Sale or Property Loss Event or, if such Property Loss Event involves loss or damage to property, to repair such loss or damage.
 
“ Permitted SG&A Reimbursement Payment ” means, as of any SG&A Payment Determination Date, a payment in an aggregate amount equal to the SG&A Payment Amount; provided , however , that the determination of “Permitted SG&A Reimbursement Payment” in any given Fiscal Quarter and the related calculation of the SG&A Retention Amount for such Fiscal Quarter assumes that the weighted average of the number of Phase I Installed Digital Systems for each subject Fiscal Quarter is not less than 3,674, and, in the event that the weighted average of the number of Phase I Installed Digital Systems in service for a subject Fiscal Quarter is less than 3,674 (the amount by which such weighted average is less than 3,674 is called the “ excess system inactivity number ”), the SG&A Retention Amount will be increased by the product of (x) the excess system inactivity number times (y) $810 times the actual Annualized Phase I Screen Turnover Ratio for the most recent Fiscal Quarter then ended divided by (z) four (4).  For purposes of determining the weighted average of the number of Phase I Installed Digital Systems in service for each Fiscal Quarter, a Digital System shall not be considered to be a Phase I Installed Digital System if it has not been in service and has not generated rental revenues for at least forty five (45) consecutive days.
 
“ Person ” means any individual, corporation, limited liability company, partnership, limited partnership, joint venture, firm, association, trust, unincorporated organization, or other enterprise (whether or not legally formed) or any Governmental Authority.
 
“ Phase I Back-Up Servicer Agreement ” means the Back-Up Servicer Agreement, dated as of February 28, 2013, between Christie Digital Systems USA, Inc., as Phase I Digital Systems Back-Up Servicer and CDF1, or any replacement thereof on terms reasonably acceptable to Administrative Agent in its sole discretion.
 
“ Phase I Digital Cinema Deployment Agreement ” means a digital cinema deployment agreement between CDF1 and a Distributor and in a form and substance reasonably acceptable to the Administrative Agent.
 
“ Phase I Digital Systems Back-Up Servicer ” means Christie Digital Systems USA, Inc., a California corporation, or any qualified successor supplier or provider of maintenance and other services with respect to Installed Digital Systems acceptable to the Administrative Agent.  Barco, Inc. is an acceptable supplier or provider of maintenance and other services with respect to Installed Digital Systems.
 
“ Phase I Exhibitor Agreement ” means each master license agreement between a Subsidiary of the Parent and an Approved Exhibitor with an expiration date no earlier than December 31, 2020 with respect to the installation of Digital Systems in such Approved Exhibitor’s theaters.
 
“ Phase I Group ” means (i) the Borrower, (ii) Access, (iii) Christie, (iv) the other Group Members (as defined in the CDF1 Credit Agreement) and (v) any other Person with respect to which a majority of the economic and voting rights associated with such Person’s Voting Stock
 
 
29
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
is directly or indirectly owned by the Parent and which is involved in conducting the Phase I Servicing Business or receiving revenues from such Phase I Servicing Business, collectively.
 
“ Phase I Group Member ” means each Person that is a part of the Phase I Group, individually.
 
“ Phase I Installed Digital Systems ” means Digital Systems subject to a Phase I Exhibitor Agreement and a Phase I Service Agreement that are installed and fully operational or are generating rental revenues under the applicable Phase I Exhibitor Agreement.
 
“ Phase I MSA ” means that certain Amended and Restated Management Services Agreement, dated as of February 28, 2013, between the Parent, as manager, and CDF1 in form and substance satisfactory to the Administrative Agent in its sole discretion (including language satisfactory to the Administrative Agent in its sole discretion regarding servicer/manager replacement rights of the CDF1 Credit Agreement Administrative Agent pursuant to the Phase I MSA upon a “Change in Control” as defined therein) and under which the Parent, as manager, has agreed to provide certain management services and accounting, technical, operational, general and administrative services for the Phase I Group Members (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time); provided that, upon a Back-Up Servicer assuming the primary servicing responsibilities in accordance with such Amended and Restated Management Services Agreement, “Phase I MSA” shall mean the Phase I Back-Up Servicer Agreement.
 
“ Phase I Screen Turnover Ratio ” means, as of any period of determination, (a) the sum of (1) the total number (not the dollar amount) of VPFs that have been received in such period with respect to Phase I Installed Digital Systems and (2) 1.1 times the total number (not the dollar amount) of rental payments that have been received in such period with respect to Phase I Installed Digital Systems, divided by (b) the average Phase I Installed Digital Systems for such period determined on a basis consistent with the monthly report submitted to the CDF1 Credit Agreement Administrative Agent for December 31, 2012.
 
“ Phase I Service Agreement ” means each service agreement with a minimum 10 year term between an Approved Exhibitor and a Digital Systems Servicer (as defined in the CDF1 Credit Agreement) in connection with the installation of Digital Systems in such Approved Exhibitor’s theaters pursuant to a Phase I Exhibitor Agreement.
 
“ Phase I Servicing Business ” means the business, operations or activities (whether directly, through a joint venture, or otherwise) carried on by the Parent as of the Closing Date, consistent with the Phase I MSA, and the business, operations and activities reasonably related thereto.
 
“ Phase II Australia MSA ” means that certain Management Services Agreement, dated as of February 28, 2013, between Cinedigm Australia and the Borrower, as administrative servicer, in form and substance reasonably satisfactory to the Administrative Agent under which the Borrower, as administrative servicer, has agreed to provide certain management services and accounting, technical, operational, general and administrative services for Cinedigm Australia
 
 
30
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
“ Phase II Back-Up Servicer Agreement/SocGen MSA ” means any Back-Up Servicer Agreement between CDF2 and a Back-Up Servicer, or any replacement thereof on terms reasonably acceptable to Administrative Agent.
 
“ Phase II Caribbean MSA ” means that certain Management Services Agreement [Caribbean] dated as of February 28, 2013, between Access Phase 2 and the Borrower, as administrative servicer, in form and substance reasonably satisfactory to the Administrative Agent under which the Borrower, as administrative servicer, has agreed to provide certain management services and accounting, technical, operational, general and administrative services for Access Phase 2 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
“ Phase II Digital Cinema Deployment Agreement ” means a digital cinema deployment agreement related to the Phase 2 Rollout which agreement (a) is between (i) either (x) Access Phase 2 or (y) Access Phase 2 and the Parent, with rights assigned to CDF2 Holdings and then to CDF2, and (ii) a Distributor and (b) defines the terms governing VPFs to be made by such Distributor.
 
“ Phase II Digital Systems Servicer ” means Barco, Inc., NEC Corporation of America and/or Ballantyne Strong, Inc. or any qualified successor supplier or provider of maintenance and other services with respect to Installed Digital Systems reasonably acceptable to the Administrative Agent.
 
“ Phase II Exhibitor Agreement ” means each master license agreement between CDF2 Holdings and an Approved Exhibitor with a minimum 10-year term and otherwise in substantially the same form as Exhibit G to the CDF2 Credit Agreement (or with such modifications thereto as are acceptable to the Administrative Agent or, in the case of modifications to the definitions of “Existing Cineplexes” and “New Build Cineplexes” contained therein, and fees payable by the Approved Exhibitor, as are acceptable to the Administrative Agent in their respective sole discretion) providing for the placement of Digital Systems in such Approved Exhibitor’s theaters and contributed by CDF2 Holdings to CDF2 on terms and conditions and pursuant to documentation acceptable to the Administrative Agent.
 
“ Phase II Exhibitor/Buyer MSA ” means that certain Management Services Agreement [Exhibitor Buyer Program], dated as of February 28, 2013, between Access Phase 2 and the Borrower, as administrative servicer, in form and substance reasonably satisfactory to the Administrative Agent under which the Borrower, as administrative servicer, has agreed to provide certain management services and accounting, technical, operational, general and administrative services for Access Phase 2 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
“ Phase II Group ” means CDF2, CDF2 Holdings, Access Phase 2, Access B/AIX, Cinedigm Australia and any other Person with respect to which a majority of the economic and voting rights associated with such Person’s Voting Stock is directly or indirectly owned by the
 
 
31
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Parent and which is involved in conducting the Phase II Servicing Business or receiving revenues from such Phase II Servicing Business, collectively.
 
“ Phase II Group Member ” means each Person that is a part of the Phase II Group, individually.
 
“ Phase II Installed Digital System ” means installed and fully operational Digital Systems subject to a Phase II Exhibitor Agreement and a Phase II Service Agreement and in respect of which CDF2 Holdings or CDF2 has delivered a Certificate of Acceptance (as defined in the CDF2 Credit Agreement).  For purposes hereof, Digital Systems subject to arrangements with an Approved Exhibitor party to a Phase II Exhibitor Agreement permitting such Approved Exhibitor to use its internal service technicians to perform installation and maintenance on such Digital Systems shall be deemed to be subject to a Phase II Service Agreement for purposes of this definition provided that (a) such internal service technicians are determined by CDF2 Holdings or CDF2 in good faith to be qualified to perform such services and (b) such Phase II Exhibitor Agreement shall (i) detail the material terms and conditions of such arrangements, (ii) permit CDF2 Holdings or CDF2 to engage a Phase II Digital Systems Servicer at such Approved Exhibitor’s expense to restore systems in the event of a failure of the Digital Systems serviced by such internal service technicians that is not remedied within 48 hours and (iii) permit CDF2 Holdings or CDF2 to require the execution of a Phase II Service Agreement with a Phase II Digital Systems Servicer within 90 days in the event that the Digital Systems serviced by such internal service technicians experience failure at a materially higher rate than Digital Systems maintained with such Approved Exhibitor pursuant to Phase II Service Agreements with Phase II Digital Systems Servicers, in each case on terms reasonably acceptable to the Administrative Agent.
 
“ Phase II KBC MSA ” means that certain Amended and Restated Management Services Agreement, dated as of February 28, 2013, by and between Access B/AIX and the Borrower, as administrative servicer, in form and substance reasonably satisfactory to the Administrative Agent and under which the Borrower, as administrative servicer, has agreed to provide certain management services and accounting, technical, operational, general and administrative services for Access B/AIX (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
“ Phase II Material Exhibitor Agreement ” has the meaning set forth in Section 9.01(l) .
 
“ Phase 2 Rollout ” means the rollout by the Parent or its Subsidiaries of Digital Systems financed under the CDF2 Credit Agreement and the CHG Lease Facility during the Availability Period (as such term is defined in the CDF2 Credit Agreement).
 
“ Phase II Service Agreement ” means each service agreement with a minimum ten (10) year term and otherwise in substantially the form of Exhibit H to the CDF2 Credit Agreement (or with such modifications thereto as are reasonably acceptable to the Administrative Agent) between an Approved Exhibitor and a Phase II Digital Systems Servicer in connection with the installation of Digital Systems in such Approved Exhibitor’s theaters pursuant to a Phase II Exhibitor Agreement.
 
 
32
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Phase II Servicing Business ” means the business, operations or activities (whether directly, through a joint venture, or otherwise) carried on by Access Phase 2 and the other Phase II Group Members as of the Closing Date and any future Phase II Group Members, consistent with the Phase II Australia MSA, the Phase II Caribbean MSA, the Phase II Exhibitor/Buyer MSA, the Phase II KBC MSA and the Phase II SocGen MSA, and the business, operations and activities reasonably related thereto.
 
“ Phase II SocGen MSA ” means that certain Management Services Agreement, dated as of October 18, 2011, by and among CDF2, CDF2 Holdings and the Parent, as administrative servicer, in form and substance reasonably satisfactory to the Administrative Agent and under which the Parent, as administrative servicer, has agreed to provide certain management services and accounting, technical, operational, general and administrative services for CDF2 and CDF2 Holdings (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time); provided that, upon a Back-Up Servicer assuming the primary servicing responsibilities in accordance with such Phase II SocGen MSA, “Phase II SocGen MSA” shall mean the applicable Phase II Back-Up Servicer Agreement/SocGen MSA.
 
“ PIK Amount ” has the meaning set forth in Section 2.05(b) .
 
“ PIK Interest ” has the meaning set forth in Section 2.05(b) .
 
“ PIK Rate ” means two and one half of one percent (2.50%) per annum.
 
“ Plan ” means any Multiemployer Plan or any “employee benefit plan,” as defined in Section 3 of ERISA subject to Title IV of ERISA, Section 412 of the Code or Sections 302 or 303 of ERISA, sponsored, maintained or contributed to by any Loan Party, Subsidiary of a Loan Party or any ERISA Affiliate (or to which any Loan Party, Subsidiary of a Loan Party or any ERISA Affiliate has or may have an obligation to contribute or to make payments), and each such plan for the five-year period immediately following the latest date on which any Loan Party, Subsidiary of a Loan Party or any ERISA Affiliate maintained, contributed to or had an obligation to contribute to (or is deemed under Sections 4069 or 4212(c) of ERISA to have maintained or contributed to or to have had an obligation to contribute to, or otherwise to have liability with respect to) such plan.
 
“ Pledged Stock ” has the meaning given to such term in the Security Agreement and in the Limited Recourse Pledge Agreement, respectively.
 
“ Powers of Attorney ” means, collectively, (x) the Limited Power of Attorney executed and delivered by the Borrower on the Closing Date, (y) the Limited Power of Attorney executed and delivered by the Parent on the Closing Date and (z) any Limited Power of Attorney executed and delivered by CDF1 after a Triggering Event in the form attached as Annex 4 to the Security Agreement, in each case, in relation to the Replacement Phase I MSA.
 
“ Prepayment Premium ” means, with respect to any payment or redemption permitted under Section 4.01 or required under Section 4.02 (other than (x) voluntary prepayments under Section 4.01(b) , (y) mandatory prepayments pursuant to Section 4.02(a)(iii) in respect of Excess Cash Flow and (z) a repayment of the Obligations on the Maturity Date):  (i) 5.00% of the principal amount (including any PIK Amount) so prepaid or redeemed if such prepayment or
 
 
33
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
redemption occurs at any time after the second anniversary of the Closing Date and prior to the third anniversary of the Closing Date; (ii) 4.00% of the principal amount (including any PIK Amount) so prepaid or redeemed if such prepayment or redemption occurs on or at any time after the third anniversary of the Closing Date and prior to the fourth anniversary of the Closing Date; (iii) 3.00% of the principal amount (including any PIK Amount) so prepaid or redeemed if prepayment or redemption occurs on or at any time after the fourth anniversary of the Closing Date and prior to the fifth anniversary of the Closing Date; (iv) 2.00% of the principal amount (including any PIK Amount) so prepaid or redeemed if prepayment or redemption occurs on or at any time after the fifth anniversary of the Closing Date and prior to the sixth anniversary of the Closing Date; (v) 1.00% of the principal amount (including any PIK Amount) so prepaid or redeemed if prepayment or redemption occurs on or at any time after the sixth anniversary of the Closing Date and prior to the seventh anniversary of the Closing Date; and (vi) 0.00% of the principal amount (including any PIK Amount) so prepaid or redeemed if such prepayment or redemption occurs on or at any time after the seventh anniversary of the Closing Date.
 
“ Projections ” means financial estimates, forecasts, models, projections, other forward-looking information and underlying assumptions relating to any of the foregoing, concerning the Parent and/or its Subsidiaries, that have been or are hereafter made available to the Administrative Agent or a Lender by or on behalf of a Loan Party, including the Initial Projections and each Budget provided in accordance with Section 7.01(f) .
 
“ Property Loss Event ” means, with respect to any property of any Loan Party or any of its Subsidiaries, any loss of or damage to such property or any taking of such property or condemnation thereof.
 
“ Prospect ” has the meaning set forth in the preamble to this Agreement.
 
“ Quality of Earnings Report ” means a Quality of Earnings report addressed to Prospect by McGladrey LLP in form and substance satisfactory to the Administrative Agent.
 
“ Rating Agencies ” has the meaning set forth in Section 11.08 .
 
“ Real Property ” means, with respect to any Person, all right, title and interest of such Person (including, without limitation, any leasehold estate) in and to a parcel of real property owned, leased or operated by such Person together with, in each case, all improvements and appurtenant fixtures, equipment, personal property, easements and other property and rights incidental to the ownership, lease or operation thereof.
 
“ Recipient ” means (a) the Administrative Agent, (b) the Collateral Agent, and (c) any Lender, as applicable.
 
“ Register ” has the meaning set forth in Section 11.06(b)(iv) .
 
“ Reinvestment Prepayment Amount ” means, with respect to any Net Cash Proceeds received from any Sale of property (other than Sales of property permitted under clauses (a)(i), (a)(ii), (a)(iii)(x) and (a)(iv) or (b)(i), (b)(ii), (b)(iii)(x) and (b)(iv) of Section 8.04 ) or Property Loss Event (including Net Cash Proceeds constituting insurance proceeds from any casualty or business interruption insurance policy of any “Group Member” (as defined in the CDF1 Credit
 
 
34
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Agreement) or any “Group Member” (as defined in the CDF2 Credit Agreement)), the amount of such Net Cash Proceeds less (a) Permitted Reinvestments made by a “Group Member” (as defined in the CDF1 Credit Agreement) or a “Group Member” (as defined in the CDF2 Credit Agreement) using such Net Cash Proceeds prior to the Reinvestment Prepayment Date relating to such Net Cash Proceeds, (b) Permitted Reinvestments required to be made by any “Group Member” (as defined in the CDF1 Credit Agreement) or any “Group Member” (as defined in the CDF2 Credit Agreement) from such Net Cash Proceeds as a result of a Contractual Obligation entered into prior to such Reinvestment Prepayment Date with any Person that is not an Affiliate of any “Group Member” (as defined in the CDF1 Credit Agreement) or any “Group Member” (as defined in the CDF2 Credit Agreement), and (c) amounts prepaid under either the CDF1 Credit Agreement or the CDF2 Credit Agreement, as applicable, with respect to any Net Cash Proceeds.
 
“ Reinvestment Prepayment Date ” means, with respect to any portion of Net Cash Proceeds of any Sale of property (other than Sales of property permitted under clauses (a)(i), (a)(ii), (a)(iii)(x) and (a)(iv) or (b)(i), (b)(ii), (b)(iii)(x) and (b)(iv) of Section 8.04 ) or Property Loss Event (including Net Cash Proceeds constituting insurance proceeds from any casualty or business interruption insurance policy of any “Group Member” (as defined in the CDF1 Credit Agreement) or any “Group Member” (as defined in the CDF2 Credit Agreement)), the earlier of (a) the 180 th day after the completion of the portion of such Sale or Property Loss Event corresponding to such Net Cash Proceeds, and (b) the date that is five (5) Business Days after the date on which the Borrower shall have notified the Administrative Agent of the Borrower’s determination not to make Permitted Reinvestments with such Net Cash Proceeds.
 
“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents, trustees, advisors of such Person and any Person that possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.
 
“ Release ” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.
 
“ Remedial Action ” means all actions required to (a) clean up, remove, treat or in any other way address any Hazardous Material in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Material.
 
“ Replacement Phase I MSA ” means, that certain Second Amended and Restated Management Services Agreement, to be entered into among the Parent, as original manager, the Borrower, as manager, and CDF1 in the form of the attached Exhibit Q .
 
“ Required Lenders ” means, at any time, Lenders holding more than 50% of the aggregate outstanding principal amount of the Term Loans at such time.
 
 
35
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Required Notional Amount ” means the notional amount of the aggregate principal amount of the Term Loans for the periods set forth in the grid below:
 
Start of Period
 
End of Period
 
 
Notional Amount
 
 
June 30, 2014
September 30, 2014
  $ 68,345,089  
October 1, 2014
December 31, 2014
  $ 67,595,723  
January 1, 2015
March 31, 2015
  $ 66,727,334  
April 1, 2015
June 30, 2015
  $ 66,218,985  
July 1, 2015
September 30, 2015
  $ 65,427,676  
October 1, 2015
December 31, 2015
  $ 64,496,017  
January 1, 2016
March 31, 2016
  $ 63,516,627  
April 1, 2016
June 30, 2016
  $ 62,916,901  
July 1, 2016
September 30, 2016
  $ 62,116,133  
October 1, 2016
December 31, 2016
  $ 61,269,144  
January 1, 2017
March 31, 2017
  $ 48,506,810  
April 1, 2017
June 30, 2017
  $ 41,807,393  
July 1, 2017
September 30, 2017
  $ 36,558,182  
October 1, 2017
December 31, 2017
  $ 31,531,261  
January 1, 2018
March 31, 2018
  $ 27,410,660  
 
“ Restricted Payment ” means (a) any dividend, return of capital or any other payment or Sale of property for less than fair market value, whether direct or indirect (including through the use of Hedging Agreements, the making, repayment, cancellation or forgiveness of Indebtedness and similar Contractual Obligations) and whether in cash, Securities or other property, on account of any Stock or Stock Equivalent of the Borrower, the other Loan Parties or any of their respective Subsidiaries, in each case now or hereafter outstanding, including with respect to a claim for rescission of a Sale of such Stock or Stock Equivalent and (b) any redemption, retirement, termination, defeasance, cancellation, purchase or other acquisition for value, whether direct or indirect (including through the use of Hedging Agreements, the making, repayment, cancellation or forgiveness of Indebtedness and similar Contractual Obligations), of any Stock or Stock Equivalent of any Loan Party or of any direct or indirect parent entity of the
 
 
36
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Borrower, now or hereafter outstanding, and any payment or other transfer setting aside funds for any such redemption, retirement, termination, cancellation, purchase or other acquisition, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise.
 
“ S&P ” means Standard & Poor’s Ratings Services or any successor by merger or consolidation to its business.
 
“ Sale and Leaseback Transaction ” means, with respect to any Person (the “ obligor ”), any Contractual Obligation or other arrangement with any other Person (the “ counterparty ”) consisting of a lease by such obligor of any property that, directly or indirectly, has been or is to be Sold by the obligor to such counterparty or to any other Person to whom funds have been advanced by such counterparty based on a Lien on, or an assignment of, such property or any obligations of such obligor under such lease.
 
“ SEC ” means the Securities and Exchange Commission and any Governmental Authority succeeding to some or all of the functions thereof.
 
“ Secured Hedging Counterparty ” means (a) the Administrative Agent, (b) any other Person (other than the Parent or any Group Member) that entered into a Hedging Agreement with the Borrower at a time when such Person was a Lender or an Affiliate of a Lender or (c) any other Person (other than the Parent or any Group Member) acceptable to the Administrative Agent in its reasonable discretion.
 
“ Secured Hedging Documents ” means, collectively, any Hedging Agreement that (a) is entered into by the Borrower and any Secured Hedging Counterparty therefor, (b) in the case of any Secured Hedging Counterparty that is not (i) an Agent or (ii) an Affiliate of an Agent, is expressly identified as being a “Secured Hedging Document” hereunder in a joint notice from the Borrower and such Secured Hedging Counterparty delivered to the Administrative Agent reasonably promptly after the execution of such Hedging Agreement and (c) meets the requirements of Section 7.17 .
 
“ Secured Hedging Obligation ” means any obligation of the Borrower to make payments to any Secured Hedging Counterparty under any Secured Hedging Documents to which such Secured Hedging Counterparty is a party.
 
“ Secured Parties ” means, collectively, (a) the Lenders, (b) the Agents, (c) the beneficiaries of each indemnification obligation undertaken by any Loan Party under the Loan Documents, (d) any successors, endorsees, transferees and assigns of each of the foregoing permitted under the Loan Documents, and (e) any other holder of any Secured Obligation (as defined in the Security Agreement).
 
“ Security ” means all Stock, Stock Equivalents, voting trust certificates, bonds, debentures, instruments and other evidence of Indebtedness, whether or not secured, convertible or subordinated, all certificates of interest, share or participation in, all certificates for the acquisition of, and all warrants, options and other rights to acquire, any Security.
 
 
37
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Security Agreement ” means a Guaranty, Pledge and Security Agreement among each Loan Party and the Collateral Agent for the benefit of the Secured Parties, substantially in the form of Exhibit R .
 
“ Security Documents ” means, collectively, the Security Agreement, the Limited Recourse Pledge Agreement, each Mortgage, each Account Control Agreement, the Patent Security Agreements, the Trademark Security Agreements, the Copyright Security Agreements, the MSA Assignments, each Assignment of IP License, the Foreign Security Documents, the Powers of Attorney, and each other instrument or document executed and delivered pursuant to Sections 7.08 , 7.09 , 7.11 , 7.12 or 7.13 or pursuant to any of the Security Documents to guarantee or secure any of the Obligations.
 
“ Sell ” means, with respect to any property of any Person, to sell, convey, transfer, assign, license, lease or otherwise dispose of, any interest therein or to permit any other Person to acquire any such interest, including, in each case, through an operating lease, Capital Lease, Sale and Leaseback Transaction or through a sale, factoring at maturity, collection of or other disposal, with or without recourse, of any notes or accounts receivable.  Conjugated forms thereof and the noun “ Sale ” have correlative meanings.
 
“ Service Agreement ” means either a Phase I Service Agreement or a Phase II Service Agreement, as applicable and as the context requires, and “ Service Agreements ” means all of the Phase I Service Agreements and Phase II Service Agreements, collectively.
 
“ Servicing Budget SG&A ” means the following quarterly costs budget (it being agreed that references below to Fiscal Years refer to the calendar year in which such Fiscal Year ends), provided that the Servicing Budget SG&A may be increased with the prior written consent of the Administrative Agent:
 
Fiscal Year
Quarterly Budgeted Cost
Each Fiscal Quarter in Fiscal Year 2014
* **
Each Fiscal Quarter in Fiscal Year 2015
* **
Each Fiscal Quarter in Fiscal Year 2016
* **
Each Fiscal Quarter in Fiscal Year 2017
* **
Each Fiscal Quarter in Fiscal Year 2018
* **
Each Fiscal Quarter in Fiscal Year 2019
* **
Each Fiscal Quarter in Fiscal Year 2020
* **
Each Fiscal Quarter in Fiscal Year 2021
* **

 
***     CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMISSIONS.
 
 
 
38
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Servicing Business ” means, collectively, the Phase I Servicing Business and the Phase II Servicing Business.
 
“ Servicing Excess Cash Flow ” means, as of each Payment Date, an amount equal to the aggregate amount of Servicing Fees and Incentive Servicing Fees paid to the Borrower (whether directly or by assignment) in accordance with each Management Service Agreement and each MSA Assignment, minus the sum of (x) Operating Costs, and (y) Permitted SG&A Reimbursement Payments.
 
“ Servicing Fees ” has the meaning set forth in each of the Management Services Agreements.
 
“ SG&A Payment Amount ” means, as of any SG&A Payment Determination Date, the difference between the applicable Servicing Budgeted SG&A and the applicable SG&A Retention Amount.
 
“ SG&A Payment Determination Date ” means for each Fiscal Quarter commencing with the Fiscal Quarter beginning April 1, 2013, the date that is fifteen (15) days after the end of such Fiscal Quarter.
 
“ SG&A Retention Amount ” means an amount equal to the resulting amount from the calculations described in clauses (A) and (B) below; provided that, with respect to any Fiscal Year, the aggregate SG&A Retention Amount shall not exceed $1,500,000:
 
 
A.
if the Annualized Phase I Screen Turnover Ratio for the trailing six (6) month period ended as of the end of the applicable Fiscal Quarter were greater than the applicable screen turn requirement set forth in the grid immediately below,
 
  
   Fiscal
   Quarter
First
Quarter
Screen Turn
Requirement
Second
Quarter
Screen Turn
Requirement
Third
Quarter
Screen Turn
Requirement
 
Fourth
Quarter
Screen Turn
Requirement
 
   6-month
   Annualized
   S creen Turn
 
* **
* **
* **
* **
 
then the “SG&A Retention Amount” shall be an amount equal to seven and one half percent (7.50%) of the Servicing Budgeted SG&A accrued in the applicable Fiscal Quarter; and
 
 
B.
if the Annualized Phase I Screen Turnover Ratio for the trailing six (6) month period ended as of the end of the applicable Fiscal Quarter were equal to or less than the applicable screen turn requirement set forth in the grid immediately below,
 
 
***     CONFIDENTIAL PORTIONAS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMISSIONS.
 
 
39
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
  
   Fiscal
   Quarter
First
Quarter
Screen Turn
Requirement
Second
Quarter
Screen Turn
Requirement
Third
Quarter
Screen Turn
Requirement
 
Fourth
Quarter
Screen Turn
Requirement
 
   6-month
   Annualized
   S creen Turn
 
* **
* **
* **
* **
 
then the “SG&A Retention Amount” shall be an amount equal to the sum of (I) the amount calculated in clause (A) above and (II) an amount equal to the Servicing Budgeted SG&A for the applicable Fiscal Quarter times the product of (i) 11.0 times (ii) one (1) minus the ratio of (x) the Annualized Phase I Screen Turnover Ratio for the trailing six (6) month period ended on the last day of such Fiscal Quarter divided by (y) the applicable six (6) month Annualized screen turn requirement for that Fiscal Quarter (as set forth in the grid above);
 
provided , that the calculation of the “SG&A Retention Amount” shall be subject at all times to the proviso in the definition of “Permitted SG&A Reimbursement Payment”.
 
“ Solvency Certificate ” means a solvency certificate duly executed and delivered by the chief financial officer of the Borrower to the Administrative Agent, in form and substance satisfactory to the Administrative Agent.
 
“ Solvent ” means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature and (c) such Person does not have unreasonably small capital.  In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
 
“ Stock ” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, ordinary shares, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.
 
“ Stock Equivalents ” means all securities convertible into or exchangeable for Stock or any other Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.
 
“ Structuring Fee Letter ” means the structuring fee letter dated February 28, 2013 between the Borrower and Prospect (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
 
***     CONFIDENTIAL PORTIONAS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMISSIONS.
 
 
40
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Subsidiary ” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than 50% of the outstanding Voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries of such Person.
 
“ Taxes ” and “ taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
 
“ Tax Affiliate ” means, (a) the Borrower and its Subsidiaries and (b) any Affiliate of the Borrower with which the Borrower, or the Parent, on behalf of the Borrower, files or is eligible to file consolidated, combined or unitary tax returns.
 
“ Tax Consolidation Documents ” means, collectively, any and all documents and agreements executed by the Parent and/or any Phase I Group Members pursuant to which the Parent will consolidate Access and its Subsidiaries for U.S. Tax purposes and indemnify the Borrower from U.S. Federal and U.S. State Tax payment obligations for so long as any Obligations remain outstanding, in each case, in form and substance satisfactory to the Administrative Agent in its sole discretion.
 
“ Tax Return ” has the meaning set forth in Section 6.10 .
 
“ Term Loan ” has the meaning set forth in Section 2.01(a) , and “ Loan ” shall have the correlative meaning.
 
“ Term Loan Commitment ” means, in the case of each Lender that is a Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule 1 as such Lender’s “Term Loan Commitment”, as the same may be changed from time to time pursuant to the terms hereof.
 
“ Testing Date ” has the meaning set forth in Section 4.07 .
 
“ Title IV Plan ” means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.
 
“ Total Credit Exposure ” means, as of any date of determination (a) with respect to each Lender, the outstanding principal amount of such Lender’s Term Loans and (b) with respect to all Lenders, the aggregate outstanding principal amount of all Term Loans.
 
“ Total Term Loan Commitment ” means the sum of all Lenders’ Term Loan Commitments, which as of the Closing Date is as set forth on Schedule 1 .
 
“ Trade Secrets ” means all right, title and interest (and all related IP Ancillary Rights) arising under any Applicable Law in or relating to trade secrets.
 
“ Trademarks ” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Applicable Law in or relating to trademarks, trade names, corporate names,
 
 
41
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof and all applications in connection therewith.
 
“ Trademark Security Agreements ” means, collectively, the Trademark Security Agreement entered into by Access on the Closing Date, and any Trademark Security Agreements made in favor of Collateral Agent by a Loan Party entered into after the Closing Date (as required by the Agreement or any other Loan Document).
 
“ UCC ” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in the State of New York.
 
“ Unasserted Contingent Obligations ” has the meaning given to such term in the Security Agreement.
 
“ U.S. ” and “ United States ” means the United States of America.
 
“ U.S. Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.
 
“ U.S. Tax Compliance Certificate ” has the meaning set forth in Section 4.04(e)(ii)(B)(y) .
 
“ Voting Stock ” means Stock of any Person having ordinary power to vote in the election of members of the Board, managers, trustees or other controlling Persons, of such Person (irrespective of whether, at the time, Stock of any other class or classes of such entity shall have or might have voting power by reason of the occurrence of any contingency).
 
“ VPF ” means a virtual print fee payment owing to CDF1 or a Phase II Group Member, as applicable, from (a) a Distributor pursuant to a Digital Cinema Deployment Agreement or (b) a Non-Participating Distributor.
 
“ Wholly Owned Subsidiary ” of any Person means any Subsidiary of such Person, all of the Stock of which (other than nominal holdings and director’s qualifying shares) is owned by such Person, either directly or through one or more Wholly Owned Subsidiaries of such Person.
 
“ Withdrawal Liability ” means, at any time, any liability incurred (whether or not assessed) by any ERISA Affiliate and not yet satisfied or paid in full at such time with respect to any Multiemployer Plan pursuant to Section 4201 of ERISA.
 
“ Withholding Agent ” means any Loan Party and the Administrative Agent.
 
“ Work Letter ” means that certain work letter, dated February 1, 2013, between the Parent and Prospect (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).
 
 
42
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SE CTI ON 1.02             Other Interpretive Provisions .  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
 
(a)           The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.
 
(b)           The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.
 
(c)           Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.
 
(d)           The term “including” is by way of example and not limitation.
 
(e)           The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.
 
(f)            In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.
 
(g)           Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
 
SE CTIO N 1.03            Accounting Terms and Principles .  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Initial Financial Statements, except as otherwise specifically prescribed herein.  No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Parent or any of its Subsidiaries shall be given effect for purposes of measuring compliance with any provision hereunder, or otherwise in this Agreement unless the Borrower, the Administrative Agent and the Required Lenders agree in writing to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP.
 
SEC TION 1.04             Rounding .  Any ratios required to be calculated or to be maintained or complied with by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
 
 
43
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SE C TION 1.05             References to Agreements, Laws, etc.   Unless otherwise expressly provided herein, (a) references to Constituent Documents, agreements (including this Agreement and each of the other Loan Documents) and other Contractual Obligations shall be deemed to include all subsequent amendments, restatements, amendment and restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendment and restatements, extensions, supplements and other modifications are permitted by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.
 
SE C TION 1.06             Times of Day .  Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight saving or standard, as then applicable).
 
SE C TION 1.07             Timing of Payment of Performance .  Except as otherwise expressly set forth herein, when the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day.
 
SECTION 1 .08             Corporate Terminology .  Any reference to officers, shareholders, stock, shares, directors, boards of directors, corporate authority, articles of incorporation, bylaws or any other such references to matters relating to a corporation made herein or in any other Loan Document with respect to a Person that is not a corporation means and shall be references to the comparable terms used with respect to such Person.
 
ARTIC LE II
 
AMOUNT AND TERMS OF CREDIT FACILITIES
 
SECTION 2.01              Term Loans .
 
(a)           Subject to and upon the terms and conditions set forth herein, each Lender agrees, severally and not jointly, to make a loan or loans (each, a “ Term Loan ,” and collectively, the “ Term Loans ”) to the Borrower on the Closing Date in an amount equal to such Lender’s Term Loan Commitment.  All such Term Loans in the aggregate shall not exceed the Total Term Loan Commitment.  Such Term Loans may be repaid or prepaid in accordance with the terms and conditions hereof, but once repaid or prepaid may not be re-borrowed.
 
(b)           Each Lender may, at its option, make any Term Loan in its entirety by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided , that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms hereof and (ii) in exercising such option, such Lender shall use reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it, and in the event of any Lender request for costs for which compensation is provided under this Agreement, the provisions of Section 2.06 shall apply).
 
 
44
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SEC TION 2.02              Disbursement of Funds .
 
(a)           Each Lender will make available its pro rata portion of the Term Loan in the manner provided below by no later than 2:00 p.m. on the Closing Date.
 
(b)           Each Lender shall make available to the Administrative Agent in immediately available funds, in Dollars, all amounts such Lender is to fund to the Borrower, and, following receipt thereof in an account designated by the Administrative Agent, the Administrative Agent will make available to the Borrower in immediately available funds, in Dollars, the aggregate of the amounts so made available, by remitting such aggregate amount to an account designated by the Borrower in writing to the Administrative Agent.  The failure of any Lender to make available the amounts it is to fund to the Borrower hereunder or to make a payment required to be made by it under any Loan Document shall not relieve any other Lender of its obligations under any Loan Document, but no Lender shall be responsible for the failure of any other Lender to make any payment required to be made by such other Lender under any Loan Document.
 
(c)           Nothing in this Section 2.02  shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).
 
S ECTION 2.03              Payment of Term Loans; Notes .
 
(a)           The Borrower agrees to pay to the Administrative Agent, for the benefit of the Lenders, on the Maturity Date, the principal amount of the Term Loans then outstanding, together with all accrued interest thereon.
 
(b)           Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to the appropriate lending office of such Lender resulting from each Term Loan made by such lending office of such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement.
 
(c)           The Borrower shall execute and deliver to the Administrative Agent on the Closing Date one or more Notes payable to each Lender which in the aggregate equal the amount of such Lender’s Term Loan Commitment.  If Prospect’s Term Loan Commitment is less than $22,500,000, such Term Loan Commitment shall be reflected in a single Note.  If Prospect’s Term Loan Commitment exceeds $22,500,000, such Term Loan Commitment shall be reflected in one Note for $22,500,000 and additional Notes in increments of $7,500,000, or any remainder amount if less than $7,500,000.
 
(d)           Any Lender may exchange its Note(s) for, and promptly following a written request from such Lender, the Borrower shall issue, one or more replacement Notes in an aggregate principal amount equal to the principal amount of the Note(s) being replaced, in such smaller or larger denominations as such Lender may request.
 
 
45
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(e)           The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note(s) (or on any continuation of such grid), which notations, if made, shall absent manifest error be prima facie evidence of, among other things, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to, the Term Loans evidenced thereby; provided , that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of any Loan Party.  The Administrative Agent shall maintain the Register pursuant to Section 11.06(b)(iv) , with a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Term Loan made hereunder   and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent from the Borrower and each Lender’s share thereof.
 
(f)           The entries made in the Register and accounts and subaccounts maintained pursuant to Section 2.03(b) and (e) shall, to the extent permitted by Applicable Law, absent manifest error be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein; provided , that the failure of any Lender or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Term Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
 
SE CT ION 2.04             Pro Rata Borrowings .  Each borrowing of Term Loans under this Agreement shall be granted by the Lenders pro rata on the basis of their then-applicable Term Loan Commitments.  No Lender shall be responsible for any default by any other Lender in its obligation to make Term Loans hereunder, and each Lender shall be obligated to make the Term Loans provided to be made by it hereunder regardless of the failure of any other Lender to fulfill its commitments hereunder.
 
SEC TIO N 2.05              Interest .
 
(a)           The unpaid principal amount of each Term Loan shall accrue interest from the date of the borrowing thereof to but excluding the date of any repayment in full thereof, at a rate equal to the sum of:
 
(i)             the greater of (x) the Fixed Rate and (y) the LIBOR Rate in effect hereunder from time to time plus the Margin; plus
 
(ii)            the PIK Rate.
 
(b)           On each Interest Payment Date, (i) interest accrued on the Term Loans under Section 2.05(a)(i) shall be payable in cash in arrears, and (ii) interest accrued on the Term Loans under Section 2.05(a)(ii) (the “ PIK Amount ”) shall automatically be added to the principal amount of the Term Loans and shall thereafter constitute principal for all purposes of this Agreement (such amounts, inclusive of all PIK Amounts, the “ PIK Interest ”).  The principal amount of the Term Loans increased by the addition of any PIK Amount may be evidenced in
 
 
46
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
writing only by the Administrative Agent, which writing shall be deemed to be correct absent manifest error.  Notwithstanding the foregoing, on each Interest Payment Date after the date of the Discharge of the CDF1 Credit Agreement Obligations, all interest accrued on the Term Loans under Sections 2.05(a)(i) and (a)(ii) above shall be payable in cash in arrears.
 
(c)           From and after the occurrence and during the continuance of any Event of Default, upon written notice by the Administrative Agent to the Borrower (which notice may be given in the sole discretion of the Administrative Agent and which in any event shall be given at the direction of the Required Lenders), the Borrower shall pay interest on the principal amount of all Term Loans and all other unpaid Obligations, to the extent permitted by Applicable Law, at the rate described in Section 2.05(a) plus two percentage points (2%) per annum (such interest accrued solely as a result of such excess rate of interest, the “ Accrued Default Interest ”).  All such interest shall be payable in cash on demand and shall apply from the date of occurrence and during the continuance of such Event of Default.
 
(d)           All computations of interest hereunder shall be made in accordance with Section 4.06 .
 
(e)           The Administrative Agent, upon determining the interest rate for any borrowing of Term Loans, shall promptly notify the Borrower and the Lenders thereof.  Each such determination shall be final and conclusive and binding on all parties hereto absent manifest error.
 
SE CTI ON 2.06              Increased Costs, Illegality, etc .
 
(a)           In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, in each case, shall have determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto):
 
(i)            on any date for determining the LIBOR Rate for any Interest Period that (A) deposits in the principal amounts of the Term Loans comprising any Term Loan are not generally available in the relevant market or (B) by reason of any changes arising on or after the Closing Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR Rate; or
 
(ii)           at any time after the later of the Closing Date and the date such Person became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Term Loans, including costs arising from Taxes (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (z) Connection Income Taxes) with respect to such Term Loans because of (A) any change since the later of the Closing Date and the date such Person became a Lender in any Applicable Law (or in the interpretation or administration thereof and including the introduction of any new Applicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (B) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such market; or
 
 
47
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(iii)          at any time after the later of the Closing Date and the date such Person became a Lender hereunder, that the making or continuance of any Term Loan has become unlawful by compliance by such Lender in good faith with any Applicable Law (or would conflict with any such Applicable Law), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank Eurodollar market,
 
then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice to the Borrower and the Administrative Agent of such determination, which notice the Administrative Agent shall promptly transmit to each of the Lenders.  Thereafter (A) in the case of clause (i) above, Term Loans shall no longer be available at the LIBOR Rate and shall accrue interest at the Fixed Rate until such time as the Administrative Agent notifies the Borrower, the Collateral Agent and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when it becomes aware that such circumstances no longer exist), (B) in the case of clause (ii) above, the Borrower shall pay to such Lender, within ten (10) Business Days after receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (C) in the case of clause (iii) above, the Borrower shall take the actions specified by Applicable Law as promptly as possible and, in any event, within the time period required by Applicable Law.  Notwithstanding anything herein to the contrary, the Borrower shall not be required to pay additional amounts to any Lender pursuant to clause (ii) above (regardless of the form) that were incurred more than one hundred and twenty (120) days prior to the giving of the notice pursuant to said clause (ii ).
 
(b)           If, after the later of the Closing Date and the date such Person became a Lender hereunder, the adoption of any Law (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith regardless of the date enacted, adopted or issued) regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within fifteen (15) Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction; provided , however , that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with,
 
 
48
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
or pursuant to any request or directive to comply with, any such Applicable Law as in effect on the Closing Date or the later date on which it becomes a Lender, as the case may be.  Each Lender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.06(b) , will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts.  The failure or delay to give any such notice with respect to a particular event shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.06(b) for amounts accrued or incurred prior to the date that such notice with respect to such event is actually given.  Notwithstanding anything herein to the contrary, the Borrower shall not be required to pay additional amounts to any Lender pursuant to this Section 2.06(b) that were incurred more than one hundred and twenty (120) days prior to the giving of the notice pursuant to this Section 2.06(b) .
 
SEC TION 2.07             Compensation .  If (a) any payment of principal of a Term Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Term Loan as a result of a payment pursuant to Sections 4.01 or 4.02  (other than pursuant to Section 4.01(b) or Section 4.02(a)(iii)) , as a result of acceleration of the maturity of the Term Loans pursuant to Article IX or for any other reason, or (b) any prepayment of principal of a Term Loan is not made as a result of a withdrawn notice of prepayment pursuant to Sections 4.01 or 4.02 , the Borrower shall within five (5) Business Days after receipt of a written request by such Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that such Lender may reasonably incur as a result of such payment or failure to prepay, including any loss, cost or expense (excluding loss of anticipated profits) actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Term Loan.
 
SE CTION 2.08             Change of Lending Office .  Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.06(a)(ii) , 2.06(a)(iii) , or 4.04 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Term Loans affected by such event if, in the judgment of such Lender, such designation will eliminate or reduce amounts payable pursuant to Sections 2.06(a)(ii) , 2.06(a)(iii) or 4.04 , as the case may be, in the future; provided, that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage or unreimbursed costs, with the object of avoiding the consequence of the event giving rise to the operation of any such Section.  Nothing in this Section 2.08 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.06 or 4.04 .
 
AR TICL E III
 
FEES AND COMMITMENT TERMINATIONS
 
SEC TIO N 3.01              Fees .
 
 
49
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(a)           The Borrower agrees to pay to the Administrative Agent the fees and other Obligations set forth in the Structuring Fee Letter and the Work Letter.
 
(b)           Except as set forth in the immediately following sentence, upon any prepayment in whole or in part of the Term Loans and whether before, during or after acceleration of the Term Loans and/or the occurrence of any Event of Default and whether voluntary or mandatory, the Borrower shall pay to Administrative Agent for the ratable benefit of the Lenders, as liquidated damages for the loss of the bargain and not as a penalty, an amount equal to the Prepayment Premium.  Notwithstanding the foregoing, no Prepayment Premium shall be payable in connection with any prepayment pursuant to Sections 4.02(a)(iii) or 4.01(b) .
 
SEC TION 3.02             Termination of Commitments .  The Total Term Loan Commitment shall terminate upon the full disbursement of the Term Loans.
 
ART ICL E IV
 
PAYMENTS
 
SEC TIO N 4.01              Voluntary Prepayments .
 
(a)           The Borrower shall have the right to prepay Term Loans in whole (but not in part) following the second anniversary of the Closing Date on the following terms and conditions:
 
(i)            the Borrower shall deliver to the Administrative Agent written notice of the Borrower’s intent to make such prepayment and the amount of such prepayment, no less than fifteen (15) days and no more than forty-five (45) days prior to such prepayment date, specifying the date on which such prepayment is to be made;
 
(ii)           a notice delivered pursuant to Section 4.01(a)(i) shall be irrevocable, shall be accompanied by a certification of an Authorized Officer of the Borrower that the prepayment is being made pursuant to and in compliance with all provisions of Section 4.01(a) , and shall obligate the Borrower to prepay the amount specified in such notice on the date specified therein together with accrued interest thereon and any applicable Prepayment Premium, all of which shall become due and payable on the prepayment date set forth in such notice;
(iii)          the prepayment of Term Loans pursuant to this Section 4.01(a) on any day other than the last day of the applicable Interest Period shall be subject to compliance by the Borrower with the applicable provisions of Section 2.07 ; and
 
(iv)          on the date of prepayment of any Term Loan pursuant to this Section 4.01 , the Borrower shall pay to the Administrative Agent, for the benefit of the Lenders, the Prepayment Premium (if any).
 
(b)           The Borrower shall have the right, but not the obligation, on any Payment Date after the Discharge of the CDF1 Credit Agreement Obligations to apply all or any portion of the CDF1 Excess Cash Flow as a prepayment of the Term Loans in accordance with the
 
 
50
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
provisions of Section 4.01(a) above (other than with respect to the references to payments referred to in clauses (ii) , (iii) and (iv) thereof), and subject to Section 7.23 hereof.
 
(c)           Each prepayment pursuant to this Section 4.01 shall be applied to reduce the Term Loans in accordance with Section 4.02(b) .
 
SEC TION 4.02             Mandatory Prepayments .
 
(a)           The Borrower shall prepay the Term Loans in accordance with the following (for the avoidance of doubt, nothing in this Section 4.02(a) shall be construed to constitute the Agents’ or any Lender’s consent to any transaction that is not permitted by other provisions of this Agreement or the other Loan Documents):
 
(i)             Equity and Debt Issuances .   Within one Business Day of receipt by any Loan Party or any of its Subsidiaries (other than the “Group Members” (as defined in the CDF1 Credit Agreement) or the “Group Members” (as defined in the CDF2 Credit Agreement)) of Net Cash Proceeds arising from (i) the issuance or Sale by such Loan Party of its own Stock (other than any issuance of common Stock by a Loan Party occurring in the ordinary course of business to any director, member of the management or employee of a Loan Party or its Subsidiaries pursuant to an incentive unit grant agreement or employee benefit plan as in effect from time to time or issuance of directors’ qualifying units), provided , in each case, that it shall be a condition to the issuance or Sale of such Stock of a Loan Party that such Stock be pledged to the Collateral Agent, for the benefit of the Secured Parties, to secure the Obligations), the Borrower shall pay or cause to be paid to the Administrative Agent a prepayment of the outstanding principal amount of the Term Loans in an amount equal to 100% of such Net Cash Proceeds, or (ii) after the Discharge of the CDF1 Credit Agreement Obligations, the incurrence by any Phase I Group Member of Indebtedness of the type specified in clause (a) or (b) of the definition thereof (other than any such Indebtedness permitted hereunder in reliance upon either of clauses (a) and (b) of Section 8.01 )), the Borrower shall pay or cause to be paid to the Administrative Agent a prepayment in an amount equal to 100% of such Net Cash Proceeds.
 
(ii)           Asset Sales and Property Loss Events .   Subject to the restrictions contained in Section 8.04 , within one Business Day of receipt on or after the Closing Date in any Fiscal Year by any Loan Party of Net Cash Proceeds arising from (i) any Sale by any Loan Party or any of its Subsidiaries) other than the “Group Members” (as defined in the CDF1 Credit Agreement) or the “Group Members” (as defined in the CDF2 Credit Agreement)) of any of its property (other than Sales of its own Stock and Sales of property to the extent expressly permitted under Section 8.04 )), (ii) any Property Loss Event, or (iii) any business interruption insurance policy, the Borrower shall pay or cause to be paid to the Administrative Agent a prepayment of the outstanding principal amount of the Term Loans in an amount equal to 100% of such Net Cash Proceeds; provided , however , that within one Business Day of receipt of such Net Cash Proceeds and as long as no Event of Default has occurred and is continuing, any Loan Party may deposit and maintain such Net Cash Proceeds in a Cash Collateral Account and thereafter make Permitted Reinvestments with such Net Cash Proceeds (and the Borrower shall not be required to make or cause such prepayment) so long as (A) such Net Cash Proceeds so deposited are intended to be used to make Permitted Reinvestments, (B) on each Reinvestment Prepayment Date for such Net Cash Proceeds, the Borrower shall pay or cause to be paid to the
 
 
51
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Administrative Agent a prepayment of the outstanding principal amount of the Term Loans in an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date and such Net Cash Proceeds and (C) such Net Cash Proceeds used for Permitted Reinvestments under this Section 4.02(a)(ii) does not exceed $50,000 in any Fiscal Year without the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld.  Upon the occurrence and during the continuation of an Event of Default, the Loan Parties’ rights to make Permitted Reinvestments shall be suspended and all Net Cash Proceeds described above (including existing Permitted Reinvestments held in the Cash Collateral Accounts) shall, at the direction of the Administrative Agent or the Required Lenders (and automatically upon any Event of Default under Section 9.01(g) ) be used to prepay the outstanding principal amount of the Term Loans in accordance with Section 4.02(b) below.
 
(iii)          Until the Obligations shall have been paid in full, the Borrower shall pay or cause to be paid to the Administrative Agent on each Payment Date for the prepayment of the outstanding principal amount of the Term Loans 100% of all Excess Cash Flow; provided , that for the first Payment Date hereunder, Borrower shall be permitted to retain an amount equal to the Borrower Operating Account Reserve in the Borrower Collection Account and the Administrative Agent will cause such Borrower Operating Account Reserve to be transferred to the Borrower Operating Account in accordance with Section 7.16(b)(ii) and, on each subsequent Payment Date, the Borrower shall be permitted to retain an amount of Excess Cash Flow equal to the then applicable difference (if any) between the amount of the Borrower Operating Account Reserve then on deposit in the Borrower Operating Account and the Borrower Operating Account Reserve and the Administrative Agent will cause an amount equal to such difference (if any) to be transferred to the Borrower Operating Account in accordance with Section 7.16(b)(ii) .
 
(iv)          Immediately upon any acceleration of any Obligations pursuant to Section 9.02 , the Borrower shall repay all the Term Loans (together with the applicable Prepayment Premium), unless only a portion of all the Term Loans is so accelerated (in which case the portion so accelerated shall be so repaid).
 
(b)            Application of Payments and Collateral Proceeds .  With respect to (A) the prepayment of Term Loans required by  Section 4.02 or voluntarily made pursuant to Section 4.01 , (B) any other amount that an Agent receives from any Person as a result of a provision in any Loan Document requiring that such amount be paid to such Agent, (C) all proceeds of Collateral received by an Agent or any other Person pursuant to the exercise of remedies against the Collateral, and (D) all payments received upon and after the acceleration of any of the Obligations, such amounts   prepaid to or received by any Agent, or the proceeds of Collateral, as applicable, shall be applied as follows:
 
(i)             first , to pay any and all costs, fees, and expenses of, and any indemnity payments then due to, the Agents under the Loan Documents, until paid in full;
 
(ii)           second , ratably to pay any costs, fees, expenses, and premiums (including, to the extent applicable, the Prepayment Premium) of, and any indemnity payments then due to, any of the Lenders under the Loan Documents, until paid in full;
 
 
52
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(iii)           third , ratably to pay interest due in respect of the outstanding Term Loans until paid in full;
 
(iv)           fourth , ratably to pay the outstanding principal balance of the Term Loans until the Term Loans are paid in full;
 
(v)            fifth , to pay any other Obligations; and
 
(vi)           sixth , to the Borrower or such other Person entitled thereto under Applicable Law.
 
SECTION 4. 03              Payment of Obligations; Method and Place of Payment .
 
(a)           The obligations of each Loan Party hereunder and under each other Loan Document are not subject to counterclaim, set-off, rights of rescission, or any other defense of any kind whatesoever.  Subject to Section 4.04 , and except as otherwise specifically provided herein, all payments under any Loan Document shall be made by the Borrower, without counterclaim, set-off, rights of rescission, or deduction of any kind, to the Administrative Agent for the ratable account of the Secured Parties entitled thereto, not later than 1:00 p.m. on the date when due and shall be made in immediately available funds in Dollars to the Administrative Agent.  The Administrative Agent will thereafter cause to be distributed (on the same day, if payment was actually received by the Administrative Agent prior to 1:00 p.m.) like funds relating to the payment of principal or interest or Fees ratably to the Secured Parties entitled thereto.
 
(b)           For purposes of computing interest or fees, any payments under this Agreement that are made later than 1:00 p.m. on any Business Day shall be deemed to have been made on the next succeeding Business Day.  Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall continue to accrue during such extension at the applicable rate in effect immediately prior to such extension.
 
(c)           Pursuant to Section 4.03(a) , the Borrower shall make each payment under any Loan Document by wire transfer to the following account:
 
U.S. Bank, N.A.
 
Milwaukee, Wisconsin
 
ABA Number: 042000013
 
For Credit to Account Number:
 
Account of: U.S. Bank Trust Service
 
Attention: David Neumann
 
 
53
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
For Further Credit to Account:
 
Prospect Capital Corporation
 
Reference:  Cinedigm DC Holdings, LLC
 
or such other account as the Administrative Agent shall identify in a written notice to the Borrower from time to time within a reasonable time prior to such payment.
 
SEC TIO N 4.04              Taxes .
 
(a)            Payments Free of Taxes .  Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law.  If any Law (as determined by an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
 
(b)            Payment of Other Taxes .  The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
 
(c)            Indemnification .  Without duplication of payments made pursuant to Section 4.04(a) , the Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
 
(d)            Evidence of Payments .  As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 4.04 , such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
 
(e)            Status of Lenders .
 
 
54
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(i)            Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 4.04(e)(ii)(A) , (ii)(B) and (ii)(D) below) shall not be required if in the relevant Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
 
(ii)           Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,
 
(A)           any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax;
 
(B)           any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
 
(w) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(x) executed originals of IRS Form W-8ECI;

(y) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not a “bank” within the
 
 
55
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed originals of IRS Form W-8BEN; or

(z) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-9, a U.S. Tax Compliance Certificate and/or other certification documents from each beneficial owner, as applicable;

(C)           any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
 
(D)           if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D) , “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
 
Each Lender agrees that, if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
 
(f)            Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 4.04 (including by the payment of additional amounts pursuant to this Section 4.04 ), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such
 
 
56
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this paragraph (f) , in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.  This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
 
(g)            Survival .  Each party’s obligations under this Section 4.04 shall survive the resignation or replacement of either or both of the Agents or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
 
SEC TIO N 4.05             [Intentionally Omitted]
 
SE CTION 4.06             Computations of Interest and Fees .  All interest and fees shall be computed on the basis of the actual number of days occurring during the period for which such interest or fee is payable over a year comprised of 360 days.  Payments due on a day that is not a Business Day shall (except as otherwise required) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees in connection with that payment.
 
SECTION 4. 07             AHYDO .  Notwithstanding anything to the contrary contained in this Agreement, if (1) the Term Loans remain outstanding after the fifth anniversary of the Closing Date and (2) the aggregate amount of the accrued but unpaid interest on the Term Loans (including any amounts treated as interest for federal income tax purposes, such as “original issue discount”) as of any Testing Date (as defined below) occurring after such fifth anniversary exceeds an amount equal to the Maximum Accrual (as defined below), then all such accrued but unpaid interest on the Term Loans (including any amounts treated as interest for federal income tax purposes, such as “original issue discount”) as of such time in excess of an amount equal to the Maximum Accrual shall be paid in cash by the Borrower to the Lenders on such Testing Date, it being the intent of the parties hereto that the Term Loans will not be treated as an “applicable high yield debt obligation” under Sections 163(e)(5) and Section 163(i) of the Code and shall be interpreted consistently with such intent.  For these purposes, the “ Maximum Accrual ” is an amount equal to the product of the Term Loans’ issue price (as defined in Code Sections 1273(b) and 1274(a)) and their yield to maturity, and a “ Testing Date ” is any regularly scheduled date on which interest is required to be paid hereunder and the date on which any “accrual period” (within the meaning of Section 1272(a)(5) of the Code) closes.  Any accrued interest which for any reason has not theretofore been paid shall be paid in full on the date on which the final principal payment on the Term Loans is made.
 
SECTION 4.08             OID .  The Borrower and the Lenders agree that:  (i) the Term Loans are debt for federal income tax purposes; (ii) the Term Loans of each Lender constitute a
 
 
57
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
single debt instrument for purposes of Sections 1271 through 1275 of the Code and the Treasury Regulations thereunder (pursuant to Treasury Regulations Section 1.1275-2(c)), such debt instrument is treated as issued with original issue discount (“ OID ”) solely as a result of the PIK Interest, and such debt instrument is described in Treasury Regulations Section 1.1272-1(c)(2) and therefore is governed by the rules set out in Treasury Regulations Section 1.1272-1(c), including Section 1.1272-1(c)(5), and is not governed by the rules set out in Treasury Regulations Section 1.1275-4; (iii) any calculation by the Borrower regarding the amount of OID for any accrual period on the Term Loans shall be subject to the review and approval of the Lenders; and (iv) they will adhere to this Agreement for federal income tax purposes and not take any action or file any tax return, report or declaration inconsistent herewith unless otherwise required due to a change in law.  The inclusion of this Section 4.08 is not an admission by any Lender that it is subject to United States taxation.
 
A RTICLE V
 
CONDITIONS PRECEDENT TO TERM LOANS
 
The obligation of the Lenders to fund the Term Loans under this Agreement is subject to the satisfaction of the following conditions precedent on or before the Closing Date:
 
SECTION 5.01             Loan Documents .  The Administrative Agent shall have received originals of the following documents, duly executed by an Authorized Officer of each applicable Loan Party and each other relevant party thereto:
 
(a)           this Agreement;
 
(b)           the Notes, in accordance with Section 2.03(c) ;
 
(c)           the Security Agreement;
 
(d)           the MSA Assignments;
 
(e)           an Assignment of IP License in relation to all existing IP Licenses;
 
(f)           a Mortgage with respect to each fee simple interest in Real Property of a Loan Party as of the Closing Date as required by Section 7.12 , together with the other related items required thereunder;
 
(g)           the Structuring Fee Letter;
 
(h)           the CDF1 Credit Agreement Assignment;
 
(i)            the Distributor Lockbox Collateral Agency Agreement Instructions;
 
(j)            a Trademark Security Agreement executed by Access;
 
(k)           Foreign Security Documents, including, with respect to Cinedigm Australia (i) an Australian law Specific Security Agreement (Accounts) in relation to all existing
 
 
58
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
and future deposit or other accounts of Cinedigm Australia related to the Servicing Business in favor of the Borrower, (ii) an Australian law Specific Security Agreement (Shares) from the Limited Recourse Pledgor in favor of the Collateral Agent, pledging 66% of the Stock of Cinedigm Australia, and (iii) an executed legal opinion of Australian local counsel to the Parent and Cinedigm Australia, which legal opinion shall be addressed to the Administrative Agent and the Lenders and shall be in form and substance satisfactory to the Administrative Agent and its legal counsel;
 
(l)            the Powers of Attorney; and
 
(m)          each other Loan Document.
 
SE CTIO N 5.02             Lien and other Searches; Filings .
 
(a)           The Collateral Agent shall have received the results of a search of the UCC filings (or equivalent filings), tax Liens, judgment Liens, bankruptcies and litigations made with respect to each Loan Party, together with copies of the financing statements and other filings (or similar documents) disclosed by such searches, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in all such financing statements and other filings (or similar document) either are Permitted Liens or have been released or will be released on the Closing Date concurrently with the funding of the Term Loans hereunder.
 
(b)           The Collateral Agent shall have received appropriate UCC (or equivalent) financing statements suitable for filing in such office or offices as may be necessary or, in the reasonable opinion of Collateral Agent, desirable, to perfect and evidence the Collateral Agent’s Liens in and to the Collateral.
 
SECTION 5. 03             Pledges .  All Stock of the Borrower and Access Phase 2, respectively, and 66% of the Stock of Cinedigm Australia shall have been pledged pursuant to the Limited Recourse Pledge Agreement and all Stock of Access shall have been pledged pursuant to the Security Agreement, and the Collateral Agent shall have received all certificates representing such Stock of (and all such Stock of any Loan Party shall be certificated) accompanied by instruments of transfer and undated stock powers executed in blank.  All promissory notes and other evidences of Indebtedness shall have been pledged and delivered pursuant to the Security Agreement to the extent required by Section 7.09 , including the Australian Intercompany Note, with accompanying note transfer powers.
 
SECTION 5 .04             Legal Opinions .  The Administrative Agent shall have received:
 
(a)            an executed legal opinion of counsel to the Loan Parties and the Parent, which legal opinion shall be addressed to the Administrative Agent and the Lenders and shall be in form and substance satisfactory to the Administrative Agent and its legal counsel; and
 
(b)           an executed legal opinion from Morgan, Lewis & Bockius LLP, as counsel to Prospect, which legal opinion shall be addressed to the Administrative Agent and the Lenders and shall be in form and substance satisfactory to the Administrative Agent.
 
 
59
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SECTION 5.05              Secretary’s Certificates .  The Administrative Agent shall have received a certificate for each Loan Party, dated the Closing Date, duly executed and delivered by such Loan Party’s secretary or assistant secretary, other Authorized Officer, managing member or general partner, as applicable, as to:
 
(a)           such Person’s Constituent Documents, as amended, modified or supplemented as of Closing Date, certified by the appropriate officer or official body of the jurisdiction of organization of such Person, including, in the case of the Borrower, the Amended and Restated LLC Agreement;
 
(b)           resolutions of each such Person’s Board then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of the Loan Documents applicable to such Person and the execution, delivery and performance of each Loan Document, in each case to be executed by such Person; and
 
(c)           the incumbency and specimen signatures of its Authorized Officers and any other of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person, and a list of all officers and directors of the Loan Parties.
 
Each such certificate shall provide that each Secured Party may conclusively rely thereon until such Secured Party shall have received a further certificate of the secretary, assistant secretary, managing member or general partner, as applicable, of such Person canceling or amending the prior certificate of such Person as provided in Section 7.01(e) .
 
SECTION 5.06             Other Documents and Certificates .  The Administrative Agent shall have received originals of the following documents and certificates, each of which shall be dated the Closing Date and duly executed by an Authorized Officer of each applicable Loan Party, in form and substance satisfactory to the Administrative Agent and its legal counsel:
 
(a)           a certificate of Authorized Officers of the Parent and the Borrower, certifying as to such items as reasonably requested by the Administrative Agent, including, without limitation, the following:
 
(i)            that attached, in an electronic datafile, are true and complete copies of:
 
(A)           the CDF1 Credit Agreement and all other principal “Loan Documents” (as defined therein);
 
(B)           the CDF2 Credit Agreement and all other principal “Loan Documents” (as defined therein);
 
(C)           the KBC Facility Documents;
 
(D)           the principal CHG Lease Facility Documents;
 
(E)           each Management Services Agreement;
 
 
60
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(F)           the General Services Agreement;
 
(G)           the Tax Consolidation Documents;
 
(H)           the Phase I Back-Up Servicer Agreement;
 
(I)            all Exhibitor Agreements;
 
(J)            all Digital Cinema Deployment Agreements;
 
(K)           (x) all IP Licenses and (y) all software license agreements between CDF1 and Access including, without limitation, the Amended and Restated Software License Agreement dated as of February 28, 2013, by and between Access and CDF1;
 
(L)           all Intercompany Agreements;
 
(M)          the CDF2 Sale and Contribution Agreement;
 
(N)           all material employment agreements for the Borrower and each Phase I Group Member, and that each such material contract is in full force and effect and the Parent and the Borrower are in compliance with all such material contracts as of the Closing Date;
 
(O)           a copy of the certificate from the Chief Financial Officer of the Parent delivered to the CDF1 Credit Agreement Lenders (as defined in the CDF1 Credit Agreement), demonstrating, as of the Closing Date, for the most recent trailing twelve-month period for which quarterly financial statements are available (i) Consolidated EBITDA (as defined in the CDF1 Credit Agreement) that is not less than $39.18 million, (ii) a ratio of (A) Consolidated Total Debt (as defined in the CDF1 Credit Agreement) to (B) Consolidated EBITDA of no more than 3.32:1.00 and (iii) projections showing a Consolidated Fixed Charge Coverage Ratio (as defined in the CDF1 Credit Agreement) for the next full Fiscal Quarter of no less than 1.20:1.00; and
 
(P)           copies of the Distribution Reports, Waterfall Reports (as defined in the CDF1 Credit Agreement) and Pipeline Reports (as defined in the CDF2 Credit Agreement) for each of the most recently ended three (3) fiscal months immediately prior to the Closing Date,
 
(ii)           the receipt of all required consents, waivers, acknowledgments, and other agreements and approvals of all Governmental Authorities and other third parties with respect to the consummation of the transactions contemplated hereunder and the operation of the businesses of the Loan Parties, the Phase I Group Members and the Phase II Group Members, copies of all of which shall be attached thereto and certified as being true and complete copies; provided that an Acknowledgement and Consent to Assignment from (A) The Weinstein Company LLC and (B) Overture Films, LLC may be provided within sixty (60) days following the Closing Date (or such later period as may be agreed to by the Administrative Agent in its sole discretion), in form and substance satisfactory to the Administrative Agent;
 
 
61
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(iii)           that both before and after giving effect to the borrowing of the Term Loans on the Closing Date, no Default or Event of Default has occurred and no default or event of default under any Material Contract of the Loan Parties has occurred;
 
(iv)           the representations and warranties set forth in Article VI are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “material”, “Material Adverse Effect” or other materiality qualifier in the text thereof); and
 
(v)           that all the conditions listed in this Article V have been fully satisfied or, if applicable, waived in writing by the Administrative Agent.
 
(b)           a Perfection Certificate of each Loan Party; and
 
(c)            certificates of good standing with respect to each Loan Party, each dated as of a date no more than thirty (30) days prior to the Closing Date, such certificates to be issued by (i) the appropriate officer or official body of the jurisdiction of organization of such Loan Party, and (ii) subject to Section 7.22 solely with respect to Access Phase 2, the appropriate officer or official body of the other jurisdictions where such Loan Party is qualified to do business as a foreign entity, each of which certificates shall indicate that such Loan Party is in good standing in the applicable jurisdiction.
 
SECTION 5.07              Solvency .  The Administrative Agent shall be satisfied, based on financial statements (actual and pro forma), projections and other evidence provided by the Parent and the Borrower, that the Borrower and each of the other Loan Parties and their Subsidiaries are and, after incurring the Term Loans, will be, Solvent, and the Administrative Agent shall have received a Solvency Certificate duly executed by the chief financial officer of the Borrower confirming the Solvency of the Borrower and each of the other Loan Parties and their Subsidiaries after giving effect to the extension of the Term Loans on the Closing Date.
 
SECTION 5.08              [Intentionally Omitted]
 
SEC TIO N 5.09              Financial Information; Due Diligence Matters .
 
(a)           The Administrative Agent shall have received a certificate in form and substance satisfactory to it, dated the Closing Date and duly executed by an Authorized Officer of the Borrower, attaching the following documents and reports (each in form and substance satisfactory to the Administrative Agent):
 
(i)             the Initial Financial Statements (which shall be received by the Administrative Agent at least three (3) Business Days   prior to the Closing Date); and
 
(ii)            the Initial Projections.
 
(b)           In the certificate delivered pursuant to clause (a) , the applicable Authorized Officer of the Borrower shall certify that the documents and reports delivered pursuant to clauses (a)(i) and (a)(ii) above are true and complete in all material respects as of the Closing Date, and that the projections delivered pursuant to clause (a)(ii) above were prepared in
 
 
62
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
good faith based upon assumptions believed by the Borrower to be reasonable at the time made (it being understood that the projections are subject to uncertainties and contingencies and that no assurance can be given that any particular forecast will be realized).
 
(c)           The Administrative Agent shall have received and be satisfied in its sole discretion with the Quality of Earnings Report.
 
(d)           The Administrative Agent shall be satisfied in its sole discretion with the results of its financial, legal, accounting and management due diligence.
 
(e)           The Administrative Agent shall be satisfied in its sole discretion with the Loan Parties’ cash management arrangements.
 
(f)           The Administrative Agent shall be satisfied in its sole discretion with the sources and uses for the transactions contemplated by this Agreement.
 
(g)           The Administrative Agent shall be satisfied in its sole discretion with the capital structure and capitalization of the Borrower.
 
SECT ION 5.10             Insurance .  The Collateral Agent shall have received certificates of insurance, together with endorsements thereto, naming the Secured Parties as additional insureds and naming the Collateral Agent on behalf of the Secured Parties as loss payee, in each case with regard to the insurance required by Section 7.03 , in form and substance satisfactory to the Collateral Agent.
 
SECTION 5. 11              Payment of Outstanding Indebtedness .
 
(a)           The Parent shall have consummated the refinancing of all of its existing Indebtedness represented by the Existing Sageview Indebtedness, such that all existing direct and indirect rights and interests of Sageview in the Phase I Group Members’ assets and equity shall have been released on terms and conditions reasonably acceptable to the Administrative Agent, prior to or concurrently with the effectiveness of this Agreement on terms and conditions reasonably acceptable to the Administrative Agent.
 
(b)           The Parent and the Phase I Group Members shall have consummated the refinancing of all of the existing Indebtedness represented by the Existing Facility, on terms and conditions reasonably acceptable to the Administrative Agent , prior to or concurrently with the effectiveness of this Agreement on terms and conditions reasonably acceptable to the Administrative Agent.
 
SECTION 5 .12             Material Adverse Effect .  The Administrative Agent shall be satisfied that, since March 31, 2012, no event, development, change, circumstance, condition or effect has occurred that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
 
SECTION 5. 13             No New Information .  The Administrative Agent shall not have discovered or otherwise become aware of any information, circumstance, development or other matter (including any matter relating to the Initial Projections previously delivered) not
 
 
63
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
previously disclosed to the Administrative Agent that the Administrative Agent believes to be inconsistent in a material and adverse manner with its understanding, based on the information provided to the Administrative Agent prior to the Closing Date, of (a) the business, assets, liabilities, operations, condition (financial or otherwise), prospects, operating results or the Projections of the Borrower and its Subsidiaries taken as a whole or (b) the transactions contemplated by this Agreement.
 
SE CTION 5.14             Fees and Expenses .  The Agents and each Lender shall have received, for its own respective account, (a) all fees and expenses due and payable to such Person under the Structuring Fee Letter and the Work Letter, and (b) the reasonable fees, costs and expenses due and payable to such Person pursuant to Sections 3.01 and 11.05 (including the reasonable fees, disbursements and other charges of counsel) for which invoices have been presented prior to the Closing Date.
 
SECTION 5.15              Patriot Act Compliance and Reference Checks .  The Administrative Agent shall have received completed background and reference checks with respect to each Loan Party’s senior management and any required Patriot Act compliance, in each case the results of which are satisfactory to Administrative Agent in its sole discretion.
 
SECTION 5.16               Banking Moratorium .  No banking moratorium has been declared by either federal or state authorities.
 
SECTION 5.17             No Default .  No Default or Event of Default shall have occurred and be continuing.
 
SECTION 5.18             Representations and Warranties .  All representations and warranties made by each Loan Party herein or in any other Loan Document shall be true and correct in all material respects, in each case with the same effect as though such representations and warranties had been made on and as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided , that any representation or warranty that is already qualified in the text thereof as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects so stated on such respective dates.
 
SECTION 5.19             No Injunctions .  No injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the transactions contemplated by this Agreement shall have been issued and remain in force by any Governmental Authority against the Loan Parties, any Agent or any Lender.
 
SECTION 5.20              No Adverse Actions .  There shall be no order or injunction or pending litigation in which there is a reasonable possibility of a decision that could reasonably be expected to have a Material Adverse Effect on the Loan Parties, or on the Loan Parties and their Subsidiaries taken as a whole.   There shall be no pending litigation seeking to prohibit, enjoin or prevent any of the transactions contemplated by this Agreement.
 
 
64
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
ARTICLE VI
 
REPRESENTATIONS, WARRANTIES AND AGREEMENTS
 
To induce the Agents and the Lenders to enter into this Agreement and the Lenders to make the Term Loans hereunder, each of the Loan Parties, jointly and severally, represents and warrants to the Agents and the Lenders as follows:
 
SECTION 6.01             Corporate Existence; Compliance with Law .  Each of the Parent, the Borrower and each other Loan Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not, in the aggregate, have a Material Adverse Effect, (c) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its property, to lease or sublease any property it operates under lease or sublease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all Applicable Laws except where the failure to be in compliance would not have a Material Adverse Effect and (f) has all necessary Permits from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, lease, sublease, operation, occupation or conduct of its business, except where the failure to obtain such Permits, make such filings or give such notices would not, in the aggregate, have a Material Adverse Effect.
 
SECTION 6. 02              Power and Authority; Enforceability .
 
(a)            Power and Authority.   The execution, delivery and performance by the Parent and each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated therein (i) are within such Person’s corporate, company or similar powers and, at the time of execution thereof, shall have been duly authorized by all necessary corporate or similar action (including, if applicable, consent of holders of its Securities), (ii) do not (A) contravene such Person’s Constituent Documents, (B) violate any Applicable Law, (C) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material Contractual Obligation of any Loan Party or any of its Subsidiaries (including other Loan Documents) other than those that (1) would not, in the aggregate, have a Material Adverse Effect and (2) are not created or caused by, or a conflict, breach, default or termination or acceleration event under, any Loan Document or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of its Subsidiaries and (iii) do not require any Permit of, or filing with, any Governmental Authority or any consent of, or notice to, any Person, other than (A) with respect to the Loan Documents, the filings required to perfect the Liens created by the Loan Documents and (B) those listed on Schedule 6.02 and that have been, or will be prior to the Closing Date, obtained or made, copies of which have been, or will be prior to the Closing Date, delivered to the Administrative Agent, and each of which on the Closing Date will be in full force and effect.
 
(b)            Due Execution, Delivery and Enforceability .  From and after its delivery to the Administrative Agent, each Loan Document (i) has been duly executed and delivered to
 
 
65
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
the other parties thereto by the Parent and each Loan Party, as applicable, party thereto and (ii) is the legal, valid and binding obligation of the Parent or Loan Party enforceable against the Parent or such Loan Party, as applicable, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and the effects of general principles of equity.
 
SE CTIO N 6.03             Approvals, Consents, etc.   No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person, and no consent or approval under any contract or instrument (other than (a) those that have been duly obtained or made and which are in full force and effect or, if not obtained or made, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (b) the filing of UCC financing statements, and (c) the filings or other actions necessary to perfect Liens under the Loan Documents) is required for the consummation of the transactions contemplated hereunder or the due execution, delivery or performance by the Parent or any Loan Party of any Loan Document to which it is a party, or for the due execution, delivery or performance of the Loan Documents, in each case by any of the Parent or any of the Loan Parties party thereto.  There is no judgment, order, injunction or other restraint issued or filed with respect to the transactions contemplated by the Loan Documents, the consummation of the transactions contemplated by this Agreement, the making of any Term Loan or the performance by the Parent or the Loan Parties or any of their respective Subsidiaries of their Obligations under the Loan Documents.
 
SECTION 6 .04             Use of Proceeds; Regulations T, U and X .  The Borrower will use the proceeds of the Term Loans solely for the purposes set forth in and permitted by Section 7.10 .  No Loan Party is engaged in the business of extending credit for the purpose of purchasing or carrying “margin stock” or “margin securities” within the meanings of Regulations T, U or X of the Board of Governors, and no proceeds of any Term Loan will be used to purchase or carry any margin stock or margin security or otherwise for a purpose which violates or would be inconsistent with Regulations T, U or Regulation X of the Board of Governors.
 
SECTION 6.05            Investment Company Act .  No Loan Party is, or after giving effect to the transactions contemplated by this Agreement and the other transactions contemplated under the Loan Documents will be, an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940.
 
SEC TION 6.06              Litigation; Labor Matters .
 
(a)           There are no pending (or, to the knowledge of any Loan Party, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any of the Phase I Group Members or Phase II Group Members with, by or before any Governmental Authority other than those that (a) cannot reasonably be expected to affect the Obligations, the Loan Documents, the other transactions contemplated therein, any Digital Cinema Deployment Agreement, any Exhibitor Agreement, any Service Agreement, the General Services Agreement or the Management Services Agreement and (b) would not have, individually or in the aggregate, a Material Adverse Effect.
 
 
66
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(b)           There are no strikes, work stoppages, slowdowns or lockouts existing, pending or, to the knowledge of any Group Member, threatened against or involving any Group Member, except, for those that would not, in the aggregate, have a Material Adverse Effect.  As of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Group Member, (b) no petition for certification or election of any such representative is existing or pending with respect to any employee of any Group Member and (c) no such representative has sought certification or recognition with respect to any employee of any Group Member.
 
SECTION 6.07             Subsidiaries .  Set forth on Schedule 6.07 is a complete and accurate list showing for each Loan Party, each Phase I Group Member and each Phase II Group Member and each Subsidiary of any Loan Party, Phase I Group Member and Phase II Group Member and each joint venture of any of the foregoing, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower and, in the case of the Stock of the Borrower, Access Phase 2 and Cinedigm Australia, the Parent.  All outstanding Stock of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned beneficially and of record by Parent, a Loan Party, a Phase I Group Member or Phase II Group Member, as applicable, free and clear of all Liens other than the security interests created by the Loan Documents and, in the case of the Stock of the Group Members (other than the Borrower, Access Phase 2 and Cinedigm Australia), Liens created under the “Loan Documents” (as defined in the CDF1 Credit Agreement) and Liens created under the “Loan Documents” (as defined in the CDF2 Credit Agreement), as applicable.  There are no Stock Equivalents with respect to the Stock of any Loan Party or Subsidiary of any Loan Party, any Phase I Group Member or Phase II Group Member, any Subsidiary of any Phase I Group Member or any Subsidiary of any Phase II Group Member or any joint venture of any of them as of the Closing Date, except as set forth on Schedule 6.07 .  Except as provided in the Constituent Documents delivered to the Administrative Agent on or prior to the Closing Date, the “Loan Documents” (as defined in the CDF1 Credit Agreement) and the “Loan Documents” (as defined in the CDF2 Credit Agreement), there are no Contractual Obligations or other understandings to which the Parent, any Loan Party, any Phase I Group Member, Phase II Group Member or any Subsidiary of any Phase I Group Member, Phase II Group Member or any joint venture of any of them is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Stock or Stock Equivalent of any Loan Party, Phase I Group Member, Phase II Group Member or any such Subsidiary or joint venture.
 
SECTION 6 .08              Accuracy of Information .
 
(a)           The written information prepared or furnished by or on behalf of (and with the consent or at the direction of) the Parent, the Borrower or any Loan Party in connection with any Loan Document (including the information contained in any Financial Statement) or the consummation of any transaction contemplated therein, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances when made, not misleading in any material respect; provided , however , that projections contained therein are not to be viewed as factual and that actual results during the periods covered thereby may differ from the results set forth in such projections by a material amount.  All projections that are part of such information (including those set forth in
 
 
67
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
any Projections delivered subsequent to the Closing Date) are based upon good faith estimates and stated assumptions believed to be reasonable and fair as of the date made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein.  All facts known to the Parent, the Borrower or any Loan Party and material to the financial condition, business, property or prospects of the Parent, the Borrower or any Loan Party, taken as one enterprise, have been disclosed to the Lenders.
 
(b)           The Initial Projections and pro forma financial information provided to the Administrative Agent on or prior to the Closing Date were prepared in good faith based upon  assumptions believed to be reasonable and fair as of the date made and in light of conditions and facts then known, it being recognized by the Administrative Agent and the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results.
 
SECTION 6. 09              Financial Condition; Financial Statements .
 
(a)           Subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, each of the Initial Financial Statements fairly present in all material respects the Consolidated and consolidating financial position, results of operations and cash flow of the Borrower and the Phase I Group Members, as applicable, as at the date indicated and for the period indicated in accordance with GAAP.
 
(b)           On the Closing Date, (i) no Phase I Group Member has any material liability or other obligation (including Indebtedness, Guaranty Obligations, contingent liabilities and liabilities for taxes, long-term leases and unusual forward or long-term commitments) that is not reflected in the Financial Statements referred to in clause (a) above or in the notes thereto and not otherwise permitted by this Agreement and (ii) since the date of the Financial Statements referenced in clause (a) above, there has been no Sale of any material property of the Phase I Group Members and no purchase or other acquisition of any material property.
 
(c)           The Initial Projections have been prepared by the Borrower, in consultation with the Parent, in light of the operations of the business of the Phase I Group and reflect projections for the eight year period beginning on the Closing Date, and in the form attached as Schedule 2 .  As of the Closing Date, the Initial Projections are based upon estimates and assumptions stated therein, all of which the Borrower and the Parent believe to be reasonable and fair in light of conditions and facts known to such Person as of the Closing Date and reflect the good faith estimates believed to be reasonable and fair by such Persons of the future consolidated financial performance of the Persons described therein and the other information projected therein for the periods set forth therein.
 
SECTION 6.10             Tax Returns and Payments .  All U.S. federal and material U.S. State, local and foreign income and franchise and other Tax returns, reports and statements (collectively, the “ Tax Returns ”) required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all taxes, charges and other impositions reflected therein or otherwise due and payable have been
 
 
68
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
paid on or prior to the date due.  No Tax Return is under audit or examination by any Governmental Authority and no notice of such an audit or examination or any assertion of any claim for taxes has been given or made by any Governmental Authority, except such audit, examination or claim as could not, if adversely determined, reasonably be expected to have a Material Adverse Effect.  Proper and accurate amounts have been withheld by each Tax Affiliate from their respective employees for all periods in full and complete compliance with the Tax, social security and unemployment withholding provisions of Applicable Law and such withholdings have been timely paid to the respective Governmental Authorities.  No Tax Affiliate has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent.
 
SECTION 6. 11             Compliance with ERISA .   Schedule 6.11 sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans.  Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401   or 501 of the Code or other Applicable Law so qualifies.  Except for those that would not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Applicable Law, (y) there are no existing or pending (or to the knowledge of any Group Member, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Group Member incurs or otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur.  On the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding.  No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.  No ERISA Affiliate has incurred any liability under Title IV of ERISA that remains outstanding (other than PBGC premiums due but not delinquent).
 
SECTION 6. 12             Intellectual Property; Licenses, etc.   Each Group Member owns or licenses all material Intellectual Property that is necessary for the operations of its business.  To the knowledge of each Group Member, (a) the conduct and operation of the business of each Group Member does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person and (b) no other Person has contested any right, title or interest of any Group Member in, or relating to, any Intellectual Property, other than, in each case, as would not, in the aggregate, have a Material Adverse Effect.  In addition, (x) there are no pending (or, to the knowledge of any Group Member, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any Group Member with respect to, (y) no judgment or order regarding any such claim has been rendered by any competent Governmental Authority, no settlement agreement or similar Contractual Obligation has been entered into by any Group Member, with respect to and (z) neither the Parent nor any Loan Party knows or has any reason to know of any valid basis for any claim based on, any such infringement, misappropriation, dilution, violation or impairment or contest, other than, in each case, as would not, in the aggregate, have a Material Adverse Effect.
 
SECTION 6 .13              Ownership of Properties .
 
 
69
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(a)           Each Loan Party has good and marketable fee simple title to all owned Real Property and valid leasehold interests in all leased Real Property, and owns all personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent Financial Statements delivered by the Borrower, and none of such property is subject to any Lien except Permitted Liens.  There are no Customary Permitted Liens of the categories set forth in clauses (a), (c)(ii), (c)(iii), (d) and (f) of the definition thereof.
 
(b)           Set forth on Schedule 6.13 is, as of the Closing Date, (i) a complete and accurate list of all Real Property owned in fee simple by any Loan Party or in which any Loan Party owns a leasehold interest setting forth, for each such Real Property, the current street address (including, where applicable, county, state and other relevant jurisdictions), the record owner thereof and, where applicable, each lessee and sublessee thereof, (ii) any lease, sublease, license or sublicense of such Real Property by any Loan Party and (iii) for each such Real Property that the Collateral Agent or the Administrative Agent has requested be subject to a Mortgage or that is otherwise material to the business of any Loan Party, each Contractual Obligation by any Loan Party, whether contingent or otherwise, to Sell such Real Property.
 
SEC TIO N 6.14             Environmental Warranties .  Except as set forth on Schedule 6.14 , (a) the operations of each Group Member are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, other than non-compliances that, in the aggregate, would not have a reasonable likelihood of resulting in Material Environmental Liabilities, (b) no Group Member is party to, and no Group Member and no Real Property currently (or to the knowledge of any Group Member previously) owned, leased, subleased, operated or otherwise occupied by or for any Group Member is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of any Group Member, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar notice under or pursuant to any Environmental Law other than those that, in the aggregate, are not reasonably likely to result in Material Environmental Liabilities, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any property of any Group Member and, to the knowledge of each Group Member, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to any such property, (d) no Group Member has caused or suffered to occur a Release of Hazardous Materials at, to or from any Real Property of any Group Member and each such Real Property is free of contamination by any Hazardous Materials except for such Release or contamination that could not reasonably be expected to result, in the aggregate, in Material Environmental Liabilities, (e) no Group Member (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations, or (ii) knows of any facts, circumstances or conditions, including receipt of any information request or notice of potential responsibility under CERCLA or other Environmental Laws, that, in the aggregate, would have a reasonable likelihood of resulting in Material Environmental Liabilities and (f) the Borrower has made available to the Administrative Agent copies of all existing environmental reports, reviews and audits and all documents pertaining to actual or potential Environmental Liabilities with respect to each Group Member, in each case to the extent such reports, reviews, audits and documents are in any such Group Member’s possession, custody or control.
 
 
70
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SECT IO N 6.15            Solvency .  On the Closing Date after giving effect to the transactions contemplated by this Agreement, the Borrower individually is, and the Loan Parties and their Subsidiaries on a Consolidated basis are, Solvent.
 
SEC TION 6.16             No Burdensome Obligations; No Defaults .  No Group Member is a party to any Contractual Obligation, no Group Member has Constituent Documents containing obligations, and, to the knowledge of any Group Member, there are no Applicable Laws, in each case the compliance with which would have, in the aggregate, a Material Adverse Effect.  No Group Member (and, to the knowledge of the Parent and the Borrower, no other party thereto) is in default under or with respect to any Contractual Obligation of any Group Member, which Contractual Obligation is material to the operation of the Group Member’s business and which default gives the applicable third party the right to terminate such Contractual Obligation.
 
SECTION 6 .17             Security Documents .  The Security Agreement and the Limited Recourse Pledge Agreement are effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest in the Collateral (subject to Permitted Liens, other than with respect to any Pledged Stock) described therein and proceeds thereof.  In the case of the Pledged Stock described in the Security Agreement and the Pledged Stock described in the Limited Recourse Pledge Agreement, when stock certificates or membership interest certificates, as applicable, representing such Pledged Stock are delivered to the Collateral Agent, and in the case of the other Collateral described in the Security Agreement, when financing statements and other filings specified on Schedule 6.17 in appropriate form are filed in the offices specified on Schedule 6.17 , the Lien granted under the Security Agreement and the Limited Recourse Pledge Agreement shall constitute a fully perfected Lien on, and first priority security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof (to the extent such proceeds can be perfected by a filing), as security for the Obligations.
 
SE CTIO N 6.18             Compliance with Laws and Permits; Authorizations .  Each Loan Party and each of its Subsidiaries (a) is in compliance with all Applicable Laws and Permits and (b) has all requisite governmental licenses, Permits, authorizations, consents and approvals to operate its business as currently conducted, except in such instances in which (x) such requirements of Applicable Laws, Permits, government licenses, authorizations or approvals are being contested in good faith by appropriate proceedings diligently conducted or (y) the failure to have or comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.  No Loan Party has received any notice to the effect that its operations are not in compliance with any Environmental Law or Permit or are the subject of any investigation by any Governmental Authority evaluating whether any cleanup or other action is needed to respond to a Release or impose further controls on any existing discharge of Hazardous Materials to the environment.
 
SEC TION 6.19             No Material Adverse Effect .  Since March 31, 2012, there has been no Material Adverse Effect, and there has been no circumstance, event or occurrence, and no fact is known to any of the Loan Parties, in each case that could reasonably be expected to result in a Material Adverse Effect.
 
 
71
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SECT ION 6.20             Contractual or Other Restrictions .  Other than the Loan Documents, the CDF1 Credit Agreement (and the “Loan Documents” (as defined in the CDF1 Credit Agreement)) and the CDF2 Credit Agreement (and the “Loan Documents” (as defined in the CDF2 Credit Agreement)), and to the extent permitted by Section 8.08 , no Loan Party or any of its Subsidiaries is a party to any agreement or arrangement or subject to any Applicable Law that (a) limits its ability to pay dividends to, or otherwise make Investments in or other payments to, any Loan Party, (b) limits its ability to grant Liens in favor of the Collateral Agent or (c) otherwise limits its ability to perform the terms of the Loan Documents.
 
SE CT ION 6.21             Insurance .  The properties of each Loan Party are insured with financially sound and reputable insurance companies that are not Affiliates of any Loan Party, against loss and damage in such amounts, with such deductibles and covering such risks, as are customarily carried by Persons of comparable size and of established reputation engaged in the same or similar businesses and owning similar properties in the general locations where such Loan Party operates, in each case as described on Schedule 6.21 .  As of the Closing Date, all premiums with respect thereto that are due and payable have been duly paid and no Loan Party has received or is aware of any notice of violation or cancellation thereof and each Loan Party has complied in all material respects with the requirements of such policy.
 
SE CTION 6.22             Evidence of Other Indebtedness .   Schedule 6.22 is a complete and correct list of each credit agreement, loan agreement, promissory note, indenture, purchase agreement, guaranty, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit) to any Group Member outstanding on the Closing Date which will remain outstanding after the Closing Date (other than this Agreement and the other Loan Documents).  The aggregate principal or face amount outstanding or that may become outstanding under each such arrangement as of the Closing Date is correctly described in Schedule 6.22 .
 
SECTION 6.23              Deposit Accounts and Securities Accounts .   Schedule 6.23 lists as of the Closing Date all of the deposit accounts and securities accounts of each Loan Party, including, with respect to each Deposit Bank or securities intermediary at which such accounts are maintained by such Loan Party, (a) the name and location of such Person and (b) the account numbers of the deposit accounts or securities accounts maintained with such Person.
 
SECTION 6. 24             Anti-Terrorism Laws .  No Loan Party is in violation of any Law relating to terrorism or money laundering (“ Anti-Terrorism Laws ”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001 (the “ Executive Order ”).  No Loan Party or other agents acting or benefiting in any capacity in connection with the Term Loans is (a) a Person that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, (c) a Person with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order, or (e) a Person that is named as a “specially designated national and blocked person” on the most current list published by the United States Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official
 
 
72
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
publication of such list.  No Loan Party or, to the Loan Parties’ knowledge, other agents acting or benefiting in any capacity in connection with the Term Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in the preceding sentence, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Anti-Terrorism Laws.
 
SECTION 6.25             Certain Agreements and Other Documents .  As of the Closing Date, the Loan Parties have provided to the Administrative Agent accurate and complete copies of all of the following agreements or documents to which any Subsidiary of Parent is subject and each of which is listed on Schedule 6.25 :  (i) all Exhibitor Agreements; (ii) all Service Agreements; (iii) all Digital Cinema Deployment Agreements; (iv) all Management Services Agreements; (v) all IP Licenses; (vi) all Intercompany Agreements; (vii) all principal “Loan Documents” (as defined in the CDF1 Credit Agreement); (viii) all principal “Loan Documents” (as defined in the CDF2 Credit Agreement); (ix) all principal CHG Lease Facility Documents; (x) all principal KBC Facility Documents; and (xi) all Tax Consolidation Documents.
 
SECT ION 6.26             DCI Specification Compliance .  As of the Closing Date, except as set forth on Schedule 6.26 , all Installed Digital Systems comply with the Digital Cinema System Specification V1.1 issued April 12, 2007 by Digital Cinema Initiatives, LLC, as amended from time to time (the “ DCI Specifications ”).
 
SECT ION 6.27             CDF2 .  No entity that is allocated VPFs from the Distributor Lockbox Account has recourse to the assets of CDF2 other than (a) in an amount equal to such allocated and unpaid VPFs, (b) with respect to potential claims against CDF2 from operators of cinema complexes that operate Phase II Digital Systems installed pursuant to a master license agreement to which such operator and CDF2 are parties for failure to pay such VPFs to the extent received by CDF2, or (c) with respect to the Christie Deferred Payment.  Other than the Christie Deferred Payment, there are no deferred payment obligations owing by any Phase II Group Member to any Person.  CDF2 has not guaranteed any Indebtedness or other obligations owing to any such financing entity, and has not granted any Liens in its assets to any such financing entity other than (A)(i) any Lien on the Stock of the Subsidiary party to such financing entity’s financing documentation or (ii) any Lien on the equipment financed under such financing entity’s financing documentation and any VPFs derived from such equipment provided that, in no event shall any such Liens encumber any Installed Digital Systems   or any revenues and earnings derived from the Installed Digital Systems (including VPFs) and (B) Liens under the “Loan Documents” (as defined in the CDF2 Credit Agreement).
 
SECTION 6.28             Exhibitor Agreements and Digital Cinema Deployment Agreements .  Each of the Parent and each Group Member is performing in all material respects its respective obligations under each Exhibitor Agreement and Digital Cinema Deployment Agreement to which it is a party and is not in breach or default in any material respect of any contractual obligation thereunder.  Other than as disclosed on Schedule 6.28 , there are no pending (or, to the knowledge of the Loan Parties, the Parent or any Group Member, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting
 
 
73
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
any of the Group Members with, by or before any Governmental Authority in relation to each of the Exhibitor Agreements and the Digital Cinema Deployment Agreements, individually.
 
ARTICLE VII
 
AFFIRMATIVE COVENANTS
 
Each of the Loan Parties, jointly and severally, hereby covenants and agrees that, on the Closing Date and thereafter until the Term Loans, together with interest, Fees and all other Obligations incurred hereunder (other than Unasserted Contingent Obligations), are paid in full in accordance with the terms of this Agreement:
 
SE CTION 7.01             Financial Information, Reports, Notices and Information .  The Loan Parties shall furnish (or cause to be furnished) to the Administrative Agent and each Lender copies of the following financial statements, reports, notices and information:
 
(a)            Monthly Reports .  As soon as available, and in any event within thirty (30) days after the end of each fiscal month in each Fiscal Quarter, a management report in form and substance acceptable to the Administrative Agent, setting forth in reasonable detail, among other things:
 
(i)            with respect to the Borrower and its Subsidiaries, on a Consolidated basis:  (A) the income statement for such fiscal month and that portion of the Fiscal Year ending as of the close of such fiscal month, (B) in comparative form the figures for (x) the corresponding period in the Budget and (y) the corresponding period in the prior Fiscal Year, and (C) the aggregate amount of cash on hand as of the end of such fiscal month;
 
(ii)            the information that is as of the Closing Date required to be delivered to the CDF1 Credit Agreement Administrative Agent each month under Section 6.1 of the CDF1 Credit Agreement as in effect as of the Closing Date, in form and substance substantially as set forth in Schedule 7.01(a)(ii) attached hereto;
 
(iii)           the information that is as of the Closing Date required to be delivered to the Administrative Agent (as defined in the CDF2 Credit Agreement) under Section 6.1 of the CDF2 Credit Agreement as in effect as of the Closing Date, in form and substance substantially as set forth in Schedule 7.01(a)(iii) attached hereto ; provided that, if any Phase II Group Member is no longer required to deliver such information pursuant to the terms of the CDF2 Credit Agreement, the Loan Parties will no longer be required to comply with this Section 7.01(a)(iii) ;
 
(iv)          with respect to the Central Lockbox Account (as defined in the Distributor Lockbox Collateral Agency Agreement), a copy of the bank statement as at the end of such fiscal month;
 
(v)           a summary calculation in reasonable detail satisfactory to the Administrative Agent with respect to the aggregate amount of accounts receivable for the Servicing Business for such period; and
 
 
74
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(vi)          copies of the Distribution Reports in such fiscal month.
 
(b)            Quarterly Reports .  As soon as available, and in any event within forty five (45) days after the end of each Fiscal Quarter of each Fiscal Year, the Consolidated unaudited balance sheet of the Borrower and its Subsidiaries as of the close of such Fiscal Quarter and related Consolidated statements of income and cash flow for such Fiscal Quarter and that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year and the figures contained in the latest Budget, in each case certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower and its Subsidiaries as at the dates indicated and for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments).
 
(c)            Annual Reports .  Commencing with the Fiscal Year ended March 31, 2013, as soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, (A) the Consolidated balance sheet of CDF1 and its Subsidiaries as of the end of such Fiscal Year and related Consolidated statements of income, stockholders’ equity and cash flow for such Fiscal Year, each prepared in accordance with GAAP, together with a certification by the Accountants that (i) such Consolidated Financial Statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of CDF1 and its Subsidiaries as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification as to the scope of the audit or as to going concern and without any other similar qualification and (ii) in the course of the regular audit of the businesses of CDF1 and its Subsidiaries, which audit was conducted in accordance with the standards of the United States’ Public Company Accounting Oversight Board (or any successor entity), such Accountants have obtained no knowledge that a financial related Default has occurred and is continuing or, if in the opinion of the Accountants such a Default has occurred and is continuing, a statement as to the nature thereof (which certification with respect to clause (A)(ii) may be limited or omitted to the extent required by accounting rules or guidelines) and (B) the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and related Consolidated statements of income, stockholders’ equity and cash flow for such Fiscal Year, each prepared in accordance with GAAP, together with a certification by the Accountants that (i) such Consolidated Financial Statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of the Borrower and its Subsidiaries as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification as to the scope of the audit or as to going concern and without any other similar qualification and (ii) in the course of the regular audit of the businesses of the Borrower and its Subsidiaries, which audit was conducted in accordance with the standards of the United States’ Public Company Accounting Oversight Board (or any successor entity), such Accountants have obtained no knowledge that a financial related Default has occurred and is continuing or, if in the opinion of the Accountants such a Default has occurred and is continuing, a statement as to the nature thereof (which certification with respect to clause (B)(ii) may be limited or omitted to the extent required by accounting rules or guidelines).  Notwithstanding the foregoing, on and after the Discharge of the CDF1 Credit Agreement Obligations, the requirement of the Loan Parties to deliver the items set forth in clause (A) of the first sentence above shall terminate.
 
 
75
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(d)            Compliance Certificates .  Concurrently with the delivery of the Financial Statements pursuant to clauses (b) and (c) above, a Compliance Certificate executed by an Authorized Officer of the Borrower (i) certifying that such financial information presents fairly in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP at the respective dates of such information and for the respective periods covered thereby, subject in the case of unaudited financial information, to changes resulting from normal year-end audit adjustments and to the absence of footnotes, (ii) stating that no Default or Event of Default has occurred and is continuing (or, if a Default or an Event of Default has occurred, specifying the details of such Default or Event of Default and the actions taken or to be taken with respect thereto), (iii) specifying any change in the identity of the Subsidiaries as at the end of such Fiscal Year or period, as the case may be, from the Subsidiaries listed on Schedule 6.07 , or from the most recently delivered Compliance Certificate, as applicable, (iv) including (x) an updated Schedule 6.13 and Schedule 6.17 of this Agreement (if applicable) and (y) a written supplement substantially in the form of Schedules 1-4, as applicable, to the Security Agreement with respect to any additional assets and property acquired by any Loan Party after the date hereof, all in reasonable detail, (v) providing a summary in reasonable detail of the amount of Capital Expenditures as of the end of such fiscal period and any amounts paid by the Parent or the Group Members for Capital Expenditures, (vi) providing a list of all Installed Digital Systems and the location of the same, (vii) providing a summary calculation in reasonable detail as to Excess Cash Flow for such period, and (viii) providing a summary calculation in reasonable detail satisfactory to the Administrative Agent with respect to the SG&A Payment Amount and its components, including the applicable Servicing Budgeted SG&A and the applicable SG&A Retention Amount.
 
(e)            Corporate Chart and Other Collateral Updates .  As part of the Compliance Certificate delivered pursuant to clause (d) above, each in form and substance reasonably satisfactory to the Administrative Agent, a certificate by an Authorized Officer of the Borrower that (i) the Corporate Chart attached thereto (or the last Corporate Chart delivered pursuant to this clause (e) ) is correct and complete as of the date of such Compliance Certificate, (ii) the Loan Parties have delivered all documents (including updated schedules as to locations of Collateral and acquisition of Intellectual Property or Real Property) they are required to deliver pursuant to any Loan Document on or prior to the date of delivery of such Compliance Certificate and (iii) complete and correct copies of all documents modifying any term of any Constituent Document of any Loan Party or joint venture thereof on or prior to the date of delivery of such Compliance Certificate have been delivered to the Administrative Agent or are attached to such certificate.
 
(f)            Additional Projections .  As soon as available and in any event not later than thirty (30) calendar days after the commencement of each Fiscal Year (beginning April 30, 2013), the annual business plan and the Budget for such Fiscal Year approved by the Borrower’s Board and updated if the Borrower’s Board approves a changed version.
 
(g)            Management Discussion and Analysis .  Together with each delivery of any Compliance Certificate pursuant to clause (d) above, a discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for the portion of the Fiscal Year then elapsed and discussing the reasons for any significant variations from the
 
 
76
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Budget for such period and the figures for the corresponding period in the previous Fiscal Year.  Each Loan Party shall, and shall cause each of its Subsidiaries to, upon the request of the Administrative Agent, participate in a meeting of the Lenders (for the avoidance of doubt, any such meetings shall be in addition to any meetings provided for pursuant to Section 7.14 ), (a) so long as no Default or Event of Default under Section 9.01(g) shall have occurred and be continuing, once per Fiscal Quarter, and (b) when a Default or Event of Default under Section 9.01(g) shall have occurred and be continuing, as frequently as may be required by the Administrative Agent, in each case to be held via teleconference or in person, at a time selected by the Administrative Agent and reasonably acceptable to the Lenders and the Borrower to discuss the management discussion and analysis described herein.
 
(h)            Audit Reports, Management Letters, Etc .  Together with each delivery of any Financial Statement for any Fiscal Year pursuant to clause (c) above, copies of each management letter, audit report or similar letter or report received by any Loan Party from any independent registered certified public accountant (including the Accountants) in connection with such Financial Statements or any audit thereof, each certified to be complete and correct copies by an Authorized Officer of the Borrower as part of the Compliance Certificate delivered in connection with such Financial Statements.
 
(i)             Insurance Certifications .
 
(i)           At each policy renewal, but not less than annually, a certification from each insurer or by an authorized representative of each insurer identifying the underwriters, the type of insurance, the limits, deductibles, and term thereof and shall specifically list the provisions delineated in this Agreement;
 
(ii)           Concurrently with the furnishing of all certificates referred to in clause (i) above, a statement from an independent insurance broker, reasonably acceptable to the Administrative Agent, stating that (A) all premiums then due have been paid and (B) in the opinion of such broker, the insurance then maintained by the Borrower and the Parent, as applicable, is in accordance with the provisions of this Agreement;
 
(iii)           The Borrower and Access Phase 2 shall, and shall cause the Parent to, request such insurance broker(s), upon its first knowledge, to advise the Administrative Agent promptly in writing of any default in the payment of any premiums or any other act or omission, on the part of any Person, which might invalidate or render unenforceable, in whole or in part, any insurance provided by the Borrower, Access Phase 2 or the Parent hereunder; and
 
(iv)           Promptly after becoming available, but in any event within 45 days of the redeployment of any Digital System on or after the Closing Date, an insurance certificate in form and substance satisfactory to the Collateral Agent demonstrating that the insurance policies required by this Agreement in respect of such Digital System are in full force and effect and have all the terms required by this Agreement.
 
(j)             Distribution Reports .  As soon as available, a copy of each Distribution Report delivered under the Distributor Lockbox Collateral Agency Agreement.
 
 
77
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(k)            Other Events .  The Borrower shall give the Administrative Agent notice of each of the following (which notice may be made by telephone if promptly confirmed in writing) promptly (but, in any event, no later than five (5) days) after any Authorized Officer of the Parent or any Loan Party knows or has reason to know of it: (a)(i) any Default and (ii) any event that would reasonably be expected to have a Material Adverse Effect, specifying, in each case, the nature and anticipated effect thereof and any action proposed to be taken in connection therewith, (b) any event (other than any event involving loss or damage to property) reasonably expected to result in a mandatory prepayment of the Obligations pursuant to Section 4.02 , stating the material terms and conditions of such transaction and estimating the Net Cash Proceeds thereof, (c) the commencement of, or any material developments in, any action, investigation, suit, proceeding, audit, claim, demand, order or dispute with, by or before any Governmental Authority affecting any Loan Party or any property of any Loan Party that (i) seeks injunctive or similar relief, (ii) in the reasonable judgment of the Borrower, exposes any Loan Party to liability in an aggregate amount in excess of $250,000 or (iii) if adversely determined, would reasonably be expected to have a Material Adverse Effect and (d) the acquisition of any material Real Property or the entering into any material lease.
 
(l)             Copies of Notices and Reports .  The Borrower or Access Phase 2, as applicable, shall promptly deliver to the Administrative Agent copies of each of the following: (a) all reports that the Borrower or Access Phase 2 transmits to its security holders generally, (b) all documents that any Loan Party or any Subsidiary of a Loan Party files with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., any securities exchange or any Governmental Authority exercising similar functions, (c) all press releases issued by any Loan Party or its Subsidiaries, to the extent such press release relates to a Loan Party, a Subsidiary of a Loan Party, or the Parent and is not made available directly to the general public, (d) all material documents, notices or reports transmitted or delivered or received pursuant to, or in connection with, the CDF1 Credit Agreement, the CDF2 Credit Agreement, the CHG Lease Facility Documents, the KBC Facility Documents, any Digital Cinema Deployment Agreement, Exhibitor Agreement, Service Agreement, Intercompany Agreement, IP License, any Management Services Agreement or the General Services Agreement and (e) any material document transmitted or received pursuant to, or in connection with, any Contractual Obligation governing Indebtedness of any Loan Party or any of its Subsidiaries.
 
(m)            Taxes .  The Borrower or Access Phase 2, as applicable, shall give the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly after any Authorized Officer of any Group Member or a Tax Affiliate knows or has reason to know of it:  (a) the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any taxes with respect to any Tax Affiliate and (b) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would reasonably be expected to have a Material Adverse Effect.
 
(n)            Labor Matters .  The Borrower or Access Phase 2, as applicable, shall give the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing), promptly after, and in any event within 30 days after any
 
 
78
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Authorized Officer of any Group Member knows of it: (a) the commencement of any material labor dispute to which any Group Member is or may become a party, including any strikes, lockouts or other disputes relating to any of such Person’s plants and other facilities and (b) the incurrence by any Group Member of liability under the U.S. Worker Adjustment and Retraining Notification Act or related or similar liability incurred with respect to the closing of any plant or other facility of any such Person (other than, in the case of this clause (b) , those that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect).
 
(o)            ERISA Matters .  The Borrower or Access Phase 2, as applicable, shall give the Administrative Agent (a) on or prior to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (b) promptly, and in any event within 10 days, after any Authorized Officer of any ERISA Affiliate knows or has reason to know that an ERISA Event has occurred, a notice (which may be made by telephone if promptly confirmed in writing) describing such ERISA Event and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto.
 
(p)            Environmental Matters .  The Borrower or Access Phase 2, as applicable, shall provide the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly (but, in any event, no later than five (5) days) after any Authorized Officer of any Group Member knows or has reason to know of it (and, upon reasonable request of the Administrative Agent, documents and information in connection therewith): (i)(A) unpermitted Releases, (B) the receipt by any Group Member of any notice of violation of or potential liability or similar notice under, or the existence of any condition that could reasonably be expected to result in violations of or   liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or liability under any Environmental Law, that, for each of clauses (A) , (B) and (C) above (and, in the case of clause (C) , if adversely determined), in the aggregate for each such clause, could reasonably be expected to result in Environmental Liabilities in excess of $250,000, (ii) the receipt by any Group Member of notification   that any property of any Group Member is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities and (iii) any proposed acquisition or lease of Real Property if such acquisition or lease would have a reasonable likelihood of resulting in aggregate Environmental Liabilities in excess of $250,000.  Upon request of the Administrative Agent, the Borrower shall provide the Administrative Agent a report containing an update as to the status of any environmental, health or safety compliance, hazard or liability issue identified in any document delivered to any Secured Party pursuant to any Loan Document or as to any condition reasonably believed by the Administrative Agent to have a reasonable likelihood of resulting in Material   Environmental Liabilities.
 
(q)            Corporate Information .  Promptly upon, and in any event within five (5) Business Days after, becoming aware of any additional corporate or limited liability company information of the type delivered pursuant to Section 5.05 , or of any change to such information delivered on or prior to the Closing Date or pursuant to this Section 7.01 or otherwise under the Loan Documents, a certificate, certified to the extent of any change from a prior certification, from the secretary, assistant secretary, managing member or general partner of such Loan Party
 
 
79
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
notifying the Administrative Agent of such information or change and attaching thereto any relevant documentation in connection therewith.
 
(r)             CDF1 Credit Agreement .  Immediately upon receipt, a copy of any notice submitted to or received by the Borrower as the owner of an aggregate principal amount equal to $5,000,000 in Term Loans (as defined in the CDF1 Credit Agreement) under the CDF1 Credit Agreement, including any notices of default or acceleration delivered thereunder.
 
(s)            Other Information .  Promptly, such other information (financial or otherwise) as any Agent on its own behalf or on behalf of any Lender may reasonably request from time to time.
 
SE CTION 7.02              Books, Records and Inspections .  
 
(a)           The Loan Parties shall keep proper books of record and account, in which full, true and correct entries shall be made in accordance with GAAP and all other Applicable Laws of all financial transactions and the assets and business of each Loan Party.
 
(b)           Each Group Member shall permit the Agents, the Lenders and any Related Party of any of them, as often as reasonably requested, at any reasonable time during normal business hours and with reasonable advance notice (except that, during the continuance of an Event of Default, no such notice shall be required) to (a) visit and inspect the property of each Loan Party and examine and make copies of and abstracts from, the corporate (and similar), financial, operating and other books and records of each Loan Party, (b) discuss the affairs, finances and accounts of the Parent or each Loan Party, as applicable, with any officer or director of the Parent or any Loan Party, as applicable, (c) communicate directly with any registered certified public accountants (including the Parent’s and the Loan Parties’ Accountants, as applicable) of the Parent or any Loan Party, as applicable, and (d) conduct such appraisals, audits, reviews, and investigations of the Collateral and any documents, instruments or agreements relating thereto; provided that , so long as no Event of Default has occurred and is continuing, the Agents, the Lenders and any Related Parties shall not, collectively or individually, exercise the rights granted under this Section 7.02(b) more often than twice in the aggregate in any Fiscal Year.  Each Loan Party shall authorize its respective registered certified public accountants (including the Loan Parties’ Accountants) to communicate directly with the Agents, the Lenders and their Related Parties and to disclose to the Agents, the Lenders and their Related Parties all financial statements and other documents and information as they might have and any Agent or any Lender reasonably requests with respect to any Loan Party.
 
SECTION 7 .03              Maintenance of Insurance .
 
(a)           Each Loan Party shall (i) maintain or cause to be maintained in full force and effect all policies of insurance of any kind with respect to the property and businesses of the Loan Parties (including policies of life, fire, theft, product liability, public liability, general liability, property damage, other casualty, employee fidelity, workers’ compensation, business interruption and employee health and welfare insurance) with financially sound and reputable insurance companies or associations (in each case that are not Affiliates of the Borrower) of a nature and providing such coverage as is sufficient and as is customarily carried by businesses of
 
 
80
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
the size and character of the business of the Loan Parties and in any event in form and substance reasonably acceptable to the Collateral Agent; it being agreed that the insurance set forth on Schedule 6.21 is acceptable and (ii) cause all such insurance relating to any property or business of any Loan Party to name the Collateral Agent, on behalf of the Secured Parties, as additional insured or loss payee, as appropriate and with any requested endorsements and to provide that no cancellation, material addition in amount or material change in coverage shall be effective until after 30 days (or 10 days in the case of a payment default) notice thereof to the Collateral Agent.
 
(b)            General .  The Agents shall be entitled, upon reasonable advance notice, to review the Loan Parties’ insurance policies carried and maintained pursuant to this Section 7.03 . Upon request, the Borrower shall furnish the requesting Agent with copies of all insurance policies, binders, and cover notes or other evidence of such insurance.  Notwithstanding anything to the contrary herein, no provision of this Section 7.03 or any provision of this Agreement shall impose on any Agent any duty or obligation to verify the existence or adequacy of the insurance coverage maintained by the Loan Parties, nor shall any Agent be responsible for any representations or warranties made by or on behalf of the Loan Parties to any insurance broker, company or underwriter.  The Collateral Agent, at its sole option, may obtain such insurance if not provided by the Borrower and in such event, the Borrower shall reimburse the Collateral Agent upon demand for the cost thereof together with interest.  The Loan Parties shall also carry and maintain, should their risk profile change during the term of this Agreement, any other insurance that the Administrative Agent may reasonably require from time to time.
 
SECTION 7. 04           Payment of Obligations .  Each Loan Party shall pay or discharge before they become delinquent (a) all material claims, taxes, assessments, charges and levies imposed by any Governmental Authority and (b) all other lawful claims that if unpaid would, by the operation of Applicable Law, become a Lien upon any property of any Loan Party, except, in the case of clauses (a) and (b) , for those (x) whose amount or validity is being contested in good faith by proper proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Loan Party in accordance with GAAP or (y) which encumber property that, individually or in the aggregate, has a value of less than $250,000.
 
SECTION 7. 05            Maintenance of Existence; Compliance with Laws, etc.   Each Loan Party shall, and shall cause its Subsidiaries to, (a) preserve and maintain in full force and effect its organizational existence (except in a transaction permitted by Section 8.05 ), (b) preserve and maintain its good standing under the laws of its state or jurisdiction of incorporation, organization or formation; and preserve and maintain its good standing under the laws of each other state or jurisdiction where such Person is qualified, or is required to be so qualified, to do business as a foreign entity, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (c) comply in all material respects with (i) all Applicable Laws, (ii) all Contractual Obligations and (iii) all Permits.
 
SEC TION 7.06             Environmental Compliance .  The Borrower shall cause each Phase I Group Member to comply with, and maintain its   property, whether owned, leased, subleased or otherwise operated or occupied, in compliance with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance or that is required by orders and directives of any Governmental Authority) except for failures to comply that would not, in the aggregate, have a Material Adverse Effect.  Without limiting the
 
 
81
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
foregoing, if an Event of Default has occurred and is continuing or if the Administrative Agent at any time has a reasonable basis to believe that there exist violations of Environmental Laws by any Phase I Group Member or that there exist any Environmental Liabilities, in each case, that would reasonably be expected to have, in the aggregate, a Material Adverse Effect, then the Borrower will cause each Phase I Group Member to, promptly upon receipt of request from the Administrative Agent, cause the performance of, and allow the Administrative Agent and its Related Persons access to such Real Property for the purpose of conducting, such environmental audits and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case as the Administrative Agent may from time to time reasonably request.  Such audits, assessments and reports, to the extent not conducted by the Administrative Agent or any of its Related Persons, shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to the Administrative Agent and shall be in form and substance reasonably acceptable to the Administrative Agent.
 
SECTION 7. 07            Maintenance of Properties .  Each Loan Party shall maintain and preserve (a) in good working order and condition all of its property necessary in the conduct of its business and (b) all rights, permits, licenses, approvals and privileges (including all Permits) necessary, used or useful, whether because of its ownership, lease, sublease or other operation or occupation of property or other conduct of its business, and shall make all necessary or appropriate filings with, and give all required notices to, Government Authorities, except for such failures to maintain and preserve the items set forth in clauses (a) and (b) above that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
 
SECTION 7.08             Additional Guarantors and Grantors .  At any time after the Closing Date, the Loan Parties shall, upon the formation or acquisition thereof, promptly cause any direct or indirect Subsidiary formed or otherwise purchased or acquired after the Closing Date to execute a joinder to the Security Agreement in the form of Annex 2 to the Security Agreement or otherwise in form and substance satisfactory to the Collateral Agent.
 
SECTION 7.09               Pledges of Stock and Indebtedness .
 
(a)            (A) On the Closing Date, (i) the Borrower and Access Phase 2 shall cause the Limited Recourse Pledgor to pledge to the Collateral Agent for the benefit of the Secured Parties, all the Stock of each of the Borrower and Access Phase 2, (ii) the Borrower shall pledge to the Collateral Agent for the benefit of the Secured Parties, all the Stock of Access, (iii) each Loan Party shall pledge to the Collateral Agent for the benefit of the Secured Parties, all promissory notes executed prior to, or on, the Closing Date evidencing Indebtedness of any Loan Party or Subsidiary of any Loan Party that is owing to any other Loan Party (to the extent the applicable Subsidiary is not (x) a “Loan Party” (as defined in the CDF1 Credit Agreement) or (y) a “Loan Party” (as defined in the CDF2 Credit Agreement)), and (iv) each Loan Party shall pledge to the Collateral Agent for the benefit of the Secured Parties, all other evidences of Indebtedness in excess of $10,000 received by the Loan Parties prior to, or on, the Closing Date, including the Australian Intercompany Note and (B) after the Closing Date, each Loan Party shall pledge, or shall cause the Parent to pledge, in relation to any new Subsidiaries of the Parent in the Servicing Business (in accordance with the Limited Recourse Pledge Agreement) (i) all the Stock of each of its Domestic Subsidiaries and each of its Foreign Subsidiaries (to the extent such Foreign Subsidiary is not a “controlled foreign corporation” within the meaning of Section
 
 
82
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
957(a) of the Code), and 66%   of the issued and outstanding Voting Stock and 100% of the outstanding non-voting Stock of each of its Foreign Subsidiaries that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code, directly held by such Loan Party or the Parent, as applicable, in each case formed or otherwise purchased or acquired after the Closing Date, to the extent, in the case of all of the pledges described in this sub-clause (B)(i) the applicable Subsidiary is not a “Loan Party” (as defined in the CDF1 Credit Agreement) or a “Loan Party” (as defined in the CDF2 Credit Agreement), (ii) all promissory notes executed after the Closing Date evidencing Indebtedness of any Loan Party or Subsidiary of any Loan Party that is owing to any other Loan Party (to the extent the applicable Subsidiary is (x) not a “Loan Party” (as defined in the CDF1 Credit Agreement) or (y) not a “Loan Party” (as defined in the CDF2 Credit Agreement), and (iii) all other evidences of Indebtedness in excess of $10,000 received by the Loan Parties.
 
(b)           Each of the Loan Parties agrees that all Indebtedness in excess of $10,000 that is owing by any Loan Party or Subsidiary of any Loan Party to another Loan Party shall be evidenced by one or more promissory notes.
 
SECTION 7 .10             Use of Proceeds .  The proceeds of the Term Loans shall be used by the Borrower (and, to the extent such proceeds are distributed or contributed to them by the Borrower, each other Subsidiary of the Borrower) solely in accordance with, and in the aggregate amounts set forth on, the schedule of Closing Date sources and uses attached as Schedule A to:  (i) make a Closing Date Permitted Restricted Payment to the Parent to enable it to repay the Existing Sageview Indebtedness, (ii) pay transaction fees, costs and expenses incurred directly in connection with the negotiation, execution, delivery and consummation of this Agreement and the CDF1 Credit Agreement and the transactions contemplated hereby, (iii) purchase, either on or promptly after the Closing Date, a portion of the Term Loans (as defined in the CDF1 Credit Agreement) under the CDF1 Credit Agreement in an aggregate principal amount equal to $5,000,000 at a purchase price of 99.75% of the aggregate face amount of such Term Loans, and (iv) fund the Borrower Debt Service Reserve.
 
SECTION 7.11               Further Assurances .  The Loan Parties shall:
 
(a)           take all other actions necessary or advisable to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Collateral Agent), including the filing of UCC financing statements in such jurisdictions as may be required by the Loan Documents or Applicable Law or as the Collateral Agent may otherwise reasonably request;
 
(b)           and deliver to the Administrative Agent legal opinions relating to the matters described in this Section 7.11 , which opinions shall be as reasonably required by, and in form and substance and from counsel reasonably satisfactory to, the Administrative Agent.
 
SECTION 7. 12             Mortgages .  The Loan Parties shall:
 
 
83
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(a)           upon request of the Collateral Agent, deliver to the Collateral Agent a Mortgage on any Real Property owned by any Loan Party and on any of its leases, together with all Mortgage Supporting Documents relating thereto (or, if such Real Property or the Real Property subject to such lease is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Collateral Agent to obtain the equivalent in such jurisdiction of a first-priority mortgage on such Real Property or lease); and
 
(b)           deliver to the Administrative Agent legal opinions relating to the matters described in this Section 7.12 , which opinions shall be as reasonably required by, and in form and substance and from counsel reasonably satisfactory to, the Administrative Agent.
 
SEC TION 7.13             Accounts; Control Agreements .
 
(a)           The Loan Parties shall cause each account initially listed on Schedule 6.23 to be subject to an Account Control Agreement within no more than thirty (30) days after the Closing Date, and shall cause all Collections to be deposited in an account listed on Schedule 6.23 that is subject to an Account Control Agreement; provided , however , that, so long as no Event of Default has occurred and is continuing, the Loan Parties may open new deposit accounts and new securities accounts so long as, prior to or concurrently with opening each such account, (i) the Loan Parties shall have delivered to the Agents an amended Schedule 6.23 including such account and (ii) the Loan Parties shall have delivered to the Collateral Agent an Account Control Agreement with respect to such account unless such account (i) is used solely to fund payroll or employee benefits (including withholdings required by Applicable Law) or (B) will contain at all times less than $10,000 individually and less than $50,000 in the aggregate together with the balances of all accounts of the Loan Parties that are not subject to an Account Control Agreement.
 
(b)           The Loan Parties shall cause each Account Control Agreement to provide, among other things, that (i) upon notice from the Collateral Agent (a “ Notice of Exclusive Control ”), the Deposit Bank, securities intermediary or other financial institution party thereto will comply with instructions of the Collateral Agent directing the disposition of funds or other financial assets in the account without the consent of the applicable Loan Party; provided that the Collateral Agent hereby agrees not to issue a Notice of Exclusive Control unless an Event of Default has occurred and is then continuing, and (ii) the Deposit Bank, securities intermediary or other financial institution party thereto has no rights of setoff or recoupment or any other claim against the account subject thereto, other than for payment of its routine fees and other charges directly related to the administration of such account and for returned checks or other items of payment.  In the event the Collateral Agent issues a Notice of Exclusive Control under any Account Control Agreement, all Collections or other amounts subject to such Account Control Agreement shall be transferred as directed by the Collateral Agent and used to pay the Obligations in the manner set forth in Section 4.02(b) .
 
(c)           If, notwithstanding the provisions of this Section 7.13 , after the occurrence and during the continuance of an Event of Default, a Loan Party receives or otherwise has dominion over or control of any Collections or other amounts, such Loan Party shall hold such Collections and amounts in trust for the Collateral Agent and shall not commingle such Collections with any other funds of any Loan Party or other Person or deposit such Collections in
 
 
84
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
any account other than those accounts set forth on Schedule 6.23 (unless otherwise instructed by the Collateral Agent).
 
(d)           As soon as available and in any event within five (5) Business Days after receipt thereof, the Loan Parties shall provide the Collateral Agent with copies of all monthly or other periodic account statements with respect to all deposit accounts, securities accounts, and investment property of the Loan Parties.
 
SEC TIO N 7.14             Annual Lender Meeting .  Each Loan Party shall, and shall cause each of its Subsidiaries to, upon the request of the Administrative Agent, participate in a meeting of the Lenders, (a) so long as no Default or Event of Default under Section 9.01(g) shall have occurred and be continuing, once per Fiscal Year, and (b) when a Default or Event of Default under Section 9.01(g) shall have occurred and be continuing, as frequently as may be required by the Administrative Agent, in each case to be held via teleconference or in person, at a time selected by the Administrative Agent and reasonably acceptable to the Lenders and the Borrower.  The purpose of these meetings shall be to present the Loan Parties’ previous Fiscal Years’ financial results and to present the Loan Parties’ Budget for the current Fiscal Year.
 
SEC TION 7.15             Corporate Separateness .  The Borrower shall take, or refrain from taking, as the case may be, all actions, including, but not limited to the following, that are necessary or advisable to be taken or not to be taken in order to ensure that its existence shall be maintained and respected separate and apart from that of any other Person:
 
(a)           The Borrower shall maintain its own deposit, securities or other account or accounts, separate from those of any Affiliate, with commercial banking institutions or broker-dealers.  The Borrower shall ensure that its funds will not be diverted to any other Person or for other than corporate uses of the Borrower, as the case may be, and such funds will not be commingled with the funds of any other Person.
 
(b)           To the extent that it shares the same officers or other employees as any of its Affiliates, the Borrower shall ensure that the salaries of and the expenses related to providing benefits to such officers and other employees shall be allocated in accordance with the provisions of the General Services Agreement.
 
(c)           To the extent that it jointly contracts with any of its Affiliates to do business with vendors or service providers or to share overhead expenses, the Borrower shall ensure that the costs incurred in so doing shall be allocated in accordance with the provisions of the General Services Agreement.  All material transactions between or among the Borrower and any of its respective Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s-length basis.
 
(d)           To the extent that the Borrower or any of its Affiliates have offices in the same location, there shall be an allocation of overhead costs in accordance with the provisions of the General Services Agreement.
 
(e)           The Borrower shall maintain and issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP.
 
 
85
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(f)           The Borrower shall conduct its affairs in its own name and strictly in accordance with its Constituent Documents and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special officers’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.
 
(g)           The Borrower shall not, nor shall it permit any of its Subsidiaries to, assume or guarantee any of the liabilities of any Affiliate except as expressly permitted herein.
 
(h)           The Borrower shall have stationery and other business forms separate and distinct from that of any other Person.
 
(i)            The Borrower shall cause its assets to be maintained in a manner that facilitates their identification and segregation from those of any other Person or as provided for in the General Services Agreement.
 
SECTION 7 .16              Cash Management .
 
(a)             Establishment of Cash Management Accounts .  Until the Discharge of the CDF1 Credit Agreement Obligations, the parties agree that compliance by the Phase I Group Members with Section 7.11 of the CDF1 Credit Agreement (as of the Closing Date) by all parties thereto shall be permitted under this Agreement, notwithstanding anything herein to the contrary.  The Borrower agrees to (i) cause CDF1 to comply with Section 7.11 of the CDF1 Credit Agreement (including the provisions therein regarding the CDF1 Debt Service Reserve and the CDF1 Debt Service Reserve Account) until the Discharge of the CDF1 Credit Agreement Obligations and (ii) to establish with Deposit Banks on or prior to the Closing Date (and maintain in accordance with this Section 7.16 until the payment in full of the Obligations) each of the following lockbox or other Dollar deposit accounts listed (all of which Dollar deposit accounts shall, at the Borrower’s option, be interest-bearing) below on terms satisfactory to the Administrative Agent in its sole discretion (each to be referred to herein by the defined term provided below and, collectively, the “ Cash Management Accounts ”):
 
Name of Account
 
Deposit
Bank
 
Account Number
 
Defined Term for
Account
 
Borrower Collection
Account
TD Bank,
N.A.
Account No.
“Borrower Collection
Account”
Borrower Debt Service
Reserve Account
TD Bank,
N.A.
Account No.
“Borrower Debt
Service Reserve
Account”
Borrower Operating
Account
TD Bank,
N.A.
Account No.
“Borrower Operating
Account”
 
 
86
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Name of Account
Deposit
Bank
Account Number
Defined Term for
Account
 
CDF1 Debt Service Reserve Account
Société Générale,
New York Branch
Account No.
“CDF1 Debt Service Reserve Account”
CDF1 Lockbox Account
Société Générale,
New York Branch
PO Box 100346 and Account No.
“CDF1 Lockbox Account”
 
(b)            Transfers to Cash Collateral Accounts .
 
(i)             Borrower Collection Account .  The Borrower shall deposit or cause to be deposited (A) all of its revenues and earnings derived from Installed Digital Systems (including all Servicing Fees, Incentive Servicing Fees and other revenues and earnings derived from the Servicing Business), (B) all CDF1 Excess Cash Flow received by the Borrower to be applied as voluntary repayments made pursuant to Section 4.01(b) and (C) all CDF1 Facility Participation Receipts, into the Borrower Collection Account, on the day it is withdrawn from the Distributor Lockbox Account (which withdrawals shall be made not less frequently than once per month) or within two (2) Business Days after being received from any other funding source or account.  No more than thirty (30)   days after the Closing Date, the Borrower shall enter into an Account Control Agreement with the applicable Deposit Bank and the Collateral Agent which provides for the Collateral Agent’s exclusive control over all cash collections and deposits received in the Borrower Collection Account.  All such amounts shall be applied in accordance with Section 4.02(b) and this Section 7.16 .
 
(ii)            Deposits into the Borrower Operating Account .  Only upon the Administrative Agent’s receipt and satisfaction with the reporting required pursuant to Section 7.01(a) and Section 7.01(c) , as applicable, on the 10th day of each month, or if such day is not a Business Day, the immediately succeeding Business Day, beginning on March 10, 2013, the Administrative Agent shall withdraw from the Borrower Collection Account and shall deposit in the Borrower Operating Account an aggregate amount equal to one-hundred percent (100%) of the estimated operating costs directly associated with the Borrower’s performance of its duties as provided for in the Budget, including amounts required to reimburse the Parent for operating costs for which the Borrower is responsible (collectively, the “ Operating Costs ”) for such month, as set forth in the applicable Budget.  The Borrower may withdraw all amounts deposited in the Borrower Operating Account and apply them to pay Operating Costs.  On the SG&A Payment Determination Date for each Fiscal Quarter, beginning on July 15, 2013, in addition to the amounts referred to in the first sentence of this clause (ii) , the Administrative Agent shall withdraw from the Borrower Collection Account and shall deposit in the Borrower Operating Account an amount equal to the excess of (A) the sum of the actual Operating Costs for such Fiscal Quarter (or for the period from March 1, 2013 through June 30, 2013 in the case of the
 
 
87
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SG&A Payment Determination Date that occurs on July 15, 2013) and the Permitted SG&A Reimbursement Payments for such Fiscal Quarter over (B) the amounts withdrawn from the Borrower Collection Account during such Fiscal Quarter (or for the period from March 1, 2013 through June 30, 2013 in the case of the SG&A Payment Determination Date that occurs on July 15, 2013) and deposited in the Borrower Operating Account during such Fiscal Quarter (or period) pursuant to the first sentence of this clause (ii) .  The Borrower may withdraw all amounts so deposited in the Borrower Operating Account and apply them to pay Operating Costs and make payments to the Parent of any unpaid balance due with respect to the Permitted SG&A Reimbursement Payments for such Fiscal Quarter.  If the amounts withdrawn from the Borrower Collection Account and deposited into the Borrower Operating Account during any Fiscal Quarter (or period) pursuant to the first sentence of this clause (ii) exceed the amount of the sum of the actual Operating Costs for such Fiscal Quarter (or period) and the Permitted SG&A Reimbursement Payments for such Fiscal Quarter as finally determined in accordance with this Agreement, then on the SG&A Payment Determination Date for such Fiscal Quarter, the Administrative Agent shall deduct such excess from the amount withdrawn from the Borrower Collection Account and deposited in the Borrower Operating Account pursuant to the first sentence of this clause (ii) on such date; provided that if such excess is greater than the amount so to be withdrawn from the Borrower Collection Account and deposited in the Borrower Operating Account, the Borrower shall cause the Parent to promptly pay the shortfall to the Borrower Operating Account.  No more than thirty (30) days after the Closing Date, the Borrower shall enter into an Account Control Agreement with the applicable Deposit Bank and the Collateral Agent which provides for the Collateral Agent’s exclusive control over all cash collections and deposits received in the Borrower Operating Account upon delivery to the Deposit Bank of a Notice of Exclusive Control.  Notwithstanding anything herein to the contrary, if the Administrative Agent is not satisfied, in its sole discretion, with the reporting required pursuant to Section 7.01(a) or Section 7.01(c) , as applicable, it shall be under no obligation to withdraw any funds from the Borrower Collection Account in accordance with the foregoing.  The entire aggregate amount of any SG&A Retention Amount shall be retained by the Administrative Agent in the Borrower Collection Account.  The Borrower will maintain an accounting in relation to the Borrower Operating Account Reserve and will certify to the Administrative Agent the amount of the Borrower Operating Account Reserve funds on deposit at the time of any withdrawal of funds set forth in this Section 7.16(b)(ii ).
 
(iii)            CDF1 Deposits into CDF1 Lockbox Account .  The Borrower shall cause each Phase I Group Member to deposit or cause to be deposited all revenues and earnings derived from Phase I Installed Digital Systems (including all VPFs and Exhibitor Payments) into the CDF1 Lockbox Account.
 
(c)            Borrower Debt Service Reserve and Borrower Debt Service Reserve Account .  The Borrower shall fund and maintain at all times (as such amount may be reduced from time to time if applied pursuant to the terms hereof) the Borrower Debt Service Reserve in the Borrower Debt Service Reserve Account in accordance with the terms of this Agreement and the Account Control Agreement governing the Borrower Debt Service Reserve Account.  No more than thirty (30) days after the Closing Date, the Borrower shall enter into an Account Control Agreement with the applicable Deposit Bank and the Collateral Agent which provides for the Collateral Agent’s exclusive control over all deposits in the Borrower Debt Service Reserve Account.  On any Interest Payment Date or Payment Date when no Event of Default has
 
 
88
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
occurred and is continuing, the Administrative Agent may cause the Borrower Debt Service Reserve Account to be debited for the purpose of paying interest and/or principal, as the case may be, then due and payable to the extent amounts then on deposit in the Borrower Collection Account or otherwise available are insufficient.  During the continuance of an Event of Default, the Administrative Agent may, or, at the request of the Required Lenders, shall, cause the Borrower Debt Service Reserve Account to be debited for the purpose of paying interest and/or principal then due and payable to the extent amounts then on deposit in the Borrower Collection Account or otherwise available are insufficient.  Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent, on behalf of the Lenders, shall have recourse to the amounts in the Borrower Debt Service Reserve Account, if any, for (A) the payment of the principal of the Term Loans on the Maturity Date (or such earlier date on which the Term Loans become due and payable pursuant to Section 9.02 ) and (B) the payment in full of all other Obligations on the Maturity Date or during the continuance of an Event of Default.  All earnings on the Borrower Debt Service Reserve shall be credited to the Borrower Debt Service Reserve Account.
 
(d)            Distributions from the Borrower Collection Account .  Amounts on deposit in the Borrower Collection Account (including with respect to clause (ii) of this Section 7.16(d) , Excess Cash Flow in accordance with Section 4.02(a)(iii)) , shall be applied (i) on each Interest Payment Date, by the Administrative Agent to the payment of all interest due with respect to the Term Loans as of such Interest Payment Date and (ii) on each Payment Date (and subject to the proviso in Section 4.01(a)(iii)) , by the Administrative Agent to the payment of all principal and other amounts due (other than interest) with respect to the Term Loans as of such Payment Date (including any scheduled amounts due under any Hedging Agreements as of such Payment Date to the extent such amounts are Obligations) as set forth in Section 4.02(b) .
 
(e)            Payment Instructions .  All payments in Sections 7.16(b) and (d) shall be paid through amounts on deposit in the Borrower Collection Account and effected by the Administrative Agent providing the Collateral Agent or, if a standing instruction has been issued by the Collateral Agent pursuant to this clause (e) below or so long as the Administrative Agent and the Collateral Agent are the same Person, the applicable Deposit Bank, notice of the amounts to be disbursed from the Borrower Collection Account.  The Collateral Agent agrees to take such action requested by the Administrative Agent (including providing for a standing instruction to the applicable Deposit Bank authorizing the Administrative Agent, as sub-agent for the Collateral Agent, to direct the disbursement of funds) to allow for payments to be made in accordance with the terms thereof.  With respect to amounts on deposit in the Borrower Collection Account, the Collateral Agent agrees to take such action requested by the Administrative Agent (including providing for a standing instruction to the applicable Deposit Bank) to cause the applicable Deposit Bank to transfer such amounts to the Borrower Collection Account in accordance with Section 7.16(b) .
 
(f)            No Agent Liability .  Neither the Administrative Agent nor the Collateral Agent shall have any responsibility for, or bear any risk of loss of, any investment or income of any funds in any Cash Collateral Account.  From time to time after funds are deposited in any Cash Collateral Account, the Collateral Agent may apply funds then held in such Cash Collateral Account to the payment of Obligations in accordance with this Agreement.  Neither the Parent nor any Group Member and no Person claiming on behalf of or through the Parent or any Group
 
 
89
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Member shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all Commitments and the payment in full of all Obligations.
 
SECTION 7 .17             Required Hedging .  The Borrower shall, within thirty (30) days of the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), enter into and thereafter maintain Interest Rate Contracts with a Secured Hedging Counterparty to provide protection against fluctuation of interest rates until at least the third anniversary of the Closing Date in a notional principal amount that equals at least the Required Notional Amount for the applicable period of the aggregate principal amount of the Term Loans outstanding at such time at a capped per annum LIBOR Rate, in each case, of 2.00% (based on an Interest Period of one month) or on such other terms satisfactory to the Administrative Agent to protect the Borrower against increases in the LIBOR Rate; provided that the final, aggregate cost to the Borrower of such Interest Rate Contracts shall not exceed $678,000.
 
SECTION 7.18             Phase II SocGen MSA .  Access Phase 2 and the Borrower shall, and shall cause the Parent to, within thirty (30) Business Days of the Closing Date, (x) use their commercially reasonable efforts to obtain an amendment and restatement or an assignment of the Phase II SocGen MSA that will transfer all right, title and interest of the Parent in and to the Phase II SocGen MSA, and such that the Borrower will be the administrative servicer thereunder (the parties agree that such commercially reasonable efforts are defined to include the efforts that a reasonable Person in the position of the Borrower, Access Phase 2 and the Parent would use to obtain the amendment and restatement or assignment, as applicable, of the Phase II SocGen MSA as expeditiously as possible, which shall not include the payment of fees or other monies) and (y) if such an amendment and restatement or assignment, as applicable, is obtained, deliver true, correct and complete copies of all consents, waivers, acknowledgements and other agreements from any Loan Party or third parties which the Administrative Agent or the Collateral Agent may deem necessary in order to permit such transfer to occur.
 
SECTION 7. 19             DCI Specifications Compliance .  Except as set forth on Schedule 6.26 , all Digital Systems shall at all times comply with the DCA Specifications or any updated specifications required by any Digital Cinema Deployment Agreement, in each case, unless such compliance has been waived in writing by a Distributor and such waiver has been provided to the Administrative Agent or is otherwise referenced on Schedule 6.26 hereof.
 
SE CTION 7.20             Management Services Agreement .  Each of the Borrower and Access Phase 2 shall, and shall cause the Parent to, cause each Management Services Agreement entered into after the Closing Date to name the Borrower as the manager or administrative servicer thereunder, with the Borrower being entitled to the receipt of all Servicing Fees, Incentive Servicing Fees and other fees payable to the manager or the administrative servicer thereunder.
 
SEC TION 7.21              Board Observation Rights .
 
(a)            Prospect shall have the right to appoint a single observer to the governing body of the Borrower (the “ Board ”), which Person shall be entitled to attend (or at the option of such observer, monitor by telephone) all meetings of the Board and each committee of the
 
 
90
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Board (other than any portions of any meetings of the manager or any of its committees that constitute executive sessions or relate to this Agreement or which involve the exchange of privileged attorney-client information or work product) but shall not be entitled to vote, and who shall receive all reports, meeting materials, notices, written consents, and other materials (in each case other than any portions of such reports or materials that contain confidential information relating to this Agreement or attorney-client privileged information or work product) as and when provided to the members of the Board.  The Borrower shall reimburse Prospect for the reasonable travel expenses incurred by any such observer appointed by Prospect in connection with attendance at or participation in meetings in person or by telephone.
 
(b)           The Borrower agrees to hold at least one meeting of its Board in person in each Fiscal Year of the Borrower.
 
SECTION 7. 22             Post-Closing Matters .
 
(a)           The Loan Parties will cause to be delivered to the Administrative Agent, within thirty (30) days of the Closing Date, good standing certificates for Access Phase 2, issued by the appropriate officer or official body of Michigan, where Access Phase 2 is qualified to do business as a foreign entity, each of which certificates shall indicate that Access Phase 2 is in good standing in the applicable jurisdiction.
 
(b)           The Loan Parties will cause to be delivered to the Collateral Agent fully-executed Account Control Agreements for each deposit account, and within the time frames for delivery, set forth in Section 7.13 and Section 7.16 .
 
SECT ION 7.23              Triggering Event .  If, at any time, the Borrower elects not to make a voluntary prepayment with CDF1 Excess Cash Flow on any Payment Date on or after the Discharge of the CDF1 Credit Agreement Obligations (each, a “ Triggering Event ”), as requested by the Administrative Agent or the Collateral Agent, either (x) the Parent will and will cause each of the Borrower and CDF1 to, or (y) the Collateral Agent will, cause each of the Parent and its applicable Subsidiaries to, pursuant to the Powers of Attorney, immediately enter into the Replacement Phase I MSA.  Notwithstanding anything in this Agreement or in any other Loan Document, the Collateral Agent is entitled to specific performance with respect to this Section 7.23 .
 
ARTIC LE VIII
 
NEGATIVE COVENANTS
 
Each of the Loan Parties, jointly and severally, hereby covenant and agree that, on the Closing Date and thereafter until the Term Loans, together with interest, Fees and all other Obligations incurred hereunder (other than Unasserted Contingent Obligations), are paid in full in accordance with the terms of this Agreement:
 
SECT IO N 8.01              Limitation on Indebtedness .
 
 
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CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(a)           The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for the following:
 
(i)            the Obligations;
 
(ii)           Indebtedness existing on the date hereof and set forth on Schedule 6.22 , together with any Permitted Refinancing thereof, other than with respect to the Indebtedness arising under the CDF1 Credit Agreement and the “Loan Documents” (as defined in the CDF1 Credit Agreement);
 
(iii)           Indebtedness consisting of Capitalized Lease Obligations (other than with respect to a lease entered into as part of a Sale and Leaseback Transaction) and purchase money Indebtedness, in each case incurred by any Loan Party to finance the acquisition, repair, improvement or construction of fixed or capital assets of such Loan Party, together with any Permitted Refinancing thereof; provided , however , that (i) the aggregate outstanding principal amount of all such Indebtedness does not exceed $250,000 at any time and (ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed, whether directly or through a Permitted Refinancing, with such Indebtedness (each measured at the time such acquisition, repair, improvement or construction is made);
 
(iv)           intercompany loans made by a Loan Party to any other Loan Party so long as such loans constitute Permitted Investments of such Loan Party;
 
(v)           Guaranty Obligations of any Loan Party with respect to Permitted Indebtedness of any other Loan Party (other than Indebtedness permitted hereunder in reliance upon clause (a)(ii) above, for which Guaranty Obligations may be permitted to the extent set forth in such clause);
 
(vi)           to the extent constituting Indebtedness, endorsements for collection or deposit;
 
(vii)          Indebtedness consisting of Secured Hedging Obligations (as defined in the CDF1 Credit Agreement) to the extent permitted thereunder; and
 
(viii)         unsecured Indebtedness not otherwise permitted hereby in an aggregate principal amount not to exceed $250,000 at any time outstanding and which has no cash pay interest.
 
(b)           Access Phase 2 will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, except for the following:
 
(i)            Indebtedness existing on the date hereof and set forth on Schedule 6.22 , together with any Permitted Refinancing thereof;
 
 
92
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(ii)           Indebtedness consisting of Capitalized Lease Obligations (other than with respect to a lease entered into as part of a Sale and Leaseback Transaction) and purchase money Indebtedness, in each case incurred by any such Person to finance the acquisition, repair, improvement or construction of fixed or capital assets of such Person, together with any Permitted Refinancing thereof; provided, however, that (i) the aggregate outstanding principal amount of all such Indebtedness does not exceed $250,000 at any time and (ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed, whether directly or through a Permitted Refinancing, with such Indebtedness (each measured at the time such acquisition, repair, improvement or construction is made);
 
(iii)           intercompany loans made by any such Person to any other such Person so long as such loans constitute Permitted Investments of such Person;
 
(iv)           Guaranty Obligations of any such Person with respect to Indebtedness of any other such Person expressly permitted by this Section 8.01(b) (other than Indebtedness permitted hereunder in reliance upon clause (b)(i) above, for which Guaranty Obligations may be permitted to the extent set forth in such clause);
 
(v)           to the extent constituting Indebtedness, endorsements for collection or deposit;
 
(vi)           Indebtedness in respect of Hedging Agreements (other than Hedging Agreements entered into with CHG or any Affiliate of CHG) incurred in the ordinary course of business in accordance with Section 7.12 of the CDF2 Credit Agreement (as of the Closing Date) and not for speculative purposes; and
 
(vii)          unsecured Indebtedness not otherwise permitted hereby in an aggregate principal amount not to exceed $250,000 at any time outstanding and which has no cash pay interest.
 
SEC TION 8.02              Limitation on Liens .
 
(a)           The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock), whether now owned or hereafter acquired, except for the following:
 
(i)             Liens created pursuant to any Loan Document;
 
(ii)           with respect to each such Person, Customary Permitted Liens;
 
(iii)           Liens existing on the date hereof and set forth on Schedule 8.02 securing Indebtedness permitted in relation to such Liens under Section 8.01(a) (whether directly or through a Permitted Refinancing to the extent permitted pursuant to Section 8.01(a) );
 
(iv)           Liens on the property of any such Person securing Indebtedness (whether directly or through a Permitted Refinancing) permitted under Section 8.01(a)(iii) ;
 
 
93
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
provided , however , that (i) such Liens exist prior to the acquisition of, or attach substantially simultaneously with, or within ninety (90) days after, the acquisition, repair, improvement or construction of, such property financed by such Indebtedness (whether directly or through a Permitted Refinancing) and (ii) such Liens do not extend to any property of any such Person other than the property (and proceeds thereof) acquired or built, or the improvements or repairs, financed by such Indebtedness (whether directly or through a Permitted Refinancing); and
 
(v)           Liens arising by operation of Applicable Law as a result of the non-payment of lawful claims; provided, that such Liens do not encumber property that, individually or in the aggregate, has a value greater than or equal to $250,000.
 
(b)           Access Phase 2 will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of any such Person (including its Capital Stock), whether now owned or hereafter acquired, except for the following:
 
(i)             with respect to each such Persons, Customary Permitted Liens;
 
(ii)           Liens existing on the date hereof and set forth on Schedule 8.02 securing Indebtedness permitted in relation to such Liens under Section 8.01(b) (whether directly or through a Permitted Refinancing to the extent permitted pursuant to Section 8.01(b) );
 
(iii)           Liens on the property of any such Person securing Indebtedness (whether directly or through a Permitted Refinancing) permitted under Section 8.01(b)(ii) ; provided , however, that (i) such Liens exist prior to the acquisition of, or attach substantially simultaneously with, or within 90 days after, the acquisition, repair, improvement or construction of, such property financed by such Indebtedness (whether directly or through a Permitted Refinancing) and (ii) such Liens do not extend to any property of any such Person other than the property (and proceeds thereof) acquired or built, or the improvements or repairs, financed by such Indebtedness (whether directly or through a Permitted Refinancing); and
 
(iv)           Liens arising by operation of Applicable Law as a result of the non-payment of lawful claims; provided, that such Liens do not encumber property that, individually or in the aggregate, has a value greater than or equal to $250,000.
 
SECTION 8. 03              Investments.
 
(a)           The Borrower will not, and will not permit any of its Subsidiaries to, purchase, make, incur, assume or permit to exist any Investment in any other Person, except the following:
 
(i)            Investments existing as of the Closing Date and set forth on Schedule 8.03 ;
 
(ii)           Investments in cash and Cash Equivalents maintained in Cash Collateral Accounts of such Persons or as otherwise permitted by the CDF1 Credit Agreement;
 
 
94
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(iii)          (x) endorsements for collection or deposit in the ordinary course of business consistent with past practice, (y) extensions of trade credit (other than to Affiliates of the Borrower) arising or acquired in the ordinary course of business and (z) Investments received in settlements in the ordinary course of business of past due receivables; and
 
(iv)          Investments by any such Persons in any other such Persons, including the purchase of a portion of the “Term Loans” (as defined in the CDF1 Credit Agreement) under the CDF1 Credit Agreement in an aggregate principal amount equal to $5,000,000 at a purchase price of 99.75% of the aggregate face amount of such Term Loans, either on or promptly after the Closing Date.
 
(b)           Access Phase 2 will not, and will not permit any of its Subsidiaries to, purchase, make, incur, assume or permit to exist any Investment in any other Person, except the following:
 
(i)            Investments existing on the date hereof and set forth on Schedule 8.03 ;
 
(ii)           Investments in cash and Cash Equivalents maintained in Cash Collateral Accounts of such Persons;
 
(iii)          (x) endorsements for collection or deposit in the ordinary course of business consistent with past practice, (y) extensions of trade credit (other than to Affiliates of CDF2) arising or acquired in the ordinary course of business and (z) Investments received in settlements in the ordinary course of business of past due receivables;
 
(iv)          Investments by any such Person in any other such Person; and
 
(v)           Investments consisting of CDF2 Non-Recourse Loans (as defined in the CDF2 Credit Agreement as of the Closing Date) made pursuant to the “Loan Documents” (as defined in the CDF2 Credit Agreement).
 
SECTION 8.04               Asset Sales; Stock Issuances .
 
(a)           The Borrower will not, and will not permit any of its Subsidiaries to, Sell, or enter into any agreement to Sell, the Borrower’s or such other Person’s assets to any Person in one transaction or a series of transactions, or issue any shares of its own Stock, except for the following:
 
(i)            in each case to the extent entered into in the ordinary course of business and made to a Person that is not an Affiliate of the Borrower, (x) Sales of cash, Cash Equivalents, inventory or property that has become obsolete or worn out, (y) non-exclusive licenses of Intellectual Property and (z) exchanges of Digital Systems, or components thereof, in connection with system upgrades;
 
(ii)           a true lease or sublease of Real Property not constituting Indebtedness and not entered into as part of a Sale and Leaseback Transaction;
 
 
95
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(iii)           (x) any Sale of any property (other than their own Stock or Stock Equivalents) by any such Person to any other such Person to the extent any resulting Investment constitutes a Permitted Investment and (y) any Restricted Payment by any such Person permitted pursuant to Section 8.06 ;
 
(iv)          any Sale or issuance by any Subsidiary of Access of its own Stock to any Loan Party, provided , however , that the proportion of such Stock and of each class of such Stock (both on an outstanding and fully-diluted basis) held by the Loan Parties, taken as a whole, does not change as a result of such Sale or issuance;
 
(v)           any Sale of Phase I Installed Digital Systems to an Approved Exhibitor in connection with the exercise by such Approved Exhibitor of its buyout option under the applicable Exhibitor Agreement; provided , however , that the aggregate number of Phase I Installed Digital Systems sold pursuant to this clause (a)(v ) shall not exceed ten percent (10%) of the aggregate number of Phase I Installed Digital Systems as of the date of such Sale; and
 
(vi)          any Sale or issuance by the Borrower of its own Stock or Stock Equivalents to the extent not resulting in a Change of Control and subject to the express limitations set forth in the definition thereof; provided that it shall be a condition to the issuance or a Sale of any such Stock or Stock Equivalents that such Stock or Stock Equivalents be pledged to the Collateral Agent, for the benefit of the Secured Parties, to secure the Obligations.
 
(b)           Access Phase 2 will not, and will not permit any of its Subsidiaries to, Sell, or enter into any agreement to Sell, Access Phase 2’s or such other Person’s assets to any Person in one transaction or a series of transactions, except for the following:
 
(i)            in each case to the extent entered into in the ordinary course of business and made to a Person that is not an Affiliate of such Person:  (x) Sales of Cash Equivalents, Inventory or property that has become obsolete or worn out and (y) non-exclusive licenses of Intellectual Property;
 
(ii)            a true lease or sublease of Real Property not constituting Indebtedness and not entered into as part of a Sale and Leaseback Transaction;
 
(iii)           any Sale of any property (other than their own Stock or Stock Equivalents) by any such Person to any other such Person to the extent any resulting Investment constitutes (x) a Permitted Investment and (y) any Restricted Payment by any such Person permitted pursuant to Section 8.06 ;
 
(iv)           (x) to the extent not resulting in a Change of Control and subject to the express limitations set forth in the definition thereof, any Sale or issuance by CDF2 of its own Stock to CDF2 Holdings to the extent permitted in the CDF2 Credit Agreement, and (y) to the extent not resulting in a Change of Control and subject to the express limitations set forth in the definition thereof, any Sale or issuance by any Subsidiary of CDF2 of its own Stock to any Phase II Group Member, provided , however, that the proportion of such Stock and of each class of such Stock (both on an outstanding and fully-diluted basis) held by the “Loan Parties” (as defined in the CDF2 Credit Agreement), taken as a whole, does not change as a result of such Sale or issuance; and
 
 
96
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(v)           any Sale of Phase II Installed Digital Systems to an Approved Exhibitor in connection with the exercise by such Approved Exhibitor of its buyout option under the applicable Phase II Exhibitor Agreement; provided , however, that the aggregate number of Phase II Installed Digital Systems sold pursuant to this clause (b)(v) shall not exceed 10% of the aggregate number of Phase II Installed Digital Systems as of the date of such Sale.
 
SECTION 8.05             Fundamental Changes .
 
(a)           Neither the Borrower nor any of its Subsidiaries shall (i) merge, consolidate or amalgamate with any other Person, (ii) acquire all or substantially all of the Stock or Stock Equivalents of any other Person or (iii) acquire all or substantially all of the assets of any other Person or all or substantially all of the assets constituting any line of business, division, branch, operating division or other unit operation of any other Person, in each case except for the following:
 
(i)             the merger, consolidation or amalgamation of any such Person into any other Person; and
 
(ii)            the merger, consolidation or amalgamation of any such Person for the sole purpose, and with the sole material effect, of changing its State of organization within the United States;
 
p rovided , however , that (A) in the case of any merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving Person, (B) in the case of any merger, consolidation or amalgamation involving any such Person (other than the Borrower), a Loan Party shall be the surviving Person and (C) prior to or contemporaneously with the consummation of any action permitted under this Section 8.05(a) , all actions required to maintain the perfection of the Liens of the Collateral Agent on the Stock or property of such Person shall have been made.
 
(b)           Neither Access Phase 2 nor any of its Subsidiaries will (i) merge, consolidate or amalgamate with any other Person, (ii) acquire all or substantially all of the Stock or Stock Equivalents of any other Person or (iii) acquire all or substantially all of the assets of any other Person or all or substantially all of the assets constituting any line of business, division, branch, operating division or other unit operation of any other Person, in each case except for the following:
 
(i)             the merger, consolidation or amalgamation of any such Person (other than CDF2 or Access Phase 2) into any other such Person; and
 
(ii)            the merger, consolidation or amalgamation of any such Person for the sole purpose, and with the sole material effect, of changing its State of organization within the United States;
 
provided , however , that (A) in the case of any merger, consolidation or amalgamation involving either of Access Phase 2 or CDF2, Access Phase 2 or CDF2, as applicable, shall be the surviving Person, (B) in the case of any merger, consolidation or amalgamation involving any such Person (other than CDF2 or Access Phase 2), any other such Person shall be the surviving Person and
 
 
97
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(C) prior to or contemporaneously with the consummation of any action permitted under this Section 8.05(b) , all actions required to maintain the perfection of the Liens of the Collateral Agent or the CDF2 Credit Agreement “Collateral Agent” (as defined in the CDF2 Credit Agreement), as applicable, on the Stock or property of such Person shall have been made.
 
SECTION 8. 06              Restricted Payments.
 
(a)           The Borrower will not, and will not permit any of its Subsidiaries to, make any Restricted Payment, or make any deposit for any Restricted Payment, except for the following:
 
(i)            the Permitted SG&A Reimbursement Payments by the Borrower to the Parent;
 
(ii)           Restricted Payments by any such Person to any other such Person;
 
(iii)          the Closing Date Permitted Restricted Payment made in accordance with Section 7.10(i) and as set forth on Schedule A ; and
 
(iv)           Restricted Payments to the extent expressly permitted by the CDF1 Credit Agreement.
 
Notwithstanding the foregoing or anything herein to the contrary, in no event shall the Borrower make a Restricted Payment (other than the Permitted SG&A Reimbursement Payment) without the prior written consent of the Lenders (a funding of the Term Loans on the Closing Date shall be deemed to be the prior written consent by the Lenders to the making of the Closing Date Restricted Payments as set forth in Section 8.06(a)(iii) ).
 
(b)           Access Phase 2 will not, and will not permit any of its Subsidiaries to, make any Restricted Payment, or make any deposit for any Restricted Payment, except for the following:
 
(i)             Restricted Payments by any such Person to any other such Person;
 
(ii)           dividends and distributions declared and paid on the common Stock of any such Person ratably to the holders of such common Stock and payable only in common Stock of such Person;
 
(iii)           Restricted Payments by any such Person to holders of such Person’s equity for the sole purpose of funding the payment of net income taxes attributable to income of such Person but in an amount not to exceed the actual liability that would be incurred by such Person on a standalone basis if it was a tax paying entity; provided that, no payments shall be allowed for any taxes or tax obligations (including interest and penalties) owing by any such Person to a Governmental Authority arising from or related to an audit of CDF2’s equity structure; and
 
(iv)           to the extent expressly permitted by Sections 4.4 and 4.5 of the Multiparty Agreement, Restricted Payments made during the “Availability Period” (as defined in
 
 
98
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
the CDF2 Credit Agreement) to CDF2 Holdings from amounts on deposit in the Collection Account (as defined in the CDF2 Credit Agreement).
 
SECTION 8.07              Payments of Indebtedness .
 
(a)           Except in connection with Permitted Refinancing Indebtedness permitted by Section 8.01 and as otherwise permitted by the CDF1 Credit Agreement, the Borrower will not, and will not permit any of its Subsidiaries to, make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations, if such payment is not permitted at such time under the subordination terms and conditions applicable thereto.
 
(b)           Access Phase 2 will not, and will not permit any of its Subsidiaries to (i) prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness, (ii) set apart any property for such purpose, whether directly or indirectly and whether to a sinking fund, a similar fund or otherwise, or (iii) make any payment in violation of any subordination terms of any Indebtedness; provided , however, that each such Person may, in accordance with and to the extent permitted by the “Loan Documents” (as defined in the CDF2 Credit Agreement), do each of the following:
 
(i)             (A) prepay the “Obligations” (as defined in the CDF2 Credit Agreement) or (B) consummate a Permitted Refinancing;
 
(ii)            so long as no “Event of Default” (as defined in the CDF2 Credit Agreement) has occurred and is continuing, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or set apart any property for such purpose) any Indebtedness permitted under Section 8.01(b)(iii) and owing to any other such Person; and
 
(iii)           make regularly scheduled or otherwise required repayments or redemptions of Indebtedness (other than Indebtedness owing to any Affiliate of CDF2).
 
SECTION 8. 08              Third-Party Restrictions on Indebtedness, Liens, Investments or Restricted Payments .
 
(a)           Neither the Borrower nor any of its Subsidiaries shall incur or otherwise suffer to exist or become effective or remain liable on or be responsible for any Contractual Obligation limiting the ability of (i) any such Person to make Restricted Payments to, or Investments in, or repay Indebtedness or otherwise Sell property to, any other such Person or (ii)   any such Person to incur or suffer to exist any Lien upon its property, whether now owned or hereafter acquired, securing any of its Obligations (including any “equal and ratable” clause and any similar Contractual Obligation requiring, when a Lien is granted on any property, another Lien to be granted on such property or any other property), except, for each of clauses (a)(i) and (ii) above, (x) pursuant to the Loan Documents, (y) pursuant to the “Loan Documents” (as defined in the CDF1 Credit Agreement) and (z) limitations on Liens (other than those securing any Obligation) on any property whose acquisition, repair, improvement or construction is financed by purchase money Indebtedness, Capitalized Lease Obligations or Permitted Refinancings permitted under Section 8.01(a)(ii) or (iii) set forth in the Contractual Obligations governing such Indebtedness, Capitalized Lease Obligations or Permitted Refinancing or Guaranty Obligations with respect thereto.
 
 
99
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(b)           Access Phase 2 shall not, and will not permit any of its Subsidiaries, to incur or otherwise suffer to exist or become effective or remain liable on or be responsible for any Contractual Obligation limiting the ability of (i) any such Person (other than CDF2) to make Restricted Payments to, or Investments in, or repay Indebtedness or otherwise Sell property to, any other such Person or (ii) any such Person to incur or suffer to exist any Lien upon its property, whether now owned or hereafter acquired, securing any of its “Secured Obligations” (used in this clause (b) as defined in the CDF2 Credit Agreement) (including any “equal and ratable” clause and any similar Contractual Obligation requiring, when a Lien is granted on any property, another Lien to be granted on such property or any other property), except, for each of clauses (b)(i ) and (ii) above, (x) pursuant to the “Loan Documents” (as defined in the CDF2 Credit Agreement), (y) pursuant to the “Loan Documents” (as defined in the CDF2 Credit Agreement) and (z) limitations on Liens (other than those securing any Secured Obligation) on any property whose acquisition, repair, improvement or construction is financed by purchase money Indebtedness, Capitalized Lease Obligations or Permitted Refinancings permitted under Section 8.01(b)(ii ) set forth in the Contractual Obligations governing such Indebtedness, Capitalized Lease Obligations or Permitted Refinancing or Guaranty Obligations with respect thereto.
 
SECTION 8.09              Transactions with Affiliates .
 
(a)           Neither the Borrower nor any of its Subsidiaries shall, except as otherwise expressly permitted herein, enter into any other transaction directly or indirectly with, or for the benefit of, any Affiliate (including Guaranty Obligations with respect to any obligation of any such Affiliate), except for (i) transactions between or among such Persons, (ii) transactions in the ordinary course of business on a basis no less favorable to such Person as would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of such Person, (iii) Restricted Payments permitted under Section 8.06 , (iv) transactions evidenced by a Management Services Agreement (including the payment of any Servicing Fees and Incentive Servicing Fees to the extent permitted hereunder) or the General Services Agreement, and (v) reasonable director compensation to directors of any such Person to the extent such compensation is reflected in the Budget most recently delivered to the Administrative Agent.
 
(b)           Access Phase 2 shall not, and shall not permit any of its Subsidiaries to, except as otherwise expressly permitted herein, enter into any other transaction directly or indirectly with, or for the benefit of, any Affiliate (including Guaranty Obligations with respect to any obligation of any such Affiliate), except for (i) transactions between or among such Persons, (ii) transactions in the ordinary course of business on a basis no less favorable to such Person as would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of such Person, (iii) Restricted Payments permitted under Section 8.06 , (iv) transactions evidenced by the Phase II Australia MSA, the Phase II Exhibitor/Buyer MSA, the Phase II KBC MSA, the Phase II SocGen MSA and any other Management Services Agreement (including the payment of any Servicing Fees and Incentive Servicing Fees thereunder), and (v) reasonable director compensation to directors of any such Person to the extent such compensation is reflected in the most recent Budget delivered to the Administrative Agent.
 
SECTION 8.10             Change in Nature of Business .  No Loan Party or any of its Subsidiaries shall carry on any business, operations or activities (whether directly, through a
 
 
100
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
joint venture, or otherwise) substantially different from those carried on by the Loan Parties at the date hereof and business, operations and activities reasonably related thereto.
 
SECTION 8 .11             Accounting Changes; Fiscal Year .  No Group Member shall change its (a) accounting treatment or reporting practices, except as required by GAAP or any Applicable Law, or (b) its fiscal year or its method for determining fiscal quarters or fiscal months without the prior written consent of the Administrative Agent.
 
SECTION 8 .12             Margin Regulations .  No Loan Party or any of its Subsidiaries shall use all or any portion of the proceeds of any credit extended hereunder to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) in contravention of Regulation U of the Federal Reserve Board.
 
SECTION 8.13             Compliance with ERISA .  Each of the Borrower and Access Phase 2 will, and will cause the Parent to, ensure that no ERISA Affiliate shall cause or suffer to exist (a) any event that could result in the imposition of a Lien with respect to any Title IV Plan or Multiemployer Plan or (b) any other   ERISA Event, that would, in the aggregate, have a Material Adverse Effect.  No Loan Party or any of its Subsidiaries shall cause or suffer to exist any event that could result in the imposition of a Lien with respect to any Benefit Plan.
 
SECTION 8. 14             Hazardous Materials .  Other than such violations, Environmental Liabilities and effects that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, each of the Borrower and Access Phase 2 will, and will cause the Parent to, ensure that no Group Member shall cause or suffer to exist (a) the disposal, transportation, sale, reuse, recycle or Release of any Hazardous Materials from Digital Systems in violation of Environmental Laws or (b) the Release of any Hazardous Material at, to or from any Real Property owned, leased, subleased or otherwise operated or occupied by any Group Member that would violate any Environmental Law, form the basis for any Environmental Liabilities or otherwise adversely affect the value or marketability of any Real Property (whether or not owned by any Group Member).
 
SECTION 8. 15             No Foreign Subsidiaries .  Each of the Borrower and Access Phase 2 shall, and shall cause the Parent to, ensure that neither the Borrower, nor any other Group Member, shall create or have any Foreign Subsidiaries or any interest in any foreign joint ventures, other than to the extent consented to by the Administrative Agent in writing prior to any such event.  If the Administrative Agent consents in writing to the formation of any such Foreign Subsidiary, such Foreign Subsidiary will be subject to all of the requirements of Sections 7.08 and 7.09 .
 
SECTION 8. 16             Bank Accounts .  Other than the Cash Management Accounts or as otherwise expressly provided in Section 7.13 , the Borrower shall ensure that no Loan Party shall create, own or otherwise have an interest (whether an ownership interest, an interest in deposited funds or otherwise) in any deposit or other bank account (including any securities account or any zero balance, payroll, withholding or other fiduciary account).
 
SECTION 8 .17             [Intentionally Omitted]
 
 
101
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SECTION 8.18              Management Services Agreements.   Each of the Borrower and Access Phase 2 shall, and shall cause the Parent to, ensure that no Group Member shall, after the Closing Date, enter into, or permit any other Group Member or any Loan Party to enter into, any new management services agreement or Consents, amendments, restatements, supplements, or other modifications, renewals, waivers or replacements from time to time, in relation to any Management Services Agreement, other than any new management services agreement or any Consents, amendments, restatements, supplements, or other modifications, renewals, waivers or replacements in relation to any Management Services Agreements that are in form and substance satisfactory to the Administrative Agent, including satisfying each of the requirements of Section 7.20 , and, in each case, in relation to which an MSA Assignment is executed and delivered.
 
SECTION 8 .19             CDF1 Credit Agreement .  The Borrower and the other Loan Parties shall ensure that no Phase I Group Member shall, after the Closing Date, enter into, or permit any other Phase I Group Member or any Loan Party to enter into amendments, restatements, supplements, or other modifications, renewals, waivers or replacements from time to time, in relation to the CDF1 Credit Agreement or any “Loan Documents” (as defined therein), except, in each case, without not less than five (5) Business Days’ notice to the Administrative Agent (or such shorter notice period acceptable to the Administrative Agent in its sole discretion).  The Borrower and the Loan Parties shall ensure that no Phase I Group Member shall, after the Closing Date, waive or otherwise modify in any material respect any term (or permit or consent to the material waiver or modification of any term) of, or otherwise consent to any departure in any material respect from any requirement of the CDF1 Credit Agreement or any “Loan Documents” (as defined therein), except, in each case, without the prior written consent of the Administrative Agent not to be unreasonably withheld (it being understood and agreed that any proposed modification to the provisions of Sections 7.11 and Section 9.3 of the CDF1 Credit Agreement shall be subject to the Administrative Agent’s sole discretion and prior written consent).
 
SECTION 8 .20             Other Agreements .  (A) Each of the Borrower and Access Phase 2 shall, and shall cause the Parent to, ensure that no Group Member shall, after the Closing Date, enter into, or permit any other Group Member or any Loan Party to enter into any amendments, restatements, supplements, or other modifications, renewals, waivers or replacements from time to time, in relation to any of the following agreements, unless any such amendment, restatement, supplement, or other modification, renewal, waiver or replacement has been provided to the Administrative Agent at least five (5) Business Days in advance of the proposed date of execution of any such amendment, restatement, supplement, or other modification, renewal, waiver or replacement and a copy of any such amendment, restatement, supplement, or other modification, renewal, waiver or replacement is promptly delivered to the Administrative Agent upon its execution) and (B) each of the Borrower and Access Phase 2 shall, and shall cause the Parent to, ensure that no Group Member shall, after the Closing Date, enter into, or permit any other Group Member or any Loan Party to enter into any material amendments, restatements, supplements, or other modifications, renewals, waivers or replacements from time to time, in relation to any of the following agreements, unless any such material amendment, restatement, supplement, or other modification, renewal, waiver or replacement is in form and substance reasonably satisfactory to the Administrative Agent and the Administrative Agent has given its consent to entry into the same in writing, such consent not to be unreasonably withheld (and a
 
 
102
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
copy of any such amendment, restatement, supplement, or other modification, renewal, waiver or replacement is promptly delivered to the Administrative Agent upon its execution):
 
(i)            its Constituent Documents;
 
(ii)           any Digital Cinema Deployment Agreement;
 
(iii)          any Material Exhibitor Agreement;
 
(iv)          the CDF2 Credit Agreement and all other principal “Loan Documents” (as defined therein) (it being understood and agreed that any proposed modification to the provisions of Sections 7.11 of the CDF2 Credit Agreement or any of the provisions of Sections 4.1, 4.2, 4.3, 4.4., 4.5, 4.6, 4.7, 4.8, 4.9 or 4.10 of the Multiparty Agreement shall be subject to the Administrative Agent’s sole discretion and prior written consent);
 
(v)           the KBC Facility Documents;
 
(vi)          the principal CHG Lease Facility Documents;
 
(vii)         (x) all IP Licenses and (y) all software license agreements between CDF1 and Access including, without limitation, the Amended and Restated Software License Agreement dated as of February 28, 2013, by and between Access and CDF1;
 
(viii)         all Intercompany Agreements;
 
(ix)           the CDF2 Sale and Contribution Agreement;
 
(x)            any Service Agreement;
 
(xi)           the General Services Agreement;
 
(xii)          the Tax Consolidation Documents; and
 
(xiii)         any Back-Up Servicer Agreement (including the Phase I Back-Up Servicer Agreement).
 
Notwithstanding anything herein to the contrary, any amendment, restatement, supplement, or other modification, renewal, waiver or replacement which would have the effect, in any respect, of amending, modifying or waiving any provision of any of the above Contractual Obligations relating to the payment of Servicing Fees, Incentive Servicing Fees or similar fees to any Loan Party or any of their Subsidiaries shall be deemed to be material and requiring the Administrative Agent’s consent (not to be unreasonably withheld).
 
SECT ION 8.21             Capital Expenditures .  No Loan Party shall incur, or permit to be incurred, Capital Expenditures (to the extent not the responsibility of the Parent under the Phase I MSA) to exceed $50,000 in any Fiscal Year (the “ Capital Expenditure Allowance ”) absent the prior written consent of the Administrative Agent, not to be unreasonably withheld; provided , that if any amount of the Capital Expenditure Allowance is not used a Fiscal Year, the Capital
 
 
103
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Expenditure Allowance for the Fiscal Year immediately following such Fiscal Year shall be increased by such unused amount, but, for the avoidance of doubt, no such unused amount may be carried over beyond the Fiscal Year immediately following such Fiscal Year.
 
ARTICLE IX\
EVENTS OF DEFAULT
 
SECTION 9.01             Listing of Events of Default .  Each of the following events or occurrences described in this Section 9.01 shall constitute an “ Event of Default ”:
 
(a)            Non-Payment of Obligations .  The Borrower shall default in the payment of:
 
(i)            any principal of any Term Loan when such amount is due; or
 
(ii)           any interest on any Term Loan and such default shall continue unremedied for a period of three (3) Business Days after such amount is due; or
 
(iii)          any fee described in Article III or any other monetary Obligation, and such default shall continue unremedied for a period of five (5) Business Days after such amount is due.
 
(b)            Breach of Warranty .  Any representation or warranty made or deemed to be made by any Loan Party in any Loan Document (including any certificate delivered pursuant to any provision of this Agreement) is or shall be incorrect in any material respect on or as of the date when made or deemed to have been made; provided , that any representation or warranty that is already qualified in the text thereof as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects so stated on the applicable date.
 
(c)            Non-Performance of Certain Covenants and Obligations .  (i) Any Loan Party shall default in the due performance or observance of any of its obligations under Section 4.02 , Section 7.01 , Section 7.02(a) , Section 7.05 (solely with respect to such Loan Party’s existence and its maintenance of good standing in its jurisdiction of organization), Section 7.08 , Section 7.09 , Section 7.10 , Section 7.13 , Section 7.15 , Section 7.16 , Section 7.17 , Section 7.18 , Section 7.19 , Section 7.20 , Section 7.21 , Section 7.22 , Section 7.23 or Article VIII , or (ii) any Loan Party shall default in the due performance or observance of its obligations under any covenant applicable to it under the Security Agreement or (iii) the Limited Recourse Pledgor shall default in the due performance or observance of its obligations under any covenant applicable to it under the Limited Recourse Pledge Agreement or (iv) the Limited Recourse Guarantor shall default in the due performance or observance of its obligations under any covenant applicable to it under the Limited Recourse Guaranty.
 
(d)            Non-Performance of Other Covenants and Obligations .  Any Loan Party shall default in the due performance and observance of any obligation contained in any Loan Document executed by it (other than as specified in Sections 9.01(a) through (c) ), and such default shall continue and remain unremedied for a period of thirty (30) days after the occurrence thereof.
 
 
104
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(e)            Default on Other Indebtedness .  (i) A default shall occur in the payment of any amount when due (subject to any applicable grace period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than the Obligations) of any Loan Party or Subsidiary of any Loan Party having a principal or stated amount, individually or in the aggregate, in excess of $250,000, or a default shall occur in the performance or observance of any obligation or condition with respect to any such Indebtedness and the effect of such default is to accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable, (ii) a default shall occur (after expiration of any available grace or cure periods) in the performance or observance of any obligation or condition with respect to any Indebtedness which has been subordinated (whether as to payment or Lien priority) to the Obligations or the liens in respect of which have been subordinated to the Collateral Agent’s Liens, or any such Indebtedness shall be required to be or prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iii) any Indebtedness of any Loan Party or any Subsidiary of any Loan Party having a principal or stated amount, individually or in the aggregate, in excess of $250,000 shall otherwise be required to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity, or (iv) a default shall occur in the payment of any amount when due (subject to any applicable grace period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness under the CDF1 Credit Agreement (and the “Loan Documents” as defined therein), the CDF2 Credit Agreement (and the “Loan Documents” as defined therein) or the KBC Facility Documents, or a default shall occur in the performance or observance of any obligation or condition with respect to any such Indebtedness and the effect of such default referred to in this clause (e)(iv ) is to accelerate the maturity of such Indebtedness or to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become immediately due and payable.
 
(f)             Judgments .  one or more judgments, orders or decrees (or other similar process) shall be rendered against any Loan Party (i)(A) in the case of money judgments, orders and decrees, involving an aggregate amount (excluding amounts adequately covered by insurance payable to any Loan Party, to the extent the relevant insurer has not denied coverage therefor) in excess of $250,000 or (B) otherwise, that would reasonably be expected to have, in the aggregate, a Material Adverse Effect and (ii)(A) enforcement proceedings shall have been commenced by any creditor upon any such judgment, order or decree or (B) such judgment, order or decree shall not have been vacated or discharged for a period of 30 consecutive days and there shall not be in effect (by reason of a pending appeal or otherwise) any stay of enforcement thereof.
 
(g)            Bankruptcy, Insolvency, etc .  Any Loan Party or any Subsidiary of any Loan Party shall:
 
(i)            become insolvent or generally fail to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due;
 
 
105
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(ii)            apply for, consent to, or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for any substantial part of the assets or other property of any such Person, or make a general assignment for the benefit of creditors;
 
(iii)           in the absence of such application, consent or acquiescence, permit or suffer to exist, the appointment of a trustee, receiver, sequestrator or other custodian for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within sixty (60) days; provided , that each Loan Party hereby expressly authorizes each Secured Party to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend such Secured Party’s rights under the Loan Documents;
 
(iv)           permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law or any dissolution, winding up or liquidation proceeding in respect thereof, and, if any such case or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced to by such Person or shall result in the entry of an order for relief or shall remain undismissed for sixty (60) days; provided , that each Loan Party hereby expressly authorizes each Secured Party to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend such Secured Party’s rights under the Loan Documents; or
 
(v)           take any action authorizing, or in furtherance of, any of the foregoing.
 
(h)            Change of Control .  There shall occur any Change of Control.
 
(i)             Invalidity of Liens .  Except pursuant to a valid, binding and enforceable termination or release permitted under the Loan Documents and executed by the Administrative Agent or the Collateral Agent, as applicable, or as otherwise expressly permitted under any Loan Document, (i) any provision of any Loan Document shall, at any time after the delivery of such Loan Document, fail to be valid and binding on, or enforceable against any Loan Party party thereto or (ii) any Loan Document purporting to grant a Lien to secure any Obligation shall, at any time after the delivery of such Loan Document, fail to create a valid and enforceable Lien on any Collateral purported to be covered thereby or such Lien shall fail or cease to be a perfected Lien with the priority required in the relevant Loan Document, or any Loan Party shall state in writing that any of the events described in clause (i) or (ii) above shall have occurred.
 
(j)             CHG Lease Facility Documents .  Any CHG Lease Facility Document shall cease to be valid, binding or enforceable in accordance with its terms, (ii) the occurrence of an “Event of Default” as defined in the CHG Lease Facility Documents, (iii) CHG shall be in breach in any material respect of any CHG Lease Facility Document and such breach is not cured within the applicable grace or cure period provided therein, (iv) any schedule to the CHG Lease Agreement shall have a remaining term of less than 90 days, or (v) any CHG Lease Facility Document shall be refinanced, amended or otherwise modified in a manner not permitted by the Multiparty Agreement.
 
 
106
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(k)            Material Digital Cinema Deployment Agreements .  (i) Any Material Digital Cinema Deployment Agreement shall cease to be valid, binding or enforceable in accordance with its terms (other than pursuant to a merger or acquisition of a Distributor party to such Material Digital Cinema Deployment Agreement with or by another Distributor party to a Material Digital Cinema Deployment Agreement) and within 90 days thereafter, the Borrower or Access Phase 2, as applicable, shall not have delivered to the Administrative Agent written evidence of the reinstatement of such Material Digital Cinema Deployment Agreement as a valid, binding and enforceable agreement, (ii) any Group Member or its assignor shall be in breach of any Material Digital Cinema Deployment Agreement and the effect of such breach is to permit the termination of such Material Digital Cinema Deployment Agreement and within 90 days of such breach the Borrower or Access Phase 2, as applicable, has not delivered to the Administrative Agent written evidence of cure or waiver of such breach by the applicable Distributor, or (iii) any Distributor shall be in breach of a Material Digital Cinema Deployment Agreement, and the effect of such breach is to permit the termination of such Material Digital Cinema Deployment Agreement, and within 90 days of such breach, the Borrower or Access Phase 2, as applicable, has not delivered to the Administrative Agent written evidence of the cure of such breach by such Distributor; provided that each 90-day period described above shall be extended for up to an additional 90 days (or such longer period solely to the extent that resolution of the applicable event or breach described in clauses (i), (ii) or (iii) above is stayed due to ongoing litigation or similar proceedings) if (x) such applicable event or breach is reasonably capable of cure and (y) either the Borrower or Access Phase 2 or the applicable Group Member is diligently pursuing such cure.
 
(l)             Material Exhibitor Agreements .  (A)(i) Any Material Exhibitor Agreement that is a Phase I Exhibitor Agreement shall cease to be valid, binding or enforceable in accordance with its terms (other than pursuant to a merger or acquisition of an Exhibitor party to such Material Exhibitor Agreement with or by another Exhibitor party to an Exhibitor Agreement) or shall be terminated and, within 90 days thereafter, the Borrower or Access Phase 2, as applicable, shall not have delivered to the Administrative Agent written evidence of either (x) the reinstatement of such Material Exhibitor Agreement as a valid, binding and enforceable agreement or (y) the redeployment of the Installed Digital Systems covered by such Material Exhibitor Agreement with Approved Exhibitors, (ii) any Phase I Group Member, or its assignee, shall be in breach of any Material Exhibitor Agreement that is a Phase I Exhibitor Agreement and the effect of such breach is to permit the termination of such Material Exhibitor Agreement, and within 90 days of such breach, the Borrower or Access Phase 2, as applicable, has not delivered to the Administrative Agent written evidence of cure of such breach by the applicable Phase I Group Member or a waiver of such breach by the applicable Exhibitor, or (iii) any Exhibitor shall be in breach of a Material Exhibitor Agreement that is a Phase I Exhibitor Agreement, and the effect of such breach is to permit the termination of such Material Exhibitor Agreement, and within 90 days of such breach, the Borrower or Access Phase 2, as applicable, has not delivered to the Administrative Agent written evidence of either (x) cure of such breach by such Exhibitor or (y) the redeployment of the Installed Digital Systems covered by such Material Exhibitor Agreement with Approved Exhibitors; provided that each 90-day period described above shall be extended for up to an additional 90 days (or such longer period solely to the extent that resolution of the applicable event or breach described in clauses (i), (ii) or (iii) above is stayed due to ongoing litigation or similar proceedings) if (x) such applicable event or breach is reasonably capable of cure and (y) the Administrative Servicer is diligently pursuing
 
 
107
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
such cure; or (B)(i) any Material Exhibitor Agreement that is a Phase II Exhibitor Agreement or any group of Material Exhibitor Agreements that, in each case, are Phase II Exhibitor Agreements, individually, or in the aggregate, covering more than 1500   screens of one or more Approved Exhibitors (collectively, the “ Phase II Material Exhibitor Agreements ” and each that individually covers more than 1500 screens, a “ Phase II Material Exhibitor Agreement ”) shall cease to be valid, binding or enforceable in accordance with their terms (other than pursuant to a merger or acquisition of an Exhibitor or Exhibitors, as applicable, party to such Phase II Material Exhibitor Agreement or Phase II Material Exhibitor Agreements, as applicable, with or by another Exhibitor or Exhibitors party to an Exhibitor Agreement or Exhibitor Agreements, as applicable) or shall be terminated and, within 90 days thereafter, the Borrower or Access Phase 2, as applicable, shall not have delivered to the Administrative Agent written evidence of either (x) the reinstatement of such Phase II Material Exhibitor Agreement or Phase II Material Exhibitor Agreements, as applicable, as valid, binding and enforceable agreements or (y) the redeployment of the Installed Digital Systems covered by such Phase II Material Exhibitor Agreement or Phase II Material Exhibitor Agreements, as applicable, with Approved Exhibitors, (ii) any Phase II Group Member, or its assignee, shall be in breach of any Phase II Material Exhibitor Agreement or Phase II Material Exhibitor Agreements, as applicable, and the effect of such breach is to permit the termination of such Phase II Material Exhibitor Agreement or Phase II Material Exhibitor Agreements, as applicable, and within 90 days of such breach, the Borrower or Access Phase 2, as applicable, has not delivered to the Administrative Agent written evidence of cure of such breach by the applicable Phase II Group Members or a waiver of such breach by the applicable Exhibitor or Exhibitors, or (iii) any Exhibitor shall be in breach of any Phase II Material Exhibitor Agreement or Phase II Material Exhibitor Agreements, as applicable, and the effect of such breach is to permit the termination of such Phase II Material Exhibitor Agreement or Phase II Material Exhibitor Agreements, as applicable, and within 90 days of such breach, the Borrower or Access Phase 2, as applicable, has not delivered to the Administrative Agent written evidence of either (x) cure of such breach by such Exhibitor or Exhibitors, as applicable, or (y) the redeployment of the Installed Digital Systems covered by such Phase II Material Exhibitor Agreement or Phase II Material Exhibitor Agreements, as applicable, with Approved Exhibitors; provided that each 90-day period described above shall be extended for up to an additional 90 days (or such longer period solely to the extent that resolution of the applicable event or breach described in clauses (i), (ii) or (iii) above is stayed due to ongoing litigation or similar proceedings) if (x) such applicable event or breach is reasonably capable of cure and (y) the Administrative Servicer is diligently pursuing such cure.
 
(m)            Intercompany Agreements .  (i)  Any Intercompany Agreement set forth on Schedule 9.01(o) shall cease to be valid, binding or enforceable in accordance with its terms and within 120 days thereafter such agreement is not replaced with a new agreement satisfactory to the Administrative Agent or (ii) any Group Member shall be in breach of any of the same and the effect of such breach is to permit the termination of such agreement, and within 180 days thereafter such breach is not cured.
 
(n)            ERISA Events.   The occurrence of an ERISA Event that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to subject a Group Member to liability in excess of $250,000.
 
SEC TION 9.02             R emedies Upon Event of Default .
 
 
108
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(a)           If any Event of Default under Section 9.01(g) shall occur for any reason, whether voluntary or involuntary, all of the outstanding principal amount of the Term Loans and other Obligations shall automatically be due and payable and any commitments shall be terminated, in each case, without further notice, demand or presentment.
 
(b)           If any Event of Default (other than any Event of Default under Section 9.01(g) ) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent may, and upon the direction of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare all or any portion of the outstanding principal amount of the Term Loans and other Obligations to be due and payable and any commitments shall be terminated, whereupon the full unpaid amount of such Term Loans and other Obligations that shall be so declared due and payable shall be and become immediately due and payable, in each case, without further notice, demand or presentment.
 
(c)           The Lenders and the Agents shall have all other rights and remedies available at law or in equity or pursuant to this Agreement or any other Loan Document.
 
ARTICLE X
 
THE AGENTS
 
SEC TION 10.01            Appointments .
 
(a)           Each Lender and each other Secured Party hereby appoints Prospect as its Administrative Agent under and for purposes of each Loan Document and hereby authorizes the Administrative Agent to act on behalf of such Secured Party under each Loan Document and, in the absence of other written instructions from the Lenders pursuant to the terms of the Loan Documents received from time to time by the Administrative Agent, to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be incidental thereto.
 
(b)           Each Lender and each other Secured Party hereby appoints Prospect as its Collateral Agent under and for purposes of each Loan Document, and hereby authorizes the Collateral Agent to act on behalf of such Secured Party under each Loan Document and, in the absence of other written instructions from the Lenders pursuant to the terms of the Loan Documents received from time to time by the Collateral Agent, to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral Agent by the terms hereof and thereof, together with such powers as may be incidental thereto.
 
(c)           Each Lender and each other Secured Party hereby irrevocably designates and appoints each Agent as the agent of such Lender.  Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender or other Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.  Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree
 
 
109
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Security Agreement or any other Security Documents, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Agents, on behalf of the Secured Parties, in accordance with the terms hereof, and all powers, rights and remedies under the Security Documents may be exercised solely by the Agents, and (ii) in the event of a foreclosure by any of the Agents on any of the Collateral pursuant to a public or private sale or other disposition, any Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and each Agent as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations (including Obligations owed to any other Secured Party) as a credit on account of the purchase price for any Collateral payable by such Agent at such sale or other disposition.
 
SECT ION 10.02           Delegation of Duties .  Each Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  No Agent shall be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.
 
SECT ION 10.03          Exculpatory Provisions .  Neither an Agent nor any of their respective officers, directors, employees, agents, attorneys in fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document, except to the extent that any of the foregoing are found by a final, non-appealable order of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct, or (b) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made or deemed made by or on behalf of any Loan Party or any officer thereof in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party or other Person to perform its obligations hereunder or thereunder.  The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.
 
SECTION 10.04            Reliance by Agents .  Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Loan Parties), independent accountants and other experts selected by such Agent.  The Agents may deem and treat the payee of any note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been
 
 
110
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
filed with the Agents.  Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of Required Lenders (or, if so specified by this Agreement, all or other requisite Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.  The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Term Loans and all other Secured Parties.
 
SECTION 10. 05          Notice of Default .  The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to any Default or Event of Default in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent has received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.  The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Collateral Agent has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.  In the event that an Agent receives such a notice, such Agent shall give notice thereof to the other Agent and the Lenders.  Each Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement); provided , that unless and until each Agent shall have received such directions, the Agents may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as such Agent shall deem advisable in the best interests of the Secured Parties.
 
SECTION 10.06             Non Reliance on Agents and Other Lenders .  Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys in fact or Affiliates have made any representations or warranties to such Lender and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Secured Party.  Each Lender represents to the Agents that such Lender has, independently and without reliance upon any Agent or any other Lender or any other Secured Party, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to enter into this Agreement and make its Term Loans hereunder.  Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender or any other Secured Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates.  Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent
 
 
111
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
hereunder, the Agents shall not have any duty or responsibility to provide any Lender or any other Secured Party with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that may come into the possession of such Agent or any of its officers, directors, employees, agents, attorneys in fact or Affiliates.
 
SECTION 10 .07           Indemnification by Lenders .  The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Loan Parties and without limiting the obligation of the Loan Parties to do so), ratably according to their respective Total Credit Exposure in effect on the date on which indemnification is sought under this Section 10.07 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Term Loans shall have been paid in full, ratably in accordance with such Total Credit Exposure immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Term Loans) be imposed on, incurred by, or asserted against, such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided , that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final, non-appealable order of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct.  The agreements in this Section 10.07 shall survive the payment of the Term Loans and all other amounts payable hereunder.
 
SECTION 10.08           Agents in Their Individual Capacities .  Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent.  With respect to its Term Loans made or renewed by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender”, “Lenders”, “Secured Party” and “Secured Parties” shall include each Agent in its individual capacity.
 
SECTION 10 .09            Successor Agents .
 
(a)           Either Agent may resign as Agent upon thirty (30) days’ written notice to the Lenders, such other Agent and the Borrower.  If either Agent shall resign as such Agent in its applicable capacity under this Agreement and the other Loan Documents, then Required Lenders shall appoint from among the Lenders a successor agent, which successor agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld, delayed, conditioned or burdened), whereupon such successor agent shall succeed to the rights, powers and duties of such Agent in its applicable capacity, and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall thereafter mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such former Agent or
 
 
112
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
any of the other parties to this Agreement or any holders of the Term Loans.  If no successor agent has accepted appointment as such Agent in its applicable capacity by the date that is thirty (30) days following the date of such retiring Agent’s notice of resignation, such retiring Agent’s resignation shall nevertheless become effective on the applicable date and the Lenders shall assume and perform all of the duties of such Agent hereunder until such time, if any, as Required Lenders appoint a successor agent as provided for above.  After any retiring Agent’s resignation as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and the other Loan Documents.
 
(b)           Notwithstanding, but without limiting, the foregoing, if and to the extent Prospect is a holder of the Term Loans, unless and until the Agents resign or are replaced in accordance with the provisions hereof, upon notice of the occurrence of any event of default under any of the documents or agreements pursuant to which any Term Loans were pledged by Prospect to a Collateral Assignee, each Agent agrees to act on behalf of and serve as agent for and to take direction from such Collateral Assignee and shall no longer serve as agent for or on behalf of Prospect.  In furtherance of the provisions hereof, subject to the provisions of Section 11.01 , each Agent agrees to execute and deliver such documents or to take such other actions as are reasonably requested by any such Collateral Assignee, in order to enforce, perfect, protect, realize upon or otherwise preserve any of its interests hereunder or in any of the Term Loans, including, without limitation, upon the removal of Prospect as an Agent, the filing of such amendments to UCC financing statements in order to reflect such Collateral Assignee as the new secured party of record.  Any such Collateral Assignee shall be entitled to specific performance with respect to, and is made an express third party beneficiary of, the provisions of this Section.
 
SECTION 10 .10           Agents Generally .  Except as expressly set forth in this Agreement or any other Loan Document, no Agent shall have any duties or responsibilities hereunder in its capacity as such.
 
SECTION 10.11            Restrictions on Actions by Secured Parties; Sharing of Payments .
 
(a)           Each of the Lenders agrees that it shall not, without the express written consent of the Collateral Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Collateral Agent, set off against the Obligations, any amounts owing by such Lender to any Loan Party or any of their respective Subsidiaries or any deposit accounts of any Loan Party or any of their respective Subsidiaries now or hereafter maintained with such Lender.  Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Collateral Agent, take or cause to be taken any action, including the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.
 
(b)           Subject to Section 11.09(b) , if at any time or times any Lender receives (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from the Agents pursuant to the terms of this Agreement, or (ii) payments from the Agents in excess of such Lender’s pro rata share of all such distributions by the Agents, then in each such
 
 
113
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
case such Lender promptly shall (A) turn the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their pro rata shares; provided , that to the extent that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment.
 
SECTION 10.12           Agency for Perfection .  Collateral Agent hereby appoints each other Secured Party as its agent and as sub-agent for the other Secured Parties (and each Secured Party hereby accepts such appointment) for the purpose of perfecting all Liens with respect to the Collateral, including with respect to assets which, in accordance with Article VIII or Article IX , as applicable, of the UCC can be perfected by possession or control.  Should any Secured Party obtain possession or control of any such Collateral, such Secured Party shall notify Collateral Agent thereof and, promptly upon Collateral Agent’s request therefor, shall deliver possession or control of such Collateral to Collateral Agent and take such other actions as agent or sub-agent in accordance with the Collateral Agent’s instructions to the extent, and only to the extent, so authorized or directed by the Collateral Agent.
 
ARTICLE XI
 
MISCELLANEOUS
 
SECT ION 11.01           Amendments and Waivers .
 
(a)           Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended, supplemented or modified except in accordance with the provisions of this Section 11.01 .
 
(b)           The Required Lenders may, or with the consent of Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the relevant Loan Party or Loan Parties written amendments, supplements or other modifications hereto and to the other Loan Documents and (b) waive, on such terms and conditions as 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 Loan Documents or any Default or Event of Default and its consequences; provided , however , that no such amendment, supplement, other modification or waiver shall:
 
(i)            (A) reduce or forgive any portion of any Term Loan, or extend the final expiration date of any Lender’s Commitment, or extend the final scheduled maturity date of any Term Loan, or reduce the stated interest rate on any Term Loan; provided that only the consent of Required Lenders shall be necessary to waive any obligation of the Borrower to pay
 
 
114
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
interest at the “default rate”, or (B) reduce 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 and other than as a result of a waiver or amendment of any mandatory prepayment of Term Loans (which shall not constitute an extension, forgiveness or postponement of any date for payment of principal, interest or fees)), or (C) amend or modify any provisions of Section 11.09(a) or any other provision that provides for the pro rata nature of disbursements by or payments to Lenders, in each case without the written consent of each Lender directly and adversely affected thereby;
 
(ii)           amend, modify or waive any provision of this Section 11.01 , or reduce the percentages specified in the definitions of the term “Required Lenders”, or consent to the assignment or transfer by any Loan Party of its rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 8.05 ), in each case without the written consent of each Lender directly and adversely affected thereby;
 
(iii)           increase the aggregate amount of any Commitment of any Lender without the consent of such Lender;
 
(iv)           amend, modify or waive any provision of Article X without the written consent of then-current Collateral Agent and Administrative Agent; or
 
(v)           (A) release all or substantially all of the Guarantors under the Security Agreement (except as expressly permitted by the Security Agreement or by Section 11.18 ), or (B) release all or substantially all of the Collateral under the Security Agreement and the Mortgages (except as expressly permitted thereby or by Section 11.18 ), or (C) release the Limited Recourse Pledgor of its obligations arising under the Limited Recourse Pledge Agreement (except as expressly permitted by the Limited Recourse Pledge Agreement or by Section 11.18 ), or (D) release the Limited Recourse Guarantor of its obligations arising under the Limited Recourse Guaranty (except as expressly permitted by the Limited Recourse Guaranty Agreement or by Section 11.18 ), in each case, without the prior written consent of each Lender.
 
(c)           Notwithstanding anything herein to the contrary, (i) neither this Agreement nor any other Loan Document may be modified or amended except by a formal written instrument (and not by an email or series of emails) signed in blue ink by John F. Barry III as Chief Executive Officer of Prospect or M. Grier Eliasek as Chief Operating Officer of Prospect, or the successor of either of them, in each case on behalf of Prospect and upon satisfaction of the conditions set forth in this Section 11.01 , and (ii) no term or provision of this Agreement or any other Loan Document may be waived except by a formal written instrument signed (and not by an email or series of emails) by the party against whom such waiver is sought; provided , that in the case of Prospect, such waiver must be signed in blue ink by John F. Barry III as Chief Executive Officer of Prospect or M. Grier Eliasek as Chief Operating Officer of Prospect, or the successor of either of them.
 
SECTION 11 .02            Notices and Other Communications; Facsimile Copies .
 
(a)            General .  Subject to Section 11.02(c) below, all notices and other communications provided for herein shall be in writing and shall be delivered either by hand, by
 
 
115
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
overnight courier service, by certified or registered mail, by telefacsimile or by email (in portable document format (“pdf”) or tagged image file format (“TIFF”)) as follows:
 
(i)             if to any Loan Party, to it at:
 
c/o Cinedigm Digital Cinema Corp.
902 Broadway
9th Floor
New York, NY 10010
Attention:  General Counsel
Facsimile No.:  212-206-9001
Email: gloffredo@cinedigm.com
amizel@cinedigm.com
jbrownson@cinedigm.com
 
with a copy to:

Kelley Drye & Warren LLP
101 Park Avenue
New York, NY 10178
Attention:  Jonathan K. Cooperman, Esq. and Merrill B. Stone, Esq.
Facsimile No.:  (212) 808-7897

(ii)           if to the Administrative Agent, the Collateral Agent or to Prospect in its capacity as a Lender hereunder, to it at:
 
Prospect Capital Corporation
10 East 40 th Street, 44 th Floor
New York, New York 10016
Attention:  General Counsel and Theodore V. Fowler
Facsimile No.:  212-448-9652
Email: fax@prospectstreet.com
pl@prospectstreet.com
tfowler@prospectstreet.com
grier@prospectstreet.com
jbarry@prospectstreet.com
 
with a copy to:
 
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Attention:  Patricia F. Brennan, and Matthew E. Schernecke
Facsimile No.: (212) 309-6001
 
 
116
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Email:  pbrennan@morganlewis.com
mschernecke@morganlewis.com

(iii)           if to any other Lender, to it at its address, facsimile number or email address set forth either on the signature pages hereto or in the Assignment and Acceptance by which such Lender becomes a party hereto, as applicable.
 
(b)            Changes to Notice Information .  Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice delivered to all of the other parties hereto in accordance with Section 11.02(a) above.
 
(c)            Requirements for Notices .  All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given (i) in the case of notices and other communications delivered by hand or overnight courier service, upon actual receipt thereof, (ii) in the case of notices and other communications delivered by certified or registered mail, upon the earlier of actual delivery and the third Business Day after the date deposited in the U.S. mail with postage prepaid and properly addressed, provided , that no notice or communication to either Agent or to Prospect in its capacity as a Lender pursuant to this clause (ii) shall be effective until actually received by such Agent or Prospect, as applicable, (iii) in the case of notices and other communications delivered by telefacsimile, upon receipt by the sender of an acknowledgment or transmission report generated by the machine from which the telefacsimile was sent indicating that the telefacsimile was sent in its entirety to the recipient’s telefacsimile number and (iv) in the case of notices and other communications delivered by email, upon receipt by the sender of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, a  return email or other written acknowledgement), provided , that no notice or communication to either Agent or to Prospect in its capacity as a Lender pursuant to this clause (iv) shall be effective until receipt by the sender of written confirmation of receipt affirmatively initiated by such Agent or Prospect, as applicable; provided , however , that in each case, if a notice or other communication would be deemed to have been given in accordance with the foregoing at any time other than during the recipient’s normal business hours on a Business Day for such recipient, such notice or other communication shall be deemed given on the next succeeding Business Day for such recipient; and provided further , that no notice to Prospect shall be effective until delivered by at least two, not one, of the methods described in clauses (i) through (iv) above.
 
(d)            Effectiveness of Facsimile Documents and Signatures .  Loan Documents may be transmitted and signed and delivered by facsimile or other electronic means of communication.  The effectiveness of any such documents and signatures shall have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders.  Each Loan Party and each Secured Party acknowledges and agrees that the use of electronic transmission in general, and email in particular, is not necessarily secure and that there are risks associated with the use thereof, including risks of interception, disclosure and abuse, and each indicates it assumes and accepts such risks by hereby authorizing the use of electronic transmission.
 
(e)            Reliance by Agents and Lenders .   The Agents and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of any Loan Party
 
 
117
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.
 
SECTION 11 .03           No Waiver; Cumulative Remedies .  No failure to exercise and no delay in exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
 
SECTION 11.04            Survival of Representations and Warranties .  All representations and warranties made hereunder and in the other Loan Documents shall survive the execution and delivery of this Agreement and the making of the Term Loans hereunder.
 
SECTION 11 .05           Payment of Expenses and Taxes; Indemnification .  The Borrower and each other Loan Party agrees:  (a) to pay or reimburse the Agents for all their reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, negotiation, preparation and execution of (whether or not consummated), and any amendment, supplement, or modification to, and any waiver of any provision of, and any consent under, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of external counsel to the Agents, whether or not the Closing Date occurs; (b) to pay or reimburse the Agents and each Lender for all their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees, disbursements and other charges of internal and external counsel to the agents and internal and external counsel to each Lender; (c) to pay, indemnify, and hold harmless the Agents and each Lender from any and all Other Taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents; (d) to pay or reimburse the Agents and the Lenders for all reasonable fees, costs and expenses incurred in exercising their rights under Section 7.02 and Section 7.14 and to pay and reimburse Prospect for all reasonable fees and expenses incurred in exercising its rights under Section 7.14 ; and (e) to pay, indemnify and hold harmless the Agents, each Lender, each other Secured Party, and the respective Related Parties of each of them, from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable and documented costs, expenses and disbursements of any kind or nature whatsoever, including reasonable and documented fees, disbursements and other charges of internal and external counsel, with respect to the negotiation, execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of each Loan Party, any of its Subsidiaries or any of their Real Property (all the
 
 
118
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
foregoing in this clause (e), collectively, the “ Indemnified Liabilities ”); provided , however , that the Loan Parties shall have no obligation hereunder to the Agents, any Lender, any other Secured Party, or any Related Parties of any of them, for Indemnified Liabilities arising from the gross negligence or willful misconduct of the party to be indemnified, as determined by a final, non-appealable order of a court of competent jurisdiction.  The agreements in this Section 11.05 shall survive repayment of the Term Loans and all other amounts payable hereunder and the termination of this Agreement.  To the fullest extent permitted by Applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Agent, any Lender, any other Secured Party, and the Related Parties of each of them, on any theory of liability, for any general, consequential damages, or indirect damages, in each case of any kind, and in each case whether special, punitive, exemplary, incidental, “lost profits”, or similar damages (including, but not limited to, damages resulting from loss of profits, revenue or business opportunity or anticipated savings) or multiples of damages, other than direct, foreseeable, actual damages, arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof.  No Lender, no Agent, no other Secured Party, and no Related Party of any of them shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, in the absence of the willful misconduct or gross negligence of such Person as determined by a final, non-appealable order of a court of competent jurisdiction.
 
SECTION 11 .06            Successors and Assigns; Participations and Assignments .
 
(a)           This Agreement shall inure to the benefit of the respective successors and permitted assigns of the parties hereto and of the Related Parties hereunder and their successors and permitted assigns and of the indemnifed parties hereunder and their successors and permitted assigns and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and permitted assignees, except that (i) except as set forth in Section 8.05 , no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender, and any attempted assignment or transfer by any Loan Party without such consent shall be null and void, and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder or any interest therein except in accordance with this Section 11.06 .  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section 11.06 ) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Lenders and the other Secured Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.  Notwithstanding anything to the contrary herein, (a) any Lender shall be permitted to pledge or grant a security interest in all or any portion of such Lender’s rights hereunder including, but not limited to, any Term Loans (without the consent of, or notice to or any other action by, any other party hereto) to secure the obligations of such Lender or any of its Affiliates to any Person providing any loan, letter of credit or other extension of credit to or for the account of such Lender or any of its Affiliates and (b) the Agents shall be permitted to pledge or grant a security interest in all or any portion of their respective rights hereunder or under the other Loan Documents, including, but not limited to, rights to
 
 
119
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
payment (without the consent of, or notice to or any other action by, any other party hereto), to secure the obligations of such Agent or any of its Affiliates to any Person providing any loan, letter of credit or other extension of credit to or for the account of such Agent or any of its Affiliates.
 
(b)          (i)           Subject to the conditions set forth in Section 11.06(b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Term Loans at the time owing to it) with the prior written consent of the Administrative Agent, and, so long as no Event of Default has occurred and is continuing, the Borrower, which consent shall not be unreasonably withheld, conditioned, delayed or burdened; provided , that no consent of the Administrative Agent or the Borrower shall be required for an assignment to a Lender, to an Affiliate of a Lender, or to an Approved Fund; and provided further that the withholding, conditioning, delaying or burdening of consent by the Administrative Agent to an assignment to the Parent or to any Affiliate of the Borrower, Access Phase 2 or the Parent shall be deemed to be not unreasonable.
 
(ii)           Assignments by Lenders shall be subject to the following additional conditions:
 
(A)          except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Term Loans, the amount of the (i) Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000, unless the Administrative Agent shall otherwise consent, which consent, in each case, shall not be unreasonably withheld, delayed, conditioned or burdened; provided , however , that contemporaneous assignments to a single assignee made by affiliated Lenders or related Approved Funds, and contemporaneous assignments by a single assignor to affiliated Lenders or related Approved Funds, shall in each case be aggregated for purposes of meeting the minimum assignment amount requirements stated above;
 
(B)           each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement as to the Term Loans or Commitments so assigned; provided , that this paragraph shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect its Commitments or Term Loans;
 
(C)           the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; provided , that only one such fee shall be payable in connection with simultaneous assignments to two or more Approved Funds;
 
(D)           the assignee, if it is not already a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
 
 
120
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(E)           no assignments may be made to a Loan Party, the Parent or any of their Affiliates and any such assignment shall be null and void.
 
(iii)          Subject to acceptance and recording thereof pursuant to Section 11.06 (b)(v) , from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.06 , 2.07 , 4.04 and 11.05 to the extent of any amounts owed to such Lender under any of such provisions).  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.06 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(c) .
 
(iv)          The Administrative Agent, acting solely for this purposes as a non-fiduciary agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Term Loan Commitments of, and principal amount of the Term Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”).  The Register shall contain the name and address of the Administrative Agent and the lending office through which each such Person acts under this Agreement.  The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register, as in effect at the close of business on the preceding Business Day, shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time on any Business Day upon reasonable prior notice; provided , that no Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by the Administrative Agent.
 
(v)           Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee is already a Lender hereunder) and any written consent to such assignment required by Section 11.06(b)(i) , the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register.  No assignment shall be effective for purposes of this Agreement unless and until it has been recorded in the Register as provided in this paragraph.
 
(c)           (i)            Any Lender may, without the consent of the Borrower or the Agents, sell participations to one or more banks or other entities (each, a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Term Loans owing to it); provided , that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely
 
 
121
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
responsible to the other parties hereto for the performance of such obligations, and (C) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided , that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.01  to the extent the Participant is directly and adversely affected thereby.  Subject to Section 11.06( c)(ii) , the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.06 , 2.07 and 4.04 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.06(b) .  To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 11.09(b) as if it were a Lender; provided , that such Participant agrees to be subject to Section 11.09(a) as if it were a Lender.
 
(ii)           The Borrower agrees that each Participant shall be entitled to the benefits of Section 4.04 so long as the documentation required by Section 4.04(e) is delivered by the participating Lender.  Notwithstanding the preceding sentence, a Participant shall not be entitled to receive any greater payment under Sections 2.06 , 2.07 or 4.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.
 
(iii)          Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at one of its offices in the United States a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Term Loans or other obligations under the Loan Documents (the “ Participant Register ”).  The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  No Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  For the avoidance of doubt, the Administrative Agent (in its capacity as such) shall have no responsibility for maintaining the Participant Register, and any notices or other documents required to be delivered by the Loan Parties shall be deemed to be delivered to the Participant upon actual delivery to the Lender that sold the participation to such Participant.
 
(d)           Nothing herein is intended to prevent, impair, limit or otherwise restrict the ability of a Lender to collaterally assign or pledge all or any portion of its interests in the Term Loans and the other rights and benefits under the Loan Documents to an unaffiliated third party lender of such Lender (each such Person, a “ Collateral Assignee ”); provided that unless and until the Borrower receive notification from a Collateral Assignee of such assignment directing payments to be made to such Collateral Assignee, any payment made by the Borrower
 
 
122
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
for the benefit of such Lender in accordance with the terms of the Loan Documents shall satisfy the Borrower’s obligations thereunder to the extent of such payment.  Any such Collateral Assignee, upon foreclosure of its security interests in the Term Loans pursuant to the terms of such assignment and in accordance with Applicable Law, shall succeed to all the interests of or shall be deemed to be a Lender, with all the rights and benefits afforded thereby, and such transfer shall not be deemed to be a transfer for purposes of and otherwise subject to the provisions of this Section 11.06 .  Notwithstanding the foregoing, each Lender shall remain responsible for all obligations and liabilities arising hereunder or under any other Loan Document, and, except as otherwise expressly set forth in any applicable pledge or assignment, nothing herein is intended or shall be construed to impose any obligations upon or constitute an assumption by a Collateral Assignee thereof.
 
SECTION 11 .07         Replacements of Lenders Under Certain Circumstances .  The Administrative Agent, upon the Borrower’s request and at the Borrower’s sole cost and expense, shall replace any Lender (other than Prospect or any of its Affiliates, or an Approved Fund of any of the foregoing) or any Participant (other than Prospect or any of its Affiliates, or an Approved Fund of any of the foregoing) if (i) such Lender or Participant requests reimbursement for amounts owing pursuant to Section 2.06 , Section 2.07 , or Section 4.04 , and if such Lender or Participant has declined or is unable to designate a different lending office in accordance with Section 2.08 , (ii) any Loan Party is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.04 , (iii) such Lender or Participant is affected in the manner described in Section 2.06(a)(iii) and as a result thereof any of the actions described in such Section 2.06(a)(iii) is required to be taken or (iv) such Lender or Participant does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders is obtained but that requires the consent of other Lenders; provided , that (A) such replacement does not conflict with any Applicable Law, (B) no Default or Event of Default shall have occurred and be continuing at the time of such replacement, (C) the Borrower shall repay (or the replacement bank or institution shall purchase), at par all Term Loans and other amounts (including any premiums and fees but excluding any disputed amounts) owing to such replaced Lender pursuant to this Loan Agreement, (D) the replacement bank or institution (if not already a Lender), and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent and the withholding of consent by the Administrative Agent to any Affiliate of the Borrower, Access Phase 2 or the Parent becoming a replacement Lender shall be deemed to be not unreasonable, (E) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 11.06 (except that such replaced Lender shall not be obligated to pay any processing and recordation fee required pursuant thereto), (F) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, any Agent or any other Lender shall have against the replaced Lender, and (G) in the case of any such assignment resulting from a claim for compensation under Section 2.06 or payments required to be made pursuant to Section 4.04 , such assignment will result in a reduction in such compensation or payments thereafter.  A Lender shall not be required to make any such assignment or delegation if prior thereto as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
 
SECTION 11.08           Securitization .  The Loan Parties acknowledge that the Lenders and their Affiliates may securitize the Term Loans (a “ Securitization ”) through a pledge of the
 
 
123
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Term Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Term Loans or the issuance of direct or indirect interests in the Term Loans to their controlled Affiliates, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Moody’s, S&P or one or more other rating agencies (the “ Rating Agencies ”).  The Loan Parties shall cooperate with the Lenders and their Affiliates to effect any and all Securitizations.  No Securitization shall release any Lender from any of its obligations hereunder or substitute any pledgee, secured party or any other party to such Securitization for such Lender as a party hereto, and no change in ownership of the Term Loans may be effected except pursuant to Section 11.06 .
 
SECTION 11.09           Adjustments; Set-off .
 
(a)           If any Lender shall at any time receive any payment of all or part of its Term Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 9.01(g) , or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Term Loans or interest thereon, such recipient Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Term Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such recipient Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the other Lenders; provided , however , that if all or any portion of such excess payment or benefits is thereafter recovered from such recipient Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.  The foregoing provisions of this Section 11.09 shall not apply to payments made and applied in accordance with the terms of this Agreement and the other Loan Documents.
 
(b)           After the occurrence and during the continuance of an Event of Default, to the extent consented to by the Administrative Agent, in addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrower or any other Loan Party, any such notice being expressly waived by the Loan Parties to the extent permitted by Applicable Law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower, as the case may be.  Each Lender agrees promptly to notify the Borrower and the Agents after any such set-off and application made by such Lender; provided , that the failure to give such notice shall not affect the validity of such set-off and application.
 
SECTION 11.10            Counterparts .  Any number of counterparts of this Agreement and the other Loan Documents, including facsimiles, may be executed by the parties hereto.  Each such counterpart shall be, and shall be deemed to be, an original instrument, but all such counterparts taken together shall constitute one and the same agreement.
 
 
124
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SECTION 11.11            Severability .  All provisions of this Agreement are severable, and the unenforceability or invalidity of any of the provisions of this Agreement shall not affect the validity or enforceability of the remaining provisions of this Agreement.  Should any part of this Agreement be held invalid or unenforceable in any jurisdiction, the invalid or unenforceable portion or portions shall be removed (and no more) only in that jurisdiction, and the remainder shall be enforced as fully as possible (removing the minimum amount possible) in that jurisdiction.  In lieu of such invalid or unenforceable provision, the parties hereto will negotiate in good faith to add as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.
 
SECTION 11.12           Integration .  This Agreement and the other Loan Documents contain the entire agreement of the parties with respect to the subject matter hereof and thereof and supersede all prior negotiations, agreements and understandings with respect thereto, both written and oral.  This Agreement may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.  There are no unwritten or oral agreements between the parties.  When this Agreement or any other Loan Document refers to a party’s “sole discretion”, such phrase means that party’s sole and absolute discretion as to process and result, which shall be final for all purposes hereunder, to be exercised (to the fullest extent the law permits) for any reason, subject to no standard of reasonableness or review and part of no claim before any court, arbitrator or other tribunal or forum or otherwise.
 
SECTION 11.13           GOVERNING LAW .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).
 
SECTION 11.14            Waiver of Certain Rights .  Each Loan Party irrevocably and unconditionally waives, to the maximum extent not prohibited by Applicable Law, all rights of rescission, setoff, counterclaims, and other defenses in connection with the repayment of the Obligations.
 
SECTION 11.15            Acknowledgments .  Each Loan Party hereby acknowledges that:
 
(a)           it has been advised by counsel of its choice in the negotiation, execution and delivery of this Agreement and the other Loan Documents;
 
(b)           neither the Agents nor any Lender has any fiduciary relationship with or duty to the Loan Parties arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between any Agent and Lenders, on one hand, and the Loan Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor;
 
 
125
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(c)           no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Loan Parties and the Lenders; and
 
(d)           this Agreement does not give rise now or in the future to an agency or partnership relationship between the Loan Parties on the one hand and the Agents, the Lenders and their respective Affiliates on the other hand.
 
SEC TION 11.16           Confidentiality .  Each Agent and each Lender shall use commercially reasonable efforts to hold all non-public information relating to any Loan Party or any Subsidiary of any Loan Party obtained pursuant to the requirements of this Agreement (“ Confidential Information ”) confidential in accordance with its customary procedure for handling confidential information of this nature and, in the case of a Lender that is a bank, in accordance with safe and sound banking practices; provided , however , that any Agent or Lender may disclose Confidential Information:
 
(a)           as such Person reasonably believes is required by Law (including, without limitation, SEC rules and regulations);
 
(b)           pursuant to legal process or as is otherwise required or requested by any court, securities exchange, or any other judicial, governmental, supervisory or regulatory board or agency, or representative thereof (including, without limitation, the SEC);
 
(c)           in connection with the enforcement of any rights or exercise of any remedies by any Agent or Lender under this Agreement or any other Loan Document, or any action or proceeding relating to this Agreement or any other Loan Document;
 
(d)           to such Agent’s or Lender’s attorneys, Accountants or other professional advisors, independent auditors, and Affiliates;
 
(e)           in connection with:
 
(i)             the establishment of any special purpose funding vehicle with respect to the Term Loans;
 
(ii)           any Securitization permitted under Section 11.08 ;
 
(iii)           any prospective assignment of, or participation in, its rights and obligations pursuant to Section 11.06 , to prospective assignees or Participants, as applicable, provided that such prospective assignees or Participants agree to treat such information as confidential in accordance with the terms of this Agreement;
 
(iv)           any actual or proposed credit facility for loans, letters of credit or other extensions of credit to or for the account of such Agent or Lender or any of its Affiliates, to any Person providing or proposing to provide such loan, letter of credit or other extension of credit or any agent, trustee or representative of such Person;
 
(f)            to any Rating Agency; and
 
 
126
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(g)            to any other Person with the prior written consent of the Borrower.
 
Notwithstanding the foregoing, (A) each of the Agents, the Lenders and any Affiliate thereof is hereby expressly permitted by the Loan Parties to refer to any Loan Party and any of their respective Subsidiaries in connection with any promotion or marketing undertaken by such Agent, Lender or Affiliate and, for such purpose, such Agent, Lender or Affiliate may utilize any trade name, trademark, logo or other distinctive symbol associated with such Loan Party or such Subsidiary or any of their businesses, in each case, upon prior written notice to the Loan Parties, and (B) no Agent or Lender shall have any obligation to keep information confidential if such information:  (i) is or becomes public or known to participants in the Borrower’s industry from a source other than an Agent, a Lender or an Agent’s or a Lender’s legal or financial advisors; (ii) is, was or becomes known on a non-confidential basis to or discovered by an Agent, Lenders or any of their legal or financial advisors independently from communications by or on behalf of any Loan Party; or (iii) is independently developed by an Agent without use of such confidential information, provided that the source of such information was not actually known by the disclosing Agent, Lender or Affiliate to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the relevant Loan Party.
 
EACH LENDER ACKNOWLEDGES THAT CONFIDENTIAL INFORMATION (AS DEFINED IN THIS SECTION 11.16 ) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.
 
ALL INFORMATION, INCLUDING AMENDMENTS AND WAIVERS, FURNISHED BY THE LOAN PARTIES OR ANY AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT, WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.  ACCORDINGLY, EACH LENDER REPRESENTS TO THE LOAN PARTIES AND THE AGENTS THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.
 
SECTION 11 .17           Press Releases, etc.   Each Loan Party will not, and will not permit any of its respective Subsidiaries to, directly or indirectly, publish any press release or other similar public disclosure or announcements (including any marketing materials) regarding this Agreement, the other Loan Documents or any of the transactions contemplated by this Agreement, without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned, delayed or burdened.
 
 
127
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SECTION 11 .18            Releases of Guarantees and Liens .
 
(a)           Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 11.01 ) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 11.01 or (ii) under the circumstances described in Section 11.18(b) .
 
(b)           At such time as the Term Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations of the Collateral Agent and each Loan Party under the Security Documents shall terminate (other than those expressly stated to survive such termination), all without delivery of any instrument or performance of any act by any Person.
 
(c)           Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any guarantee obligations pursuant to this Section 11.18 .  In each case as specified in this Section 11.18 , the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral or guarantee obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Loan Documents and this Section 11.18 .
 
SEC TI ON 11.19           USA Patriot Act .  Each Lender hereby notifies each Loan Party that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Patriot Act ”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of each Loan Party and other information that will allow such Lender to identify each Loan Party in accordance with the Patriot Act.  Each Loan Party agrees to provide all such information to the Lenders upon request by any Agent at any time, whether with respect to any Person who is a Loan Party on the Closing Date or who becomes a Loan Party thereafter.
 
SE CTION 11.20           No Fiduciary Duty .  Each Loan Party, on behalf of itself and its Subsidiaries, agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, the Loan Parties, their respective Subsidiaries and Affiliates, on the one hand, and the Agents, the Lenders, the other Secured Parties, and all of their respective Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Agents, the Lenders or their respective Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.
 
SECTION 11.121           Reliance on Certificates .  Notwithstanding anything to the contrary herein, the Secured Parties shall be entitled to rely and act upon any certificate, notice or other
 
 
128
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
document delivered by or on behalf of any Person purporting to be an Authorized Officer of a Loan Party, and shall have no duty to inquire as to the actual incumbency or authority of such Person.
 
SEC TION 11.22           No Waiver .  A Secured Party’s failure to insist at any time upon strict compliance with this Agreement or with any of the terms of this Agreement or any continued course of such conduct on its part will not constitute or be considered a waiver by such Secured Party of any of its rights or privileges.  A waiver or consent, express or implied, of or to any breach or default by any party in the performance by that party of its obligations with respect to this Agreement is not a waiver or consent of or to any other breach or default in the performance by that party of the same or any other obligations of that party.
 
SECTION 11 .23           The Borrower as Loan Parties Representative .  Each Loan Party (other than the Borrower) hereby irrevocably appoint the Borrower as the borrowing agent and attorney-in-fact for all Loan Parties, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by the Loan Parties that such appointment has been revoked and that another Loan Party has been appointed.  Each Loan Party hereby irrevocably/appoints and authorizes the Borrower (a) to provide the Agents with all notices with respect to all Term Loans and other extensions of credit obtained for the benefit of the Borrower and all other notices and instructions under this Agreement and the other Loan Documents, and (b) to take such action as the Loan Parties deems appropriate on its behalf to exercise such powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents.  Each Loan Party acknowledges that the handling of this Agreement, the other Loan Documents and the Collateral in a combined fashion, as more fully set forth herein and in the other Loan Documents, is done solely as an accommodation to the Loan Parties in order to utilize the collective borrowing powers of the Loan Parties in the most efficient/and economical manner and at their request, and that no Agent or Lender shall incur liability to any Loan Party as a result thereof.  Each Loan Party expects to derive substantial benefit, directly or indirectly, from the handling of the Agreement, the other Loan Documents and the Collateral in a combined fashion because the successful operation of each Loan Party is dependent on the continued successful performance of the integrated group.  To induce the Agents and Lenders to do so, and in consideration thereof, each Loan Party hereby jointly and severally agrees to indemnify each Agent and each Lender, and hold each Agent and each Lender harmless, against any and all liability, expense, loss or claim of damage or injury, made against any Agent or Lender by any Loan Party or by any third party whosoever, arising from or incurred by reason of (a) the handling of this Agreement, the other Loan Documents and Collateral of the Borrower as provided herein, or (b) an Agent or a Lender relying on any instructions of the Borrower, except that the Loan Parties will have no liability to any Agent or Lender pursuant to this Section 11.24 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Agent or such Lender, as applicable.
 
ARTICLE XII
 
JURISDICTION AND OTHER MATTERS
 
 
129
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SECTION 12.01          JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL WAIVER .  EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES AS FOLLOWS:
 
(a)           EACH LOAN PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE  EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN IN THE STATE OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TERM LOANS OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE AGENTS AND LENDERS MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE TERM LOANS OR ANY OTHER LOAN DOCUMENT AGAINST THE LOAN PARTIES OR THEIR PROPERTIES BY WAY OF ARBITRATION OR IN THE COURTS OF ANY JURISDICTION.
 
(b)           EACH LOAN PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TERM LOANS OR ANY OTHER LOAN DOCUMENT IN ANY STATE OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE STATE OF NEW YORK.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
 
(c)           EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER AND AT THE ADDRESSES PROVIDED FOR NOTICES IN SECTION 11.02 BY MAIL.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
 
(d)           EACH LOAN PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE TERM LOANS OR ANY OTHER LOAN DOCUMENT, OR (II) ARISING FROM ANY
 
 
130
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, THE TERM LOANS OR ANY OTHER LOAN DOCUMENT, AND AGREES THAT ANY SUCH ACTION OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENTS AND THE LENDERS GRANTING ANY FINANCIAL ACCOMMODATIONS TO THE LOAN PARTIES.
 
(e)           No provision of, nor the exercise of any rights under, Section 12.01(a) or (b) above shall limit the right of any party (i) to foreclose against any real or personal property collateral through judicial foreclosure, by the exercise of a power of sale under a deed of trust, mortgage or other security agreement or instrument, pursuant to applicable provisions of the UCC, or otherwise pursuant to Applicable Law, (ii) to exercise self help remedies including but not limited to set-off and repossession, or (iii) to request and obtain from a court having jurisdiction before, during or after the pendency of any arbitration provisional or ancillary remedies and relief including but not limited to injunctive or mandatory relief or the appointment of a receiver.  The institution and maintenance of an action or judicial proceeding for, or pursuit of, provisional or ancillary remedies or exercise of self help remedies shall not constitute a waiver of any rights of an Agent, even if the Agents would otherwise have such right.
 
[Signature pages follow.]
 
 
131
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
IN WITNESS WHEREOF , each of the parties hereto has duly executed and delivered this Term Loan Agreement as of the date first above written.
 
BORROWER :
CINEDIGM DC HOLDINGS, LLC
     
 
By
/s/ Gary S. Loffredo
  Name: Gary S. Loffredo
  Title: Senior Vice President and Secretary
     
GUARANTORS:
ACCESS DIGITAL MEDIA, INC.
     
  By / s / Gary S. Loffredo
  Name: Gary S. Loffredo
  Title: President
     
  ACCESS DIGITAL CINEMA PHASE 2, CORP.
     
  By / s/  Gary S. Loffredo
  Name: Gary S. Loffredo
  Title: President
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
ADMINISTRATIVE AGENT AND
COLLATERAL AGENT :
PROSPECT CAPITAL CORPORATION  
  By /s/ M. Grier Eliasek
  Name: M. Grier Eliasek
  Title: President and Chief Operating Officer

 
 
 

CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
LENDER :
PROSPECT CAPITAL CORPORATION
  By /s/ M. Grier Eliasek
  Name: M. Grier Eliasek
  Title: President and Chief Operating Officer

 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SCHEDULE 1

TERM LOAN COMMITMENTS
 
 
Lender
 
Term Loan Commitment
   
Pro
Rata Portion
 
Prospect Capital Corporation
10 East 40 th Street, 44 th Floor
New York, New York 10016
 
  $ 70,000,000     100%  
Total
  $ 70,000,000     100%  

 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

Schedule A
 
Sources and Uses
 
Sources and Uses Schedule
     
Sources of Funds
     
Borrower Term Loan
  $ 70,000,000  
Net Proceeds from CDF1 Amendment & Restatement (1)
    44,952,494  
Total Sources of Funds
  $ 114,952,494  
         
Uses of Funds
       
Repayment of Existing Sageview Indebtedness (2)
  $ 104,172,425  
Purchase of Portion of CDF1 Term Loan
    5,000,000  
Borrower Debt Service Reserve
    1,000,000  
Contribution to Borrower for Interest Rate Contracts (3)
    678,000  
Fees, Costs and Expenses
    4,148,262  
Net Proceeds/ (Funding) to/ (From) Parent (4)
    (46,192 )
Total uses of Funds
  $ 114,952,494  
 
(1)  
Represents net proceeds from CDF1 amendment & restatement after payment of related fees, costs and expenses.
(2)  
Includes repayment of principal amount of Existing Sageview Indebtedness, as well as prepayment premium and accrued and unpaid cash interest related thereto.
(3)  
Represents maximum cost to Borrower of Interest Rate Contracts per Section 7.17.
(4)  
Net of cost of Interest Rate Contracts which are required to be in place within 30 days from Closing Date.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

Schedule 1
 
Term Loan Commitments
 
 
Lender
 
Term Loan Commitment
   
Pro Rata Portion
 
Prospect Capital Corporation
10 East 40 th Street, 44 th Floor
New York, New York 10016
 
  $ 70,000,000       100%  
Total
  $ 70,000,000       100%  
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

Schedule 2
 
Initial Projections
 
Attached.
 
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Schedule 3
 
KBC Facility Documents
 
 
1.
Credit Facility Agreement, $11,424,760, between Access Digital Cinema Phase 2 B/AIX Corp. and KBC Bank NV, Bank, dated as of May 31st 2011.
 
 
2.
Credit Facility Agreement, $13,311,800, between Access Digital Cinema Phase 2 B/AIX Corp. and KBC Bank NV, dated as of May 3th 2010.
 
 
3.
Credit Facility Agreement, $2,890,000, between Access Digital Cinema Phase 2 B/AIX Corp. and KBC Bank N.V., dated as of February 8th 2010.
 
 
4.
Credit Facility Agreement, $22,335,993, between Access Digital Cinema Phase 2 B/AIX Corp. and KBC Bank NV, dated as of May 6th 2010.
 
 
5.
Credit Facility Agreement, $6,450,000, between Access Digital Cinema Phase 2 B/AIX Corp. and KBC Bank NV, Bank, dated as of January 20th 2011.
 
 
6.
Credit Facility Agreement, $8,900,000, between Access Digital Cinema Phase 2 B/AIX Corp., and KBC Bank NV, Bank, dated as of December 11 2008.
 
 
7.
Security Agreement between Access Digital Cinema Phase 2, B/AIX Corp. and KBC Bank NV, Bank, dated as of February 8, 2010.
 
 
8.
Security Agreement between Access Digital Cinema Phase 2, B/AIX Corp. and KBC Bank NV, Bank, dated as of January 20, 2011.
 
 
9.
Security Agreement between Access Digital Cinema Phase 2, B/AIX Corp. and KBC Bank NV, Bank, dated as of May 31, 2011.
 
 
10.
Security Agreement between Access Digital Cinema Phase 2, B/AIX Corp. and KBC Bank NV, Bank, dated as of May 6, 2010.
 
 
11.
Security Agreement between Access Digital Cinema Phase 2, B/AIX Corp. and KBC Bank NV, Bank, dated as of November 25, 2008.
 
 
12.
Security Agreement between Access Digital Cinema Phase 2 B/AIX Corp., and KBC Bank NV, dated as of April 28, 2010.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Schedule 4
 
Distributors Party to a Material Digital Cinema Deployment Agreement
 
Distributors Party to Material Digital Cinema Deployment Agreement: Phase 1
 
 
1.
Buena Vista Pictures Distribution
 
 
2.
Sony Pictures Releasing Corporation
 
 
3.
Twentieth Century Fox Film Corporation
 
 
4.
Universal City Studios LLLP
 
 
5.
Warner Bros. Entertainment Inc.
 
 
6.
Paramount Pictures Corporation
 
Distributors Party to Material Digital Cinema Deployment Agreement: Phase 2 :
 
 
1.
Twentieth Century Fox Film Corporation
 
 
2.
Paramount Pictures Corporation
 
 
3.
Sony Pictures Releasing Corporation and Columbia Pictures Industries, Inc.
 
 
4.
Warner Bros. Entertainment Inc.
 
 
5.
Universal Film Exchanges LLC, successor-in-interest to Universal Film Exchanges LLLP
 
 
6.
Walt Disney Studios Motion Pictures
 
 
7.
Lions Gate Films Inc.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Schedule 6.02
 
Permits, Filings and Consents
 
None.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Schedule 6.07
 
Subsidiaries
 
Entity Name
Jurisdiction of
Organization
Authorized Shares/
Membership
Interest
Shares /
Membership
Interest
Outstanding
(By Class)
Number of
shares or
membership
interests
owned by
Borrower
%
Ownership
by Borrower
%
Ownership
by Parent
             
Cinedigm DC Holdings, LLC
Delaware
N/A
N/A
N/A
0%
100%
             
Access Digital Media, Inc.
Delaware
50,000,000
24,586,169
All shares
100%
0%
             
Christie/AIX, Inc.
Delaware
4,000,000
58,761
N/A
0%
0%
             
Cinedigm Digital Funding I, LLC
Delaware
N/A
N/A
N/A
0%
0%
             
Cinedigm Digital Funding 2, LLC
Delaware
N/A
N/A
N/A
0%
0%
             
CDF2 Holdings, LLC
Delaware
N/A
N/A
N/A
0%
0%
             
Access Digital Cinema Phase 2, Corp.
Delaware
1,000
100
N/A
0%
100%
             
Access Digital Cinema Phase 2 B/AIX, Corp.
Delaware
1,000
1,000
N/A
0%
0%
             
Cinedigm Digital Cinema Australia Pty Ltd
Victoria (Australia)
N/A 1
100
N/A
0%
100%
             

1 The entity can issue as many shares as the directors decide to issue. There is no limit in Australia and no concept of 'authorized share capital'.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Schedule 6.11
 
ERISA
 
None.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Schedule 6.13
 
Real Property
 
None.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Schedule 6.14
 
Environmental Matters
 
None.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Schedule 6.17
 
Security Documents and Perfection Matters
 
  Limited Recourse Pledge Collateral
 
 
1.
Sixty-six ordinary shares of Cinedigm Digital Cinema Australia Pty Ltd  represented by certificate No. 2, accompanied by share transfer form in blank (perfection by possession and by registration in Personal Property Securities Register in Australia).
 
 
2.
All of the membership interests in Cinedigm DC Holdings, LLC represented by certificate No. 1, accompanied by stock powers in blank (perfection by possession).
 
 
3.
One hundred shares of common stock of Access Digital Phase 2, Corp., par value $0.01 represented by certificate No. 2, accompanied by stock powers in blank (perfection by possession).
 
 
4.
Twenty-four million five hundred eighty-six thousand one hundred sixty-nine shares of common stock, par value $0.001 per share of Access Digital Media, Inc. represented by certificate No. 3, accompanied by stock powers in blank (perfection by possession).
 
 
5.
Secured Promissory Note dated as of February 28, 2013, made by Cinedigm Digital Cinema Australia Pty Ltd (“Maker”) to the order of Cinedigm DC Holdings, LLC (“Payee”) for all amounts from time to time payable to Payee pursuant to the Management Services Agreement dated as of February 28, 2013, by and between the Maker and the Payee, accompanied by an Allonge executed in blank.
 
Security Agreement Collateral
 
 
1.
UCC-1 financing statement to be filed with the Secretary of State of the State of Delaware naming Cinedigm DC Holdings, LLC, as debtor and Prospect Capital Corporation as Collateral Agent and as secured party for “all personal property” excluding any Excluded Property (as defined in the Term Loan Agreement dated as of February 28, 2013, by and among Cinedigm DC Holdings, LLC, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as Administrative Agent and Collateral Agent).
 
 
2.
UCC-1 financing statement to be filed with the Secretary of State of the State of Delaware naming Access Digital Media, Inc., as debtor and Prospect Capital Corporation as Collateral Agent and as secured party for “all personal property” excluding any Excluded Property (as defined in the Term Loan Agreement dated as of February 28, 2013, by and among Cinedigm DC Holdings, LLC, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
 
Guarantor that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as Administrative Agent and Collateral Agent).
 
 
3.
UCC-1 financing statement to be filed with the Secretary of State of the State of Delaware naming Access Digital Cinema Phase 2, Corp., as debtor and Prospect Capital Corporation as Collateral Agent and as secured party for “all personal property” excluding any Excluded Property (as defined in the Term Loan Agreement dated as of February 28, 2013, by and among Cinedigm DC Holdings, LLC, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as Administrative Agent and Collateral Agent).
 
 
4.
UCC-1 financing statement to be filed with the Secretary of State of the State of Delaware naming Cinedigm DC Holdings, LLC, as debtor and Prospect Capital Corporation as Collateral Agent and as secured party for “(1) Any and all shares, shareholder’s or stockholder’s interests, partnership interests, partner’s interests, limited liability company interests, or other equity interests, whether owned directly or indirectly, in part or in whole, by Cinedigm DC Holdings, LLC, whether now owned or subsequently acquired and all proceeds of the foregoing, including, without limitation, the shares set forth below:
 
Issuer
Class of Shares
Certificate Number
% of Shares Owned/
% of Shares Pledged
       
Access Digital Media, Inc.
Common
3
100%/100%
       
 
(2) The collateral shall not include “Excluded Property,” as such term is defined in and used pursuant to the terms of that certain Guaranty, Pledge and Security Agreement, dated as of February 28, 2013, made by (i) Cinedigm DC Holdings, LLC, a Delaware limited liability company, (ii) Access Digital Media, Inc., a Delaware corporation, (iii) Access Digital Cinema Phase 2, Corp., a Delaware corporation and (iv) each other guarantor from time to time party thereto in favor of Prospect Capital Corporation, a Maryland corporation, as collateral agent for
the secured parties.”
 
 
5.
UCC-1 financing statement to be filed with the Secretary of State of the State of Delaware naming Cinedigm Digital Cinema Corp. as debtor and Prospect Capital Corporation as Collateral Agent and as secured party for “(1) The shares set forth below owned by Cinedigm Digital Cinema Corp., any other Pledged Stock or Pledged Property (as each such term is defined and used in the Pledge Agreement defined below):
 
Issuer
Class of Shares
Certificate Number
% of Shares Owned/
% of Shares Pledged
       
Cinedigm DC Holdings, LLC.
N/A
1
100%/100%
       
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Issuer
Class of Shares
Certificate Number
% of Shares Owned/
% of Shares Pledged
       
Access Digital Cinema Phase 2, Corp.
Common
2
100%/100%
       
Cinedigm Digital Cinema Australia Pty Ltd
Ordinary
2
100%/66%
       
 
(2) The collateral shall not include “Excluded Property,” as such term is defined in and used pursuant to the terms of that certain Guaranty, Pledge and Security Agreement (the “Pledge Agreement”), dated as of February 28, 2013, made by (i) Cinedigm DC Holdings, LLC, a Delaware limited liability company, (ii) Access Digital Media, Inc., a Delaware corporation, (iii) Access Digital Cinema Phase 2, Corp., a Delaware corporation and (iv) each other guarantor from time to time party thereto in favor of Prospect Capital Corporation, a Maryland corporation, as collateral agent for the secured parties.”
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

Schedule 6.21
 
Insurance
 
Loan Party
Property
   
Access Digital Media, Inc.
2049 Century Park E, Los Angeles, CA 90067
   
Access Digital Cinema Phase 2, Corp.
902 Broadway, 9th Floor New York, NY 10010
 
2049 Century Park E, Los Angeles, CA 90067
   
Cinedigm DC Holdings, LLC
902 Broadway, 9th Floor New York, NY 10010
 
2049 Century Park E, Los Angeles, CA 90067
   

 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Schedule 6.22
 
Existing Indebtedness
 
Phase 1 Group Members :
 
 
1.
Credit Agreement dated as of May 6, 2010, by and among Cinedigm Digital Funding I, LLC, the Lenders party thereto, Société Générale, as Paying Agent and Co-Administrative Agent and General Electric Capital Corporation, as Collateral Agent and Co-Administrative Agent.
 
 
2.
Guaranty and Security Agreement, dated as of May 6, 2010, by Cinedigm Digital Funding I, LLC, and each other Grantor, in favor of General Electric Capital Corporation, as Collateral agent (together with its successors and permitted assigns) for the Lenders and each other Secured Party.
 
 
3.
Amended and Restated Credit Agreement, dated as of February 28, 2013, is entered into among Cinedigm Digital Funding I, LLC, the Lenders, and Société Générale, as Administrative Agent and Collateral Agent.
 
 
4.
Amended and Restated Guaranty and Security Agreement dated as of February 28, 2013, by Cinedigm Digital Funding I, LLC, and each other Grantor, in favor of Société Générale, as Collateral agent for the Lenders and each other Secured Party.
 
Phase 2 Group Members :

 
1.
Credit Agreement dated as of October 18, 2011, by and among Cinedigm Digital Funding 2, LLC, the Lenders party thereto, and Société Générale, New York Branch, as Administrative Agent and Collateral Agent.
 
 
a.
Corrective Amendment to Credit Agreement, dated as of February 29, 2012 by and between Cinedigm Digital Funding 2, LLC, and Société Générale, New York Branch, as Administrative Agent and Collateral Agent.
 
 
b.
Amendment No. 1 to Credit Agreement, dated as of March 28, 2012 by and among Cinedigm Digital Funding 2, LLC, the Lenders party thereto, and Société Générale, New York Branch.
 
 
c.
Corrective Amendment to Credit Agreement, dated as of May 31, 2012, but effective as of December 31, 2011 by and between Cinedigm Digital Funding 2, LLC, and Société Générale, New York Branch, as Administrative Agent and Collateral Agent.
 
 
d.
Amendment No. 2 and Consent to Credit Agreement, dated as of October 19, 2012, Cinedigm Digital Funding 2, LLC and Société Générale, New York Branch , as Administrative Agent with
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
the consent of the Required Lenders.
 
 
2.
Guaranty and Security Agreement, dated as of October 18, 2011, by Cinedigm Digital Funding 2, LLC, and each of the other Grantors, in favor of Société Générale, New York Branch, as collateral agent for the Lenders and each other Secured Party.
 
 
3.
See the KBC Facility Documents specified on Schedule 3 .
 
 
4.
Cinedigm Installation Note dated as of October 18, 2011, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.
 
 
5.
Delayed Draw Term Loan Note dated as of October 18, 2011, executed by Cinedigm Digital Funding 2, LLC in favor of TD Bank, N.A.
 
 
6.
Vendor Note dated as of October 18, 2011, executed by CDF2 Holdings, LLC in favor of Cinedigm Ballantyne Strong, Inc.
 
 
7.
SG Advisory Fee Note dated as of October 18, 2011, executed by Cinedigm Digital Funding 2, LLC in favor of Société Générale, New York Branch.
 
 
8.
Subordinated Promissory Note, dated as of January 16, 2013, executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.
 
 
9.
Subordinated Promissory Note, dated as of January 16, 2013, executed by CDF2 Holdings, LLC in favor of Barco, Inc.
 
 
10.
Subordinated Promissory Note, dated as of January 16, 2013, executed by CDF2 Holdings, LLC in favor of NEC Display Solutions of America, Inc.
 
 
11.
Subordinated Promissory Note, dated as of January 16, 2013, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.
 
 
12.
Subordinated Promissory Note, dated as of December 19, 2012, executed by CDF2 Holdings, LLC in favor of Moving Image Technologies, LLC.
 
 
13.
Subordinated Promissory Note, dated as of December 19, 2012, executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.
 
 
14.
Subordinated Promissory Note, dated as of December 19, 2012, executed by CDF2 Holdings, LLC in favor of NEC Display Solutions of America, Inc.
 
 
15.
Subordinated Promissory Note, dated as of December 19, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.
 
 
16.
Subordinated Promissory Note, dated as of October 24, 2012, executed by CDF2 Holdings, LLC in favor of NEC Display Solutions of America, Inc.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
17.
Subordinated Promissory Note, dated as of October 24, 2012, executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.
 
 
18.
Subordinated Promissory Note, dated as of October 24, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.
 
 
19.
Subordinated Promissory Note, dated as of October 16, 2012, executed by CDF2 Holdings, LLC in favor of Moving Image Technologies, Inc.
 
 
20.
Subordinated Promissory Note, dated as of October 16, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.
 
 
21.
Subordinated Promissory Note, dated as of August 31, 2012, executed by CDF2 Holdings, LLC in favor of Barco, Inc.
 
 
22.
Subordinated Promissory Note, dated as of August 31, 2012, executed by CDF2 Holdings, LLC in favor of Moving Image Technologies, LLC.
 
 
23.
Subordinated Promissory Note, dated as of August 31, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.
 
 
24.
Subordinated Promissory Note, dated as of July 31, 2012, executed by CDF2 Holdings, LLC in favor of NEC Display Solutions of America, Inc.
 
 
25.
Subordinated Promissory Note, dated as of July 31, 2012, executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.
 
 
26.
Subordinated Promissory Note, dated as of July 31, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.
 
 
27.
Subordinated Promissory Note, dated as of June 29, 2012, executed by CDF2 Holdings, LLC in favor of NEC Display Solutions of America, Inc.
 
 
28.
Subordinated Promissory Note, dated as of June 29, 2012, executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.
 
 
29.
Subordinated Promissory Note, dated as of June 29, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.
 
 
30.
Subordinated Promissory Note, dated as of April 30, 2012, executed by CDF2 Holdings, LLC in favor of Barco, Inc.
 
 
31.
Subordinated Promissory Note, dated as of April 30, 2012, executed by CDF2 Holdings, LLC in favor of NEC Display Solutions of America, Inc.
 
 
32.
Subordinated Promissory Note, dated as of April 30, 2012, executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
33.
Subordinated Promissory Note, dated as of April 30, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.
 
 
34.
Subordinated Promissory Note, dated as of March 30, 2012, executed by CDF2 Holdings, LLC in favor of NEC Display Solutions of America, Inc.
 
 
35.
Subordinated Promissory Note, dated as of March 30, 2012, executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.
 
 
36.
Subordinated Promissory Note, dated as of March 30, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.
 
 
37.
Subordinated Promissory Note, dated as of February 29, 2012, executed by CDF2 Holdings, LLC in favor of NEC Display Solutions of America, Inc.
 
 
38.
Subordinated Promissory Note, dated as of February 29, 2012, executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.
 
 
39.
Subordinated Promissory Note, dated as of February 29, 2012, executed by CDF2 Holdings, LLC in favor of Barco, Inc.
 
 
40.
Subordinated Promissory Note, dated as of February 29, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.
 
 
41.
Subordinated Promissory Note, dated as of January 31, 2012 executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.
 
 
42.
Subordinated Promissory Note, dated as of January 31, 2012, executed by CDF2 Holdings, LLC in favor of NEC Display Solutions of America, Inc.
 
 
43.
Subordinated Promissory Note, dated as of January 31, 2012, executed by CDF2 Holdings, LLC in favor of Cinedigm Digital Cinema Corp.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

Schedule 6.23
 
Deposit Accounts and Securities Accounts
 
Cinedigm DC Holdings, LLC
 
Institution Name and
Address
Account Number
Name of Account Owner
TD Bank NA,
 
222 Madison Ave,
Morristown NJ 07960
 
Cinedigm DC Holdings, LLC
     
TD Bank NA,
 
222 Madison Ave,
Morristown NJ 07960
 
Cinedigm DC Holdings, LLC
     
TD Bank NA,
 
222 Madison Ave,
Morristown NJ 07960
 
Cinedigm DC Holdings, LLC
     

Access Digital Cinema Phase 2, Corp.
 
Institution Name and
Address
Account Number
Name of Account Owner
TD Bank NA,
 
222 Madison Avenue,
Morristown, NJ 07960
 
Access Digital Cinema Phase 2, Corp.
     
TD Bank NA,
 
222 Madison Avenue,
Morristown, NJ 07960
 
Access Digital Cinema Phase 2, Corp.
     

Access Digital Media, Inc.
 
None.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
  Schedule 6.25
 
Certain Agreements
 
(i) All Exhibitor Agreements :
 
 
1.
Master License Agreement dated as of December 16, 2005, between Christie/AIX, Inc. and Carmike Cinemas, Inc.
 
 
2.
Master License Agreement dated as of December 15, 2012, between Cinedigm Digital Funding, I, LLC and Carmike Cinemas, Inc.
 
 
3.
Master License Agreement dated as of July 5, 2011, between CDF2 Holdings, LLC and Marcus Theatres Corporation, as amended.
 
 
4.
Master Digital Cinema and Administrative Agreement, dated as of March 30, 2011, by and between Access Digital Cinema Phase 2, Corp. and 2757-3575 Quebec Inc.
 
 
5.
Master Digital Cinema and Administrative Agreement, dated as of March 7, 2011, by and between Access Digital Cinema Phase 2, Corp. and 2973-8648 Quebec Inc.
 
 
6.
Master Digital Cinema and Administrative Agreement, dated as of March 24, 2011, by and between Access Digital Cinema Phase 2, Corp. and 363909 British Columbia Ltd.
 
 
7.
Master Digital Cinema and Administrative Agreement, dated as of August 3, 2012, by and between Access Digital Cinema Phase 2, Corp. and Acadiana Cinemas, LLC.
 
 
8.
Master Digital Cinema and Administrative Agreement, dated as of August 27, 2010, by and between Access Digital Cinema Phase 2, Corp. and Ajay Theatres, LLC.
 
 
9.
Master Digital Cinema and Administrative Agreement, dated as of November 11, 2010, amended as of August 1, 2011, by and between Access Digital Cinema Phase 2, Corp. and Akin Ventures Inc.
 
 
10.
Master Digital Cinema and Administrative Agreement, dated as of March 23, 2011, by and between Access Digital Cinema Phase 2, Corp. and Alamo Creek Holdings, Ltd.
 
 
11.
Master Digital Cinema and Administrative Agreement, dated as of September 30, 2009, by and between Access Digital Cinema Phase 2, Corp. and Aliance Entertainment, Inc.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
12.
Master Digital Cinema and Administrative Agreement, dated as of May 21, 2011, as amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of March 10, 2012, by and between Access Digital Cinema Phase 2, Corp. and Foothills Entertainment Co.
 
 
13.
Master Digital Cinema and Administrative Agreement, dated as of May September 27, 2010, amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of December 1, 2010, as further amended by Amendment No. 2 to Master Digital Cinema and Administrative Agreement dated as of November 1, 2011, as further amended by Amendment No. 3 to Master Digital Cinema and Administrative Agreement dated as of August 24, 2012, by and between Access Digital Cinema Phase 2, Corp. and Cobb Theaters III, LLC, Cobb Theatres IV, LLC, Cobb Stony Point, LLC, Cobb Peninsula, LLC, Cobb Leesburg, LLC, Cobb Solaris, LLC and Wesley Chapel Theatres, LLC.
 
 
14.
Master Digital Cinema and Administrative Agreement, dated as of March 26, 2012, by and between Access Digital Cinema Phase 2, Corp. and Apex Cinemas, Inc.
 
 
15.
Master Digital Cinema and Administrative Agreement, dated as of March 9, 2012, by and between Access Digital Cinema Phase 2, Corp. and Apollo Cinemas, Inc.
 
 
16.
Master Digital Cinema and Administrative Agreement, dated as of April 1, 2010, by and between Access Digital Cinema Phase 2, Corp. and University Cinema of Athens LLC d/b/a Athena Grand.
 
 
17.
First Amended and Restated Master Digital Cinema and Administrative Agreement, dated as of May 2, 2012, as amended by Amendment No. 1 to First Amended and Restated Master Digital Cinema and Administrative Agreement dated as of September 25, 2012, by and between Access Digital Cinema Phase 2, Corp. and B&B Theatres Operating Company Inc., which amends and restates the Master Digital Cinema and Administrative Agreement dated as of February 10, 2010.
 
 
18.
Master Digital Cinema and Administrative Agreement, dated as of September 26, 2012, by and between Access Digital Cinema Phase 2, Corp. and Stonewood Cinema LLC.
 
 
19.
Master Digital Cinema and Administrative Agreement, dated as of September 26, 2012, by and between Access Digital Cinema Phase 2, Corp. and BarnZ’s LLC.
 
 
20.
Master Digital Cinema and Administrative Agreement, dated as of April 4, 2012, by and between Access Digital Cinema Phase 2, Corp. and Theatre Group II, Inc.
 
 
21.
Master Digital Cinema and Administrative Agreement, dated as of September 25, 2012, by and between Access Digital Cinema Phase 2, Corp. and Berenson Freeport Theatre, LLC.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
22.
Master Digital Cinema and Administrative Agreement, dated as of April 19, 2012, by and between Access Digital Cinema Phase 2, Corp. and Billek Theatres.
 
 
23.
Master Digital Cinema and Administrative Agreement, dated as of September 20, 2011, by and between Access Digital Cinema Phase 2, Corp. and Bones Theatre, LLC.
 
 
24.
Master Digital Cinema and Administrative Agreement, dated as of September 28, 2010, by and between Access Digital Cinema Phase 2, Corp. and Burleson Production, LP.
 
 
25.
Master Digital Cinema and Administrative Agreement, dated as of January 11, 2012, by and between Access Digital Cinema Phase 2, Corp. and Cal-Gran Theatres, LLC.
 
 
26.
Master Digital Cinema and Administrative Agreement, dated as of September 27, 2012, by and between Access Digital Cinema Phase 2, Corp. and Canal Place Cinema LLC.
 
 
27.
Master Digital Cinema and Administrative Agreement, dated as of October 12, 2011, by and between Access Digital Cinema Phase 2, Corp. and CC Cinemas, LLC.
 
 
28.
Master Digital Cinema and Administrative Agreement, dated as of April 19, 2012, by and between Access Digital Cinema Phase 2, Corp. and Capitol 3 Theatre, LLC.
 
 
29.
Master Digital Cinema and Administrative Agreement, dated as of August 14, 2012, by and between Access Digital Cinema Phase 2, Corp. and Carolina Cinemas LLC.
 
 
30.
Master Digital Cinema and Administrative Agreement, dated as of September 8, 2011, by and between Access Digital Cinema Phase 2, Corp. and Continental Cinema Corporation.
 
 
31.
Master Digital Cinema and Administrative Agreement, dated as of September 11, 2011, by and between Access Digital Cinema Phase 2, Corp. and Popcorn Theatres Inc.
 
 
32.
Master Digital Cinema and Administrative Agreement, dated as of September 14, 2011, by and between Access Digital Cinema Phase 2, Corp. and Skye Cinema LLC.
 
 
33.
Master Digital Cinema and Administrative Agreement, dated as of September 14, 2011, by and between Access Digital Cinema Phase 2, Corp. and Cinema Megantic.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
34.
Master Digital Cinema and Administrative Agreement, dated as of August 10, 2012, by and between Access Digital Cinema Phase 2, Corp. and Celebrity Theatres of Broussard, LLC.
 
 
35.
Master Digital Cinema and Administrative Agreement, dated as of August 10, 2012, by and between Access Digital Cinema Phase 2, Corp. and Celebrity Theatres of Ruston, LLC.
 
 
36.
Master Digital Cinema and Administrative Agreement, dated as of January 24, 2011, by and between Access Digital Cinema Phase 2, Corp. and Chisholm Trail 8, LLC.
 
 
37.
Master Digital Cinema and Administrative Agreement, dated as of January 29, 2010, by and between Access Digital Cinema Phase 2, Corp. and Big League Entertainment, Inc. d/b/a Chunky’s Cinema Pub Haverhill.
 
 
38.
Master Digital Cinema and Administrative Agreement, dated as of June 29, 2010, by and between Access Digital Cinema Phase 2, Corp. and Coliseum Avenue Entertainment, LLC d/b/a Chunky’s Cinema Pub Nashua.
 
 
39.
Master Digital Cinema and Administrative Agreement, dated as of June 29, 2010, by and between Access Digital Cinema Phase 2, Corp. and Big League Entertainment d/b/a Chunky’s Cinema Pub Pelham.
 
 
40.
Master Digital Cinema and Administrative Agreement, dated as of August 29, 2011, by and between Access Digital Cinema Phase 2, Corp. and Cine 5.
 
 
41.
Master Digital Cinema and Administrative Agreement, dated as of July 5, 2012, by and between Access Digital Cinema Phase 2, Corp. and Cine Centre Video Inc.
 
 
42.
Master Digital Cinema and Administrative Agreement, dated as of March 31, 2011, as amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of March 27, 2012, and between Access Digital Cinema Phase 2, Corp. and Les Cinemas Cine Enterprises Inc.
 
 
43.
Master Digital Cinema and Administrative Agreement, dated as of September 30, 2010, as amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of September 28, 2012, and between Access Digital Cinema Phase 2, Corp. and Cinelux Theatres Downtown LLC.
 
 
44.
Master Digital Cinema and Administrative Agreement, dated as of September 30, 2010, by and between Access Digital Cinema Phase 2, Corp. and Cinelux Theatres Capitola LLC.
 
 
45.
Master Digital Cinema and Administrative Agreement, dated as of September 30, 2010, by and between Access Digital Cinema Phase 2, Corp. and Cinelux Community Theatres LLC.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
46.
Master Digital Cinema and Administrative Agreement, dated as of September 30, 2010, by and between Access Digital Cinema Phase 2, Corp. and Cinelux Theatres Morgan Hill LLC.
 
 
47.
Master Digital Cinema and Administrative Agreement, dated as of September 30, 2010, by and between Access Digital Cinema Phase 2, Corp. and Cinelux Theatres Scotts Valley LLC.
 
 
48.
Master Digital Cinema and Administrative Agreement, dated as of September 25, 2012, by and between Access Digital Cinema Phase 2, Corp. and Cine Richelieu Valleyfield Inc.
 
 
49.
Master Digital Cinema and Administrative Agreement, dated as of January 26, 2012, by and between Access Digital Cinema Phase 2, Corp. and Gatineau General Partnership.
 
 
50.
Master Digital Cinema and Administrative Agreement, dated as of June 11, 2011, by and between Access Digital Cinema Phase 2, Corp. and 2754-5383 Quebec Inc.
 
 
51.
Master Digital Cinema and Administrative Agreement, dated as of September 28, 2012, by and between Access Digital Cinema Phase 2, Corp. and Hôtel Baker Ltée.
 
 
52.
Master Digital Cinema and Administrative Agreement, dated as of September 25, 2012, by and between Access Digital Cinema Phase 2, Corp. and Cinema Bangor LLC.
 
 
53.
Master Digital Cinema and Administrative Agreement, dated as of March 7, 2011, by and between Access Digital Cinema Phase 2, Corp. and Cinema Beloeil, Inc.
 
 
54.
Master Digital Cinema and Administrative Agreement, dated as of September 26, 2012, by and between Access Digital Cinema Phase 2, Corp. and Cinema Biermans Inc.
 
 
55.
Master Digital Cinema and Administrative Agreement, dated as of August 8, 2011, by and between Access Digital Cinema Phase 2, Corp. and Hampton Roads Entertainment, LLC.
 
 
56.
Master Digital Cinema and Administrative Agreement, dated as of August 7, 2012, by and between Access Digital Cinema Phase 2, Corp. and Tidewater Entertainment, LLC.
 
 
57.
Master Digital Cinema and Administrative Agreement, dated as of November 25, 2011, by and between Access Digital Cinema Phase 2, Corp. and 2416-1200 Quebec Inc.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
58.
Master Digital Cinema and Administrative Agreement, dated as of January 9, 2012, by and between Access Digital Cinema Phase 2, Corp. and Cinema Centre-Ville, Inc.
 
 
59.
Master Digital Cinema and Administrative Agreement, dated as of June 25, 2012, by and between Access Digital Cinema Phase 2, Corp. and 9166-7972 Quebec Inc.
 
 
60.
Master Digital Cinema and Administrative Agreement, dated as of June 25, 2012, by and between Access Digital Cinema Phase 2, Corp. and 9090-0432 Quebec Inc.
 
 
61.
Master Digital Cinema and Administrative Agreement, dated as of January 11, 2011, by and between Access Digital Cinema Phase 2, Corp. and Cinema Group Inc.
 
 
62.
Master Digital Cinema and Administrative Agreement, dated as of September 25, 2012, by and between Access Digital Cinema Phase 2, Corp. and Cinema Holdings Gilford, LLC.
 
 
63.
Master Digital Cinema and Administrative Agreement, dated as of July 16, 2012, by and between Access Digital Cinema Phase 2, Corp. and Ciné-Quilles D.L., Inc.
 
 
64.
Master Digital Cinema and Administrative Agreement, dated as of August 10, 2012, by and between Access Digital Cinema Phase 2, Corp. and Cinema, LLC.
 
 
65.
Master Digital Cinema and Administrative Agreement, dated as of April 27, 2010, as amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of September 30, 2012, by and between Access Digital Cinema Phase 2, Corp. and Cinema Management Group Inc.
 
 
66.
Master Digital Cinema and Administrative Agreement, dated as of September 30, 2012, by and between Access Digital Cinema Phase 2, Corp. and Cinéma Mont-Tremblant Inc.
 
 
67.
Master Digital Cinema and Administrative Agreement, dated as of April 2, 2012, by and between Access Digital Cinema Phase 2, Corp. and 9034-7097 Quebec Inc.
 
 
68.
Master Digital Cinema and Administrative Agreement, dated as of July 4, 2012, by and between Access Digital Cinema Phase 2, Corp. and 9188-1912 Quebec Inc.
 
 
69.
Master Digital Cinema and Administrative Agreement, dated as of March 7, 2011, by and between Access Digital Cinema Phase 2, Corp. and Cinema R.G.F.M. Drummondville Inc.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
70.
Master Digital Cinema and Administrative Agreement, dated as of November 4, 2011, by and between Access Digital Cinema Phase 2, Corp. and 4417194 Canada Inc. o/s/ Cinema Saint Eustache.
 
 
71.
Master Digital Cinema and Administrative Agreement, dated as of March 7, 2011, by and between Access Digital Cinema Phase 2, Corp. and Cinema St-Hyacinthe, Inc.
 
 
72.
Master Digital Cinema and Administrative Agreement, dated as of December 17, 2010, by and between Access Digital Cinema Phase 2, Corp. and Cinema World Inc.
 
 
73.
Master Digital Cinema and Administrative Agreement, dated as of March 28, 2012, by and between Access Digital Cinema Phase 2, Corp. and Cinemas Guzzo Inc.
 
 
74.
Master Digital Cinema and Administrative Agreement, dated as of March 4, 2011, by and between Access Digital Cinema Phase 2, Corp. and Cinemaworld of FL, Inc.
 
 
75.
Master Digital Cinema and Administrative Agreement, dated as of March 8, 2011, by and between Access Digital Cinema Phase 2, Corp. and Cinerom LLC.
 
 
76.
Master Digital Cinema and Administrative Agreement, dated as of August 27, 2010, by and between Access Digital Cinema Phase 2, Corp. and Cinetex, Inc. d/b/a Marshall Cinema.
 
 
77.
Master Digital Cinema and Administrative Agreement, dated as of September 25, 2012, by and between Access Digital Cinema Phase 2, Corp. and Claremont Cinema LP.
 
 
78.
Master Digital Cinema and Administrative Agreement, dated as of September 26, 2012, by and between Access Digital Cinema Phase 2, Corp. and The Classic Gateway Movie Theatre LLC.
 
 
79.
Master Digital Cinema and Administrative Agreement, dated as of April 4, 2011, by and between Access Digital Cinema Phase 2, Corp. and CCG Holdings, LLC.
 
 
80.
Master Digital Cinema and Administrative Agreement, dated as of January 27, 2012, by and between Access Digital Cinema Phase 2, Corp. and Cynthia L. Rouse d/b/a Cloverland Cinemas.
 
 
81.
Master Digital Cinema and Administrative Agreement, dated as of April 20, 2012, by and between Access Digital Cinema Phase 2, Corp. and The Town’s Theatres, llc.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
82.
Master Digital Cinema and Administrative Agreement, dated as of June 26, 2012, by and between Access Digital Cinema Phase 2, Corp. and Quincer Amusement Corporation.
 
 
83.
Master Digital Cinema and Administrative Agreement, dated as of November 15, 2010, by and between Access Digital Cinema Phase 2, Corp. and Cranberry Cinema, LLC.
 
 
84.
Master Digital Cinema and Administrative Agreement, dated as of December 1, 2010, by and between Access Digital Cinema Phase 2, Corp. and Cranberry Cinema, LLC.
 
 
85.
Master Digital Cinema and Administrative Agreement, dated as of June 5, 2012, by and between Access Digital Cinema Phase 2, Corp. and Green Screenz Entertainment, Inc.
 
 
86.
Master Digital Cinema and Administrative Agreement, dated as of September 25, 2012, by and between Access Digital Cinema Phase 2, Corp. and Derry Five Star Cinema, LLC.
 
 
87.
Master Digital Cinema and Administrative Agreement, dated as of January 28, 2011, by and between Access Digital Cinema Phase 2, Corp. and Digital Cinema Destinations Corp.
 
 
88.
Master Digital Cinema and Administrative Agreement, dated as of September 28, 2012, by and between Access Digital Cinema Phase 2, Corp. and Sanborn Theatres Inc.
 
 
89.
Master Digital Cinema and Administrative Agreement, dated as of September 30, 2012, by and between Access Digital Cinema Phase 2, Corp. and East Coast Entertainment of Durham LLC.
 
 
90.
Master Digital Cinema and Administrative Agreement, dated as of September 29, 2010, by and between Access Digital Cinema Phase 2, Corp. and Eastern Shores, Inc.
 
 
91.
Master Digital Cinema and Administrative Agreement, dated as of March 11, 2011, by and between Access Digital Cinema Phase 2, Corp. and Elkins Theatre Company Inc., D/B/A Elkins Cinema 7.
 
 
92.
Master Digital Cinema and Administrative Agreement, dated as of October 6, 2011, by and between Access Digital Cinema Phase 2, Corp. and Eltrym Theater, LLC.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
93.
Master Digital Cinema and Administrative Agreement, dated as of September 30, 2010, by and between Access Digital Cinema Phase 2, Corp. and Emagine Entertainment, Inc. dba Emagine Rochester Hills.
 
 
94.
Master Digital Cinema and Administrative Agreement, dated as of September 30, 2012, by and between Access Digital Cinema Phase 2, Corp. and Entertainment Management Corporation.
 
 
95.
Master Digital Cinema and Administrative Agreement, dated as of November 29, 2011, by and between Access Digital Cinema Phase 2, Corp. and Farwell Cinemas LLC.
 
 
96.
Master Digital Cinema and Administrative Agreement, dated as of May 1, 2012, by and between Access Digital Cinema Phase 2, Corp. and Five Star Cinemas, LLC.
 
 
97.
Master Digital Cinema and Administrative Agreement, dated as of September 27, 2012, by and between Access Digital Cinema Phase 2, Corp. and Paladen LLC.
 
 
98.
Master Digital Cinema and Administrative Agreement, dated as of April 20, 2012, by and between Access Digital Cinema Phase 2, Corp. and Steele & Steele of Wyoming, Inc.
 
 
99.
Master Digital Cinema and Administrative Agreement, dated as of January 19, 2011, by and between Access Digital Cinema Phase 2, Corp. and Fountain Place Cinema 8, LLC.
 
 
100.
Master Digital Cinema and Administrative Agreement, dated as of September 22, 2011, by and between Access Digital Cinema Phase 2, Corp. and Fountain Stone Theaters, Inc.
 
 
101.
Master Digital Cinema and Administrative Agreement, dated as of July 13, 2012, by and between Access Digital Cinema Phase 2, Corp. and South and Brown Entertainment, LLC.
 
 
102.
Master Digital Cinema and Administrative Agreement, dated as of December 17, 2010, by and between Access Digital Cinema Phase 2, Corp. and Whitefish Bay Entertainment, Inc. d/b/a Fox Bay Cinema Grill.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
103.
Master Digital Cinema and Administrative Agreement, dated as of September 28, 2011, by and between Access Digital Cinema Phase 2, Corp. and Fox Theatres, Limited Partnership.
 
 
104.
Master Digital Cinema and Administrative Agreement, dated as of September 24, 2012, by and between Access Digital Cinema Phase 2, Corp. and Fox Theatres LLC.
 
 
105.
Master Digital Cinema and Administrative Agreement, dated as of April 11, 2012, by and between Access Digital Cinema Phase 2, Corp. and Commonwealth-Ghosen Theatre Corporation.
 
 
106.
Master Digital Cinema and Administrative Agreement, dated as of August 27, 2010, by and between Access Digital Cinema Phase 2, Corp. and Gardner Theater Corporation.
 
 
107.
Master Digital Cinema and Administrative Agreement, dated as of April 20, 2012, by and between Access Digital Cinema Phase 2, Corp. and Penn Marine, Inc. D/B/A Garrett 8 Cinemas.
 
 
108.
Master Digital Cinema and Administrative Agreement, dated September 30, 2009, amended by Amendment No. 1 to Master Agreement dated as of February 16, 2011, as further amended by Amendment No. 2 to Master Digital Cinema and Administrative Agreement dated as of May 23, 2012, by and between Access Digital Cinema Phase 2 Corp. and Georgia Theatre Company – II.
 
 
109.
Master Digital Cinema and Administrative Agreement, dated as of September 24, 2010, by and between Access Digital Cinema Phase 2, Corp. and Glass Sword Theatre, Inc.
 
 
110.
Master Digital Cinema and Administrative Agreement, dated as of September 28, 2010, by and between Access Digital Cinema Phase 2, Corp. and Thomas J. Enterprises Inc.
 
 
111.
Master Digital Cinema and Administrative Agreement, dated as of March 26, 2012, by and between Access Digital Cinema Phase 2, Corp. and Minuteman Cinemas, Inc.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
112.
Master Digital Cinema and Administrative Agreement, dated as of March 30, 2011, by and between Access Digital Cinema Phase 2, Corp. and Goodrich Quality Theatres, Inc.
 
 
113.
Master Digital Cinema and Administrative Agreement, dated as of January 11, 2012, by and between Access Digital Cinema Phase 2, Corp. and Gran & Garcia Theatres, LLC.
 
 
114.
Master Digital Cinema and Administrative Agreement, dated as of June 8, 2012, by and between Access Digital Cinema Phase 2, Corp. and Grand Cinema 3, Inc.
 
 
115.
Master Digital Cinema and Administrative Agreement, dated as of April 1, 2010, by and between Access Digital Cinema Phase 2, Corp. and PCA Enterprises, LLC.
 
 
116.
Master Digital Cinema and Administrative Agreement, dated as of December 9, 2010, by and between Access Digital Cinema Phase 2, Corp. and Great Eastern Theatre Company.
 
 
117.
Master Digital Cinema and Administrative Agreement, dated as of March 30, 2011, by and between Access Digital Cinema Phase 2, Corp. and Gross-Alaska, Inc.
 
 
118.
Master Digital Cinema and Administrative Agreement, dated as of November 29, 2011, by and between Access Digital Cinema Phase 2, Corp. and Guetschoff Theatre Management Corp – MN S-Corp.
 
 
119.
Master Digital Cinema and Administrative Agreement, dated as of November 10, 2010, by and between Access Digital Cinema Phase 2, Corp. and H2H Inc. d/b/a Fort Cinema.
 
 
120.
Master Digital Cinema and Administrative Agreement, dated as of September 24, 2012, by and between Access Digital Cinema Phase 2, Corp. and Schubert Theatres Inc.
 
 
121.
Master Digital Cinema and Administrative Agreement, dated as of June 19, 2012, by and between Access Digital Cinema Phase 2, Corp. and Henry Family Cinemas LLC.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
122.
Master Digital Cinema and Administrative Agreement, dated as of March 4, 2011, by and between Access Digital Cinema Phase 2, Corp. and H&K Cinemas D/B/A Upshur Village Cinema 6.
 
 
123.
Network Operating System Software End User and Support Agreement, dated March 11, 2011, by and between Cinedigm Digital Cinema Corp. and Huron Theatre Corporation.
 
 
124.
Master Digital Cinema and Administrative Agreement, dated as of September 25, 2012, by and between Access Digital Cinema Phase 2, Corp. and Island Cinemas 10, LLC.
 
 
125.
Master Digital Cinema and Administrative Agreement, dated as of December 27, 2010, amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of May 30, 2012, by and between Access Digital Cinema Phase 2, Corp. and JAD Imports, Inc.
 
 
126.
Master Digital Cinema and Administrative Agreement, dated as of January 11, 2011, by and between Access Digital Cinema Phase 2, Corp. and Kenner Theatres, L.L.C.
 
 
127.
Master Digital Cinema and Administrative Agreement, dated as of April 2, 2010, by and between Access Digital Cinema Phase 2, Corp. and Phase LLC d/b/a Keystone Cinemas.
 
 
128.
Master Digital Cinema and Administrative Agreement, dated as of March 5, 2012, by and between Access Digital Cinema Phase 2, Corp. and 9230-2033 Quebec Inc.
 
 
129.
Master Digital Cinema and Administrative Agreement, dated as of March 25, 2011, by and between Access Digital Cinema Phase 2, Corp. and Lafitte Cinema LLC.
 
 
130.
Master Digital Cinema and Administrative Agreement, dated as of January 27, 2011, by and between Access Digital Cinema Phase 2, Corp. and Lakeland Theatres Inc.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
131.
Master Digital Cinema and Administrative Agreement, dated as of February 1, 2012, by and between Access Digital Cinema Phase 2, Corp. and Lefont Theaters, Inc.
 
 
132.
Master Digital Cinema and Administrative Agreement, dated as of August 31, 2012, by and between Access Digital Cinema Phase 2, Corp. and Lehighton Entertainment Corp.
 
 
133.
Master Digital Cinema and Administrative Agreement, dated as of March 7, 2011, by and between Access Digital Cinema Phase 2, Corp. and Les Cinemas R.G.F.M. Inc.
 
 
134.
Master Digital Cinema and Administrative Agreement, dated as of September 29, 2010, by and between Access Digital Cinema Phase 2, Corp. and Lisbon Theatres, Inc.
 
 
135.
Master Digital Cinema and Administrative Agreement, dated as of March 11, 2011, by and between Access Digital Cinema Phase 2, Corp. and Logan Luxury Theatres Corp.
 
 
136.
Master Digital Cinema and Administrative Agreement, dated as of August 15, 2012, by and between Access Digital Cinema Phase 2, Corp. and Lowrey Picwood Inc.
 
 
137.
Master Digital Cinema and Administrative Agreement, dated as of November 15, 2011, by and between Access Digital Cinema Phase 2, Corp. and Main Street Theatre MN C-Corp.
 
 
138.
Master Digital Cinema and Administrative Agreement, dated as of September 29, 2010, by and between Access Digital Cinema Phase 2, Corp. and Main Street Theatres, Inc.
 
 
139.
Master Digital Cinema and Administrative Agreement, dated as of October 7, 2011, amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of April 30, 2012, by and between Access Digital Cinema Phase 2, Corp. and Loyd Brigance Grass Sales, Inc.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
140.
Master Digital Cinema and Administrative Agreement, dated as of May 4, 2012, by and between Access Digital Cinema Phase 2, Corp. and Basecamp Entertainment LLC D/B/A Majestic Theatre.
 
 
141.
Master Digital Cinema and Administrative Agreement, dated as of June 17, 2011, amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of June 26, 2012, by and between Access Digital Cinema Phase 2, Corp. and Malco Management, LLC, Malco Theatres, Inc. and Malco Stage Road, LLC.
 
 
142.
Master Digital Cinema and Administrative Agreement, dated as of June 29, 2012, by and between Access Digital Cinema Phase 2, Corp. and CanAm Theatres MOA, LLC.
 
 
143.
Master Digital Cinema and Administrative Agreement, dated as of August 10, 2011, amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of September 24, 2012, by and between Access Digital Cinema Phase 2, Corp. and Mann Theatres Inc.
 
 
144.
Master Digital Cinema and Administrative Agreement, dated as of September 25, 2012, by and between Access Digital Cinema Phase 2, Corp. and Martha’s Vineyard Cinema Corp.
 
 
145.
Master Digital Cinema and Administrative Agreement, dated as of January 30, 2012, amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of September 27, 2012, by and between Access Digital Cinema Phase 2, Corp. and Larry H. Miller Theatres, Inc.
 
 
146.
Master Digital Cinema and Administrative Agreement, dated as of August 16, 2012, by and between Access Digital Cinema Phase 2, Corp. and Metro Movies, LLC.
 
 
147.
Master Digital Cinema and Administrative Agreement, dated as of June 26, 2012, by and between Access Digital Cinema Phase 2, Corp. and MHSC 6, LLC.
 
 
148.
Master Digital Cinema and Administrative Agreement, dated as of December 9, 2011, by and between Access Digital Cinema Phase 2, Corp. and Micon Cinemas, Inc. S-Corp.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
149.
Master Digital Cinema and Administrative Agreement, dated as of December 9, 2011, by and between Access Digital Cinema Phase 2, Corp. and Eau Claire Theatre Group, LLC.
 
 
150.
Master Digital Cinema and Administrative Agreement, dated as of January 24, 2011, amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of April 27, 2011, as further amended by Amendment No. 2 to Master Digital Cinema and Administrative Agreement dated as of September 9, 2011, as further amended by Amendment No. 3 to Master Digital Cinema and Administrative Agreement dated as of August 10, 2012, by and between Access Digital Cinema Phase 2 Corp. and Mitchell Theatres LLC.
 
 
151.
Master Digital Cinema and Administrative Agreement, dated as of May 5, 2011, by and between Access Digital Cinema Phase 2, Corp. and 21 st Century Cinema, LLC.
 
 
152.
Master Digital Cinema and Administrative Agreement, dated as of January 1, 2011, by and between Access Digital Cinema Phase 2, Corp. and Lyman Keim and Cory Keim dba Bison 6 Cinema.
 
 
153.
Master Digital Cinema and Administrative Agreement, dated as of June 10, 2011, by and between Access Digital Cinema Phase 2, Corp. and Cinema Peninsule Ltd.
 
 
154.
Master Digital Cinema and Administrative Agreement, dated as of July 23, 2010, by and between Access Digital Cinema Phase 2, Corp. and Danville Cinemas, LLC.
 
 
155.
Master Digital Cinema and Administrative Agreement, dated as of April 16, 2011, by and between Access Digital Cinema Phase 2, Corp. and FGB Corporation d/b/a Bashara Capitol Theater, LLC and Bashara Paramount Theater, LLC.
 
 
156.
Master Digital Cinema and Administrative Agreement, dated as of May 21, 2010, as amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of March 10, 2012, as further amended by Amendment No. 2 to Master Digital Cinema and Administrative Agreement dated as of August 28, 2012, by and between Access Digital Cinema Phase 2, Corp. and Foothills Entertainment Co.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
157.
Master Digital Cinema and Administrative Agreement, dated as of August 18, 2011, by and between Access Digital Cinema Phase 2, Corp. and Burin Cinema Limited.
 
 
158.
Master Digital Cinema and Administrative Agreement, dated as of August 25, 2011, by and between Access Digital Cinema Phase 2, Corp. and Center Cinemas Inc.
 
 
159.
Master Digital Cinema and Administrative Agreement, dated as of August 10, 2011, by and between Access Digital Cinema Phase 2, Corp. and Cinema Entertainment Corp.
 
 
160.
Master Digital Cinema and Administrative Agreement, dated as of June 1, 2011, by and between Access Digital Cinema Phase 2, Corp. and Cinema Pine 1991, Inc.
 
 
161.
Master Digital Cinema and Administrative Agreement, dated as of February 10, 2011, by and between Access Digital Cinema Phase 2, Corp. and Cinemas of Whitewater, LLC.
 
 
162.
Master Digital Cinema and Administrative Agreement, dated as of September 12, 2011, by and between Access Digital Cinema Phase 2, Corp. and Hoosier Hollywood Development, LLC.
 
 
163.
Master Digital Cinema and Administrative Agreement, dated as of September 2, 2011, by and between Access Digital Cinema Phase 2, Corp. and Feather River Cinemas, Inc.
 
 
164.
Master Digital Cinema and Administrative Agreement, dated as of May 6, 2011, by and between Access Digital Cinema Phase 2, Corp. and Fratelli Theatres Inc.
 
 
165.
Master Digital Cinema and Administrative Agreement, dated as of July 20, 2011 by and between Access Digital Cinema Phase 2, Corp. and Homer Theatre, LLC.
 
 
166.
Master Digital Cinema and Administrative Agreement, dated as of August 8, 2011, by and between Access Digital Cinema Phase 2, Corp. and Kickingbird Cinema Limited Partnership.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
167.
Master Digital Cinema and Administrative Agreement, dated as of October 24, 2011, by and between Access Digital Cinema Phase 2, Corp. and L&D Enterprises of Orlando, Inc.
 
 
168.
Master Digital Cinema and Administrative Agreement, dated as of October 17, 2011, by and between Access Digital Cinema Phase 2, Corp. and Loyd Brigance Grass Sales, Inc.
 
 
169.
Master Digital Cinema and Administrative Agreement, dated as of August 10, 2011, by and between Access Digital Cinema Phase 2, Corp. and Mann Theatres, Inc.
 
 
170.
Master Digital Cinema and Administrative Agreement, dated as of August 19, 2011, by and between Access Digital Cinema Phase 2, Corp. and Tentelino Enterprises Inc.
 
 
171.
Master Digital Cinema and Administrative Agreement, dated as of August 9, 2011, by and between Access Digital Cinema Phase 2, Corp. and New Richmond 8 Theatre Inc.
 
 
172.
Master Digital Cinema and Administrative Agreement, dated as of September 21, 2011, by and between Access Digital Cinema Phase 2, Corp. and Pacific Theatres Exhibition Corp.
 
 
173.
Master Digital Cinema and Administrative Agreement, dated as of July 5, 2011, by and between Access Digital Cinema Phase 2, Corp. and Paradise Cinemas Inc.
 
 
174.
Master Digital Cinema and Administrative Agreement, dated as of September 9, 2011, by and between Access Digital Cinema Phase 2, Corp. and Sky-vve Drive-In Theatre dba Parisian Theatre.
 
 
175.
Master Digital Cinema and Administrative Agreement, dated as of August 11, 2011, by and between Access Digital Cinema Phase 2, Corp. and 4RFuture, Inc. dba Portage Theatres.
 
 
176.
Master Digital Cinema and Administrative Agreement, dated as of October 15, 2011, by and between Access Digital Cinema Phase 2, Corp. and Ruby Enterprises Inc.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
177.
Master Digital Cinema and Administrative Agreement, dated as of May 6, 2011 by and between Access Digital Cinema Phase 2, Corp. and Royal Cinemas Inc.
 
 
178.
Master Digital Cinema and Administrative Agreement, dated as of April 13, 2011, by and between Access Digital Cinema Phase 2, Corp. and St. Landry Cinema I, LLC.
 
 
179.
Master Digital Cinema and Administrative Agreement, dated as of August 16, 2011, by and between Access Digital Cinema Phase 2, Corp. and Steele Inc.
 
 
180.
Master Digital Cinema and Administrative Agreement, dated as of July 27, 2011, by and between Access Digital Cinema Phase 2, Corp. and Texas Cinema Corp.
 
 
181.
Master Digital Cinema and Administrative Agreement, dated as of August 10, 2011, by and between Access Digital Cinema Phase 2, Corp. and United Entertainment Corp.
 
 
182.
Master Digital Cinema and Administrative Agreement, dated as of August 4, 2011, by and between Access Digital Cinema Phase 2, Corp. and Vali Twin Cinema, Inc.
 
 
183.
Master Digital Cinema and Administrative Agreement, dated as of October 11, 2011, by and between Access Digital Cinema Phase 2, Corp. and Warrenton Eight Cinema.
 
 
184.
Master Digital Cinema and Administrative Agreement, dated as of June 22, 2011, by and between Access Digital Cinema Phase 2, Corp. and Gabel Theatres, Inc.
 
 
185.
Master Digital Cinema and Administrative Agreement, dated as of June 17, 2011, by and among Access Digital Cinema Phase 2, Corp., Malco Management, LLC, Malco Theatres, Inc. and Malco Stage Road, LLC.
 
 
186.
Master Digital Cinema and Administrative Agreement, dated as of June 16, 2011, by and between Access Digital Cinema Phase 2, Corp. and Marshall Cinema.
 
 
187.
Master Digital Cinema and Administrative Agreement, dated as of April 26, 2011, by and between Access Digital Cinema Phase 2, Corp. and SilentCo, Inc.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
188.
Master Digital Cinema and Administrative Agreement, dated as of January 27, 2011, by and between Access Digital Cinema Phase 2, Corp. and MCIC Inc. d/b/a Linway Cinema 14.
 
 
189.
Master Digital Cinema and Administrative Agreement, dated as of April 6, 2011, by and between Access Digital Cinema Phase 2, Corp. and Patson Entertainment Inc. d/b/a St-Cloud Twin.
 
 
190.
Master Digital Cinema and Administrative Agreement, dated as of May 10, 2011, by and between Access Digital Cinema Phase 2, Corp. and Phoenix Big Cinemas Management, LLC.
 
 
191.
Master Digital Cinema and Administrative Agreement, dated as of April 15, 2011, by and between Access Digital Cinema Phase 2, Corp. and Richland Mall Cinemas d/b/a Richland Cinemas.
 
 
192.
Master Digital Cinema and Administrative Agreement, dated as of April 6, 2011, by and between Access Digital Cinema Phase 2, Corp. and Rouman Amusement Company, Inc.
 
 
193.
Master Digital Cinema and Administrative Agreement, dated as of July 23, 2010, by and between Access Digital Cinema Phase 2, Corp. and Tenth Frame Cinema, LLC.
 
 
194.
Master Digital Cinema and Administrative Agreement, dated as of July 18, 2011, by and between Access Digital Cinema Phase 2, Corp. and Cinemasota, Inc.
 
 
195.
Master Digital Cinema and Administrative Agreement, dated as of October 5, 2011, by and between Access Digital Cinema Phase 2, Corp. and Monaco HSV, LLC.
 
 
196.
Master Digital Cinema and Administrative Agreement, dated as of May 18, 2012, by and between Access Digital Cinema Phase 2, Corp. and Anderson Mounds Theater, LLC.
 
 
197.
Master Digital Cinema and Administrative Agreement, dated as of September 24, 2010, by and between Access Digital Cinema Phase 2, Corp. and Mt. Pleasant Cinema V L.P.
 
 
198.
Master Digital Cinema and Administrative Agreement, dated as of January 25, 2012, by and between Access Digital Cinema Phase 2, Corp. and West Side Stories FEC, LLC.
 
 
199.
Master Digital Cinema and Administrative Agreement, dated as of September 30, 2012, by and between Access Digital Cinema Phase 2, Corp. and NW Theatres LLC.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
200.
Master Digital Cinema and Administrative Agreement, dated as of March 21, 2012, by and between Access Digital Cinema Phase 2, Corp. and Niantic Cinema Corp.
 
 
201.
Master Digital Cinema and Administrative Agreement, dated as of September 28, 2010, by and between Access Digital Cinema Phase 2, Corp. and Noble Theatres, Inc.
 
 
202.
Master Digital Cinema and Administrative Agreement, dated as of September 25, 2012, by and between Access Digital Cinema Phase 2, Corp. and North Conway Cinema II, LP.
 
 
203.
Master Digital Cinema and Administrative Agreement, dated as of June 28, 2012, by and between Access Digital Cinema Phase 2, Corp. and Northeast Cinemas, LLC.
 
 
204.
Master Digital Cinema and Administrative Agreement, dated as of May 5, 2012, by and between Access Digital Cinema Phase 2, Corp. and Northgate Cinema Inc.
 
 
205.
Master Digital Cinema and Administrative Agreement, dated as of September 23, 2010, by and between Access Digital Cinema Phase 2, Corp. and 360 Entertainment, LLC d/b/a Orca Theater.
 
 
206.
Master Digital Cinema and Administrative Agreement, dated as of December 17, 2010, by and between Access Digital Cinema Phase 2, Corp. and Orpheum Theatre, Inc.
 
 
207.
Master Digital Cinema and Administrative Agreement, dated as of September 21, 2011, amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of September 27, 2012, by and between Access Digital cinema Phase 2, Corp. and Pacific Theatres Exhibition Corp.
 
 
208.
Master Digital Cinema and Administrative Agreement, dated as of March 24, 2011, by and between Access Digital Cinema Phase 2, Corp. and Paradise Development Ltd.
 
 
209.
Master Digital Cinema and Administrative Agreement, dated as of February 2, 2012, by and between Access Digital Cinema Phase 2, Corp. and Cinema VII, Inc d/b/a Park Place Cinemas.
 
 
210.
Master Digital Cinema and Administrative Agreement, dated as of January 9, 2012, by and between Access Digital Cinema Phase 2, Corp. and S&D Family Theatres, Inc.
 
 
211.
Master Digital Cinema and Administrative Agreement, dated as of September 28, 2012, by and between Access Digital Cinema Phase 2, Corp. and ACME Cinema Inc.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
212.
Master Digital Cinema and Administrative Agreement, dated as of September 21, 2012, by and between Access Digital Cinema Phase 2, Corp. and PHG East Theatres LLC.
 
 
213.
Master Digital Cinema and Administrative Agreement, dated as of September 21, 2012, by and between Access Digital Cinema Phase 2, Corp. and PHG South Theatres LLC.
 
 
214.
Master Digital Cinema and Administrative Agreement, dated as of January 19, 2011, by and between Access Digital Cinema Phase 2, Corp. and Pierce Point Cinema 10, LLC.
 
 
215.
Master Digital Cinema and Administrative Agreement, dated as of December 17, 2010, by and between Access Digital Cinema Phase 2, Corp. and Grenada Ready Mix Concrete Corp. d/b/a Plaza Cinema.
 
 
216.
Master Digital Cinema and Administrative Agreement, dated as of March 14, 2011, by and between Access Digital Cinema Phase 2, Corp. and Polson Theatres, Inc.
 
 
217.
Master Digital Cinema and Administrative Agreement, dated as of September 10, 2010, by and between Access Digital Cinema Phase 2, Corp. and Prime Cinemas Red Bluff, LP.
 
 
218.
Master Digital Cinema and Administrative Agreement, dated as of January 11, 2011, by and between Access Digital Cinema Phase 2, Corp. and Rainbow Cinemas, LLC.
 
 
219.
Master Digital Cinema and Administrative Agreement, dated as of December 4, 2009, by and between Access Digital Cinema Phase 2, Corp. and RC Theatres Management Corporation.
 
 
220.
Master Digital Cinema and Administrative Agreement, dated as of September 30, 2012, by and between Access Digital Cinema Phase 2, Corp. and Consolidated Cinema Services, LLC.
 
 
221.
Master Digital Cinema and Administrative Agreement, dated as of January 12, 2011, by and between Access Digital Cinema Phase 2, Corp. and Regency Cinema LLC.
 
 
222.
Master Digital Cinema and Administrative Agreement, dated as of August 22, 2011, amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of June 5, 2012, by and between Access Digital cinema Phase 2, Corp. and Rio Entertainment, Inc.
 
 
223.
Master Digital Cinema and Administrative Agreement, dated as of May 9, 2012, by and between Access Digital Cinema Phase 2, Corp. and Rio Theatre.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
224.
Master Digital Cinema and Administrative Agreement, dated as of February 10, 2011, by and between Access Digital Cinema Phase 2, Corp. and Donald J. Laughlin d/b/a Riverside Resort & Casino.
 
 
225.
Master Digital Cinema and Administrative Agreement, dated as of May 17, 2011, by and between Access Digital Cinema Phase 2, Corp. and Rogers Cinema Inc.
 
 
226.
Master Digital Cinema and Administrative Agreement, dated as of February 28, 2011, amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of September 15, 2012, by and between Access Digital cinema Phase 2, Corp. and Santikos Theatres Operations, Ltd.
 
 
227.
Master Digital Cinema and Administrative Agreement, dated as of September 30, 2010, amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of May 18, 2012, by and between Access Digital cinema Phase 2, Corp. and Schulman Partners Ltd.
 
 
228.
Master Digital Cinema and Administrative Agreement, dated as of September 28, 2010, by and between Access Digital Cinema Phase 2, Corp. and Schulman Theatres Inc.
 
 
229.
Master Digital Cinema and Administrative Agreement, dated as of September 25, 2012, by and between Access Digital Cinema Phase 2, Corp. and Seaford Boston Cinema, LLC.
 
 
230.
Master Digital Cinema and Administrative Agreement, dated as of January 24, 2011, by and between Access Digital Cinema Phase 2, Corp. and Sequoyah 8, LLC.
 
 
231.
Master Digital Cinema and Administrative Agreement, dated as of September 25, 2012, by and between Access Digital Cinema Phase 2, Corp. and Seymour Cinemas, Inc.
 
 
232.
Master Digital Cinema and Administrative Agreement, dated as of August 25, 2010, by and between Access Digital Cinema Phase 2, Corp. and North Park Cinemas, Inc. d/b/a Showplace Cinemas.
 
 
233.
Master Digital Cinema and Administrative Agreement, dated as of January 30, 2012, by and between Access Digital Cinema Phase 2, Corp. and Showtime Cinemas LLC.
 
 
234.
Master Digital Cinema and Administrative Agreement, dated as of October 8, 2010, by and between Access Digital Cinema Phase 2, Corp. and Somerset Cinemas, LLC.
 
 
235.
Master Digital Cinema and Administrative Agreement, dated as of February 29, 2012, by and between Access Digital Cinema Phase 2, Corp. and South Branch Inn, Inc.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
236.
Master Digital Cinema and Administrative Agreement, dated as of September 25, 2012, by and between Access Digital Cinema Phase 2, Corp. and South Kingstown Cinemas, LLC.
 
 
237.
Master Digital Cinema and Administrative Agreement, dated as of January 24, 2011, by and between Access Digital Cinema Phase 2, Corp. and Southgate 6, LLC.
 
 
238.
Master Digital Cinema and Administrative Agreement, dated as of January 21, 2012, by and between Access Digital Cinema Phase 2, Corp. and Spring Theatres, LLC.
 
 
239.
Master Digital Cinema and Administrative Agreement, dated as of November 30, 2011, by and between Access Digital Cinema Phase 2, Corp. and St. Croix Falls Cinema LLC.
 
 
240.
Master Digital Cinema and Administrative Agreement, dated as of July 30, 2010, by and between Access Digital Cinema Phase 2, Corp. and Star Village LP.
 
 
241.
Master Digital Cinema and Administrative Agreement, dated as of July 5, 2012, by and between Access Digital Cinema Phase 2, Corp. and Stars Motion Pictures Corp.
 
 
242.
Master Digital Cinema and Administrative Agreement, dated as of May 13, 2011, amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of January 18, 2012, as further amended by Amendment No. 2 to Master Digital Cinema and Administrative Agreement dated as of June 5, 2012, as further amended by Amendment No. 3 to Master Digital Cinema and Administrative Agreement, and as further amended by Amendment No. 4 to Master Digital Cinema and Administrative Agreement dated as of September 28, 2012, by and between Access Digital Cinema Phase 2, Corp. and Movie Grill Concepts I, Ltd. d/b/a Studio Movie Grill-Plano.
 
 
243.
Master Digital Cinema and Administrative Agreement, dated as of October 10, 2010, by and between Access Digital Cinema Phase 2, Corp. and Sturgeon Bay Cinema, Inc.
 
 
244.
Master Digital Cinema and Administrative Agreement, dated as of January 20, 2011, by and between Access Digital Cinema Phase 2, Corp. and Suick Theatres of WI. Ashland Inc.
 
 
245.
Master Digital Cinema and Administrative Agreement, dated as of January 16, 2012, by and between Access Digital Cinema Phase 2, Corp. and The Movies, Millerton Inc. d/b/a The Moviehouse.
 
 
246.
Master Digital Cinema and Administrative Agreement, dated as of September 27, 2012, by and between Access Digital Cinema Phase 2, Corp. and The Patriot Cinemas, Inc.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
247.
Master Digital Cinema and Administrative Agreement, dated as of January 20, 2011, by and between Access Digital Cinema Phase 2, Corp. and Tim Suick d/b/a Palace Theatre.
 
 
248.
Master Digital Cinema and Administrative Agreement, dated as of January 3, 2012, by and between Access Digital Cinema Phase 2, Corp. and Town Hall Theatre.
 
 
249.
Master Digital Cinema and Administrative Agreement, dated as of January 18, 2012, by and between Access Digital Cinema Phase 2, Corp. and Town Theaters, Inc.
 
 
250.
Master Digital Cinema and Administrative Agreement, dated as of July 12, 2010, by and between Access Digital Cinema Phase 2, Corp. and Tri-County Cineplex, LLC.
 
 
251.
Master Digital Cinema and Administrative Agreement, dated as of September 21, 2012, by and between Access Digital Cinema Phase 2, Corp. and Trivett Enterprises Inc.
 
 
252.
Master Digital Cinema and Administrative Agreement, dated as of February 11, 2010, by and between Access Digital Cinema Phase 2, Corp. and Times Square Cinema LLC.
 
 
253.
Master Digital Cinema and Administrative Agreement, dated as of February 27, 2012, by and between Access Digital Cinema Phase 2, Corp. and Interstate Amusement Inc.
 
 
254.
Master Digital Cinema and Administrative Agreement, dated as of May 1, 2012, by and between Access Digital Cinema Phase 2, Corp. and Tygart Valley Cinemas.
 
 
255.
Master Digital Cinema and Administrative Agreement, dated as of August 8, 2012, by and between Access Digital Cinema Phase 2, Corp. and Rolling Hills Silver Spur Pickford Theater LLC.
 
 
256.
Master Digital Cinema and Administrative Agreement, dated as of August 10, 2011, amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of September 25, 2012, by and between Access Digital cinema Phase 2, Corp. and United Entertainment Corp.
 
 
257.
Master Digital Cinema and Administrative Agreement, dated as of March 21, 2012, by and between Access Digital Cinema Phase 2, Corp. and CTC North LLC d/b/a Vilas Cinema.
 
 
258.
Master Digital Cinema and Administrative Agreement, dated as of November 29, 2011, by and between Access Digital Cinema Phase 2, Corp. and Village Center Cinemas LLC.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
259.
Master Digital Cinema and Administrative Agreement, dated as of November 29, 2011, by and between Access Digital Cinema Phase 2, Corp. and Village Center Cinemas Moscow LLC.
 
 
260.
Master Digital Cinema and Administrative Agreement, dated as of November 29, 2011, by and between Access Digital Cinema Phase 2, Corp. and Village Center Theatres LLC.
 
 
261.
Master Digital Cinema and Administrative Agreement, dated as of April 16, 2012, by and between Access Digital Cinema Phase 2, Corp. and Village Theatre LLC.
 
 
262.
Master Digital Cinema and Administrative Agreement, dated as of May 31, 2012, by and between Access Digital Cinema Phase 2, Corp. and Village Theatres, Inc.
 
 
263.
Master Digital Cinema and Administrative Agreement, dated as of January 31, 2011, amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of September 13, 2011, by and between Access Digital cinema Phase 2, Corp. and VSS-Southern Theatres LLC.
 
 
264.
Master Digital Cinema and Administrative Agreement, dated as of March 25, 2011, amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of May 30, 2012, by and between Access Digital cinema Phase 2, Corp. and Wehrenberg, Inc.
 
 
265.
Master Digital Cinema and Administrative Agreement, dated as of April 27, 2010, by and between Access Digital cinema Phase 2, Corp. and Siroc Inc. d/b/a West Orange 5.
 
 
266.
Master Digital Cinema and Administrative Agreement, dated as of May 3, 2011, amended by Amendment No. 1 to Master Digital Cinema and Administrative Agreement dated as of May 18, 2012, by and between Access Digital Cinema Phase 2, Corp. and Westates Theatres, Inc.
 
 
267.
Master Digital Cinema and Administrative Agreement, dated as of November 29, 2010, by and between Access Digital cinema Phase 2, Corp. and Worldgate Cinema, LLC.
 
 
268.
Master Digital Cinema and Administrative Agreement, dated as of May 17, 2012, by and between Access Digital cinema Phase 2, Corp. and York River Crossing Cinemas, LLC.
 
 
269.
Master Digital Cinema and Administrative Agreement, dated as of March 1, 2011, by and between Access Digital cinema Phase 2, Corp. and South Hadley’s Tower Theaters, LLC.
 
 
270.
Master License Agreement, dated as of April 11, 2006, by and between Christie/AIX, Inc., as licensor, and ADM Cinema Corporation, a Delaware corporation, as licensee.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
271.
Master License Agreement, dated as of October 23, 2005, by and between Christie/AIX, Inc., as licensor, and American Cinemas Group, Inc., a California corporation, as licensee, and as amended by two amendments, both dated September 17, 2007.
 
 
272.
Master License Agreement, dated as of December 16, 2005, by and between Christie/AIX, Inc., as licensor, and Carmike Cinemas, Inc., a Delaware corporation, as licensee.
 
 
273.
Master License Agreement, dated as of October 17, 2005, by and between Christie/AIX, Inc., as licensor, and CH Canton, LLC d/b/a Emagine Canton, a Michigan limited liability company, as licensee.
 
 
274.
Master License Agreement, dated as of October 17, 2005, by and between Christie/AIX, Inc., as licensor, and CH Novi, LLC d/b/a Emagine Novi, a Michigan limited liability company, as licensee.
 
 
275.
Master License Agreement, dated as of October 17, 2005, by and between Christie/AIX, Inc., as licensor, and Cinema Hollywood, LLC, a Michigan limited liability company, as licensee.
 
 
276.
Master License Agreement, dated as of January 6, 2006 by and between Christie/AIX, Inc., as licensor, and Cinetopia LLC, as licensee.
 
 
277.
Master License Agreement, dated as of March 15, 2006, by and between Christie/AIX, Inc., as licensor, and Galaxy Theatres, LLC, a California limited liability company, as licensee, as amended July 3, 2007.
 
 
278.
Master License Agreement, dated as of October 23, 2005, by and between Christie/AIX, Inc., as licensor, and Movie Gems, Inc., a California corporation, as licensee, as amended September 17, 2007, April 30, 2008, and November 30, 2008.
 
 
279.
Master License Agreement, dated as of June 30, 2006, by and between Christie/AIX, Inc., as licensor, and Rave Reviews Cinemas, L.L.C., a Delaware limited liability company, as licensee, as amended on April, 2007, September 9, 2008, October 23, 2008, October 5, 2011, and November 15, 2012 and the Side Letter Agreement by and among Rave Cinemas, LLC, Rave Reviews Cinemas, L.L.C., and Cinedigm Digital Funding I, LLC dated as of November 16, 2012.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
280.
Master License Agreement, dated as of September 18, 2006, by and between Christie/AIX, Inc., as licensor, and Cinema West, LLC, a California limited liability company, as licensee, as amended November 26, 2008, and the Assignment and Consent by and among Cinema West, LLC, Sonoma Motion Picture Company, LLC, Christie/AIX, Inc., and Cinedigm Digital Funding I, LLC dated as of May 11, 2012.
 
 
281.
Christie/AIX, Inc., as licensor, and Loeks Theaters, Inc., a Michigan corporation, as licensee, as amended July 26, 2007.
 
 
282.
Master License Agreement, dated as of May 1, 2007, by and between Christie/AIX, Inc., as licensor, and Neighborhood Cinema Corporation, Inc., a Michigan corporation, as licensee.
 
 
283.
Master License Agreement, dated as of May 9, 2007, by and between Christie/AIX, Inc., as licensor, and Marquee Cinemas, Inc., a Delaware, as licensee, as amended June 16, 2008 and May 4, 2009.
 
 
284.
Master License Agreement, dated as of July 19, 2007, by and between Christie/AIX, Inc., as licensor, and North Park Cinemas Inc., an Indiana corporation, as licensee.
 
 
285.
Master License Agreement, dated as of July 26, 2007, by and between Christie/AIX, Inc., as licensor, and Allen Theatres, Inc., a New Mexico corporation, as licensee.
 
 
286.
Master License Agreement, dated as of August 2, 2007, by and between Christie/AIX,  Inc., as licensor, and MJR Group LLC, a Michigan limited liability company, as licensee, as amended on the same date.
 
 
287.
Master License Agreement, dated as of September 4, 2007, by and among Christie/AIX, Inc., as licensor, Albert Saluan, Guarantor, Atlas Cinema, Inc., an Ohio corporation, Atlas Cinemas Great Lakes Mall, Inc., an Ohio corporation, and Lake Theatre, Inc., as Ohio corporation, collectively, as licensees.
 
 
288.
Master License Agreement, dated as of October 3, 2007, by and between Christie/AIX, Inc., as licensor, and Metroplex Theatres, LLC, a California limited liability company, as licensee.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
289.
Master License Agreement, dated as of July 5, 2007, by and between Christie/AIX, Inc., as licensor, and Galaxy Carson City, LLC, a Nevada limited liability company, as licensee.
 
 
290.
Master License Agreement, dated as of January 14, 2008, by and between Christie/AIX, Inc., as licensor, and Galaxy Gig Harbor, LLC, a Delaware limited liability company, as licensee.
 
 
291.
Master License Agreement, dated as of September 25, 2007, by and between Christie/AIX, Inc., as licensor, and Liberty Science Center, a New Jersey non-profit corporation, as licensee.
 
 
292.
Master License Agreement, dated as of November 15, 2012, by and between Cinedigm Digital Funding I, LLC, as licensor, and Carmike Cinemas, Inc., a Delaware corporation, as licensee.
 
 
293.
Master License Agreement, dated as of December 13, 2012, by and between Cinedigm Digital Funding I, LLC, as licensor, and Start Media/Digiplex, LLC, a Delaware limited liability company as licensee.
 
 
294.
Master License Agreement dated as of September 24, 2012, between CDF2 Holdings, LLC and Storyteller Theatres Corporation.
 
 
295.
Master License Agreement dated as of July 12, 2011 between CDF2 Holdings, LLC and Marcus Theatres Corporation.
 
 
296.
Amendment No. 1 to Master License Agreement dated as of April 12, 2012, between CDF2 Holdings, LLC and Marcus Theatres Corporation.
 
 
297.
Amendment No. 2 to Master License Agreement dated as of April 19, 2012, between CDF2 Holdings, LLC and Marcus Theatres Corporation.
 
 
298.
Amendment No. 3 to Master License Agreement dated as of  September 28, 2012, between CDF2 Holdings, LLC and Marcus Theatres Corporation.
 
 
299.
Master License Agreement, dated as of September 24, 2012, between CDF2 Holdings, LLC and Storyteller Theatres Corporation.
 
 
300.
Amended and Restated Master License Agreement, dated as of September 28, 2011, as amended by Amendment to Amended and Restated Master License Agreement dated as of December 7, 2011, as further amended by Amendment No.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
2 to Amended and Restated Master License Agreement dated October 18, 2012, between CDF2 Holdings, LLC and Dickinson Theatres, Inc.
 
 
301.
Amended and Restated Master License Agreement, dated as of November 5, 2011, between CDF2 Holdings, LLC and Meadville Cinema, LP.
 
 
302.
Master License Agreement, dated as of June 28, 2012, between CDF2 Holdings, LLC and Muller Family Theatres of Delano, LLC, Muller Family Theatres of Willow Creek, LLC, Muller Family Theatres of Lakeville, LLC, Muller Family Theatres of Waconia, LLC, Muller Family Theatres of East Bethel, LLC, Muller Family Theatres of Monticello, LLC, Muller Family Theatres of White Bear Township, LLC and Muller Family Theatres of Rogers, LLC.
 
 
303.
Master License Agreement, dated as of December 14, 2011, between CDF2 Holdings, LLC and Ridge Cinema, Inc.
 
 
304.
Master License Agreement, dated as of December 15, 2011, between CDF2 Holdings, LLC and Gem Theatre, Inc.
 
 
305.
Master License Agreement, dated as of November 4, 2011, between CDF2 Holdings, LLC and Morehead Cinemas, LLC.
 
 
306.
Master License Agreement, dated as of February 9, 2012, as amended by Amendment No. 1 to Master License Agreement dated May 2, 2012, between CDF2 Holdings, LLC and Zyacorp Entertainment I, LLC.
 
 
307.
Master License Agreement, dated May 2, 2012, between CDF2 Holdings, LLC and Zyacorp Entertainment II, LLC.
 
 
308.
Master License Agreement, dated as of August 21, 2012, between CDF2 Holdings, LLC and Waterworks Theatres, Inc. and Country Club Cinemas, Inc.
 
 
309.
Master License Agreement, dated as of March 2, 2012, between CDF2 Holdings, LLC and Rave Cinemas, LLC.
 
 
310.
Master License Agreement, dated as of April 17, 2012, between CDF2 Holdings, LLC and The Carolina Asheville LLC.
 
 
311.
Master License Agreement, dated as of April 17, 2012, between CDF2 Holdings, LLC and Crownpoint Realty LLC.
 
 
312.
Master License Agreement, dated as of June 14, 2012, as amended by Amendment No. 1 to Master License Agreement dated August 30, 2012, as amended further by Amendment No. 2 to Master License Agreement dated September 28, 2012, between CDF2 Holdings, LLC and Wallace Theater Holdings, Inc.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
313.
Master License Agreement, dated as of August 30, 2012, between CDF2 Holdings, LLC and Wallace Theaters Management Corporation and Wallace Theater Holdings, Inc.
 
 
314.
Amended and Restated Master License Agreement, dated as of January 10, 2013, between Cinedigm Digital Funding 2, LLC and Metropolitan Theatres Corporation.
 
 
315.
Master License Agreement, dated as of September 28, 2012, between CDF2 Holdings, LLC and Blue Wing Enterprises, L.L.C.
 
 
316.
Master License Agreement, dated as of August 22, 2012, between CDF2 Holdings, LLC and Atlas Cinemas Eastgate LLC.
 
 
317.
Master License Agreement, dated as of September 11, 2012, between CDF2 Holdings, LLC and Premiere Theaters LLC.
 
(ii) All Service Agreements :
 
Phase I Service Agreements :
 
 
1.
Digital Cinema Service Agreement, dated as of April 11, 2006, by and between ADM Cinema Corporation, a Delaware corporation, and Christie Digital Systems USA, Inc., a California corporation.
 
 
2.
Digital Cinema Service Agreement, dated as of October 21, 2005, by and between American Cinemas, Inc. and Christie Digital Systems USA, Inc., a California corporation.
 
 
3.
Digital Cinema Service Agreement, dated as of December 16, 2005, by and between Carmike Cinemas, Inc., a Delaware corporation and Christie Digital Systems USA, Inc., a California corporation.
 
 
4.
Digital Cinema Service Agreement, dated as of October 17, 2005, by and between CH Canton, LLC d/b/a Emagine Canton, a Michigan limited liability company, and Christie Digital Systems USA, Inc., a California corporation.
 
 
5.
Digital Cinema Service Agreement, dated as of October 17, 2005, by and between CH Novi, LLC d/b/a Emagine Novi, a Michigan limited liability company, and Christie Digital Systems USA, Inc., a California corporation.
 
 
6.
Digital Cinema Service Agreement, dated as of October 17, 2005, by and between Cinema Hollywood, LLC, a Michigan limited liability company, and Christie Digital Systems USA, Inc., a California corporation.
 
 
7.
Digital Cinema Service Agreement, dated as of January 4, 2006, by and between Cinetopia LLC, a Washington limited liability company, and Christie Digital Systems USA, Inc., a California corporation.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
8.
Digital Cinema Service Agreement, dated as of March 15, 2006, by and between Galaxy Theatres, LLC, a California limited liability company, and Christie Digital Systems USA, Inc., a California corporation.
 
 
9.
Digital Cinema Service Agreement, dated as of October 21, 2005, by and between Movie Gems, Inc. and Christie Digital Systems USA, Inc., a California corporation.
 
 
10.
Digital Cinema Service Agreement, dated as of June 30, 2006, by and between Rave Reviews Cinemas, LLC, a Delaware corporation, and Christie Digital Systems USA, Inc., a California corporation.
 
 
11.
Digital Cinema Service Agreement, dated as of July 26, 2007, by and between Allen Theatres, Inc., a New Mexico corporation, and Christie Digital Systems USA, Inc., a California corporation.
 
 
12.
Digital Cinema Service Agreement, dated as of February 13, 2007, by and between Loeks Theatres, Inc., a Michigan corporation, and Christie Digital Systems USA, Inc., a California corporation.
 
 
13.
Digital Cinema Service Agreement, dated as of April 16, 2007, by and between Galaxy Carson City, LLC, a Nevada limited liability company, and Christie Digital Systems USA, Inc., a California corporation.
 
 
14.
Digital Cinema Service Agreement, dated as of January 14, 2008, by and between Galaxy Gig Harbor, LLC, a Delaware limited liability company, and Christie Digital Systems USA, Inc., a California corporation.
 
 
15.
Digital Cinema Service Agreement, dated as of October 2, 2007, by and between Metroplex Theatres, LLC, a California limited liability company, and Christie Digital Systems USA, Inc., a California corporation.
 
 
16.
Digital Cinema Service Agreement, dated as of March 2007, by and between Marquee Cinemas Inc., a Delaware corporation, and Christie Digital Systems USA, Inc., a California corporation.
 
 
17.
Digital Cinema Service Agreement, dated August 2, 2007, by and between MJR Group LLC, a Michigan limited liability company doing business as MJR Theatres, and Christie Digital Systems USA, Inc., a California corporation.
 
 
18.
Digital Cinema Service Agreement, dated June, 2007, by and between North Park Cinemas Inc., an Indiana corporation, and Christie Digital Systems USA, Inc., a California corporation.
 
 
19.
Digital Cinema Service Agreement, dated September 4, 2007, by and between Atlas Cinema, Inc., an Ohio corporation, and Christie Digital Systems USA, Inc., a California corporation.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
20.
Digital Cinema Service Agreement, dated September 4, 2007, by and between Atlas Cinemas Great Lakes Mall, Inc., an Ohio corporation, and Christie Digital Systems USA, Inc., a California corporation.
 
 
21.
Digital Cinema Service Agreement, dated September 20, 2006, by and between Cinema West LLC, a California LLC, and Christie Digital Systems USA, Inc., a California corporation.
 
 
22.
Digital Cinema Service Agreement, dated September 4, 2007, by and between Lake Theatre, Inc., an Ohio corporation, and Christie Digital Systems USA, Inc., a California corporation.
 
 
23.
Digital Cinema Service Agreement, dated September 25, 2007, by and between Liberty Science Center, a New Jersey non-profit corporation, and Christie Digital Systems USA, Inc., a California corporation.
 
 
24.
Digital Cinema Service Agreement, dated March, 2007, by and between Neighborhood Cinema Corporation, Inc., a Michigan corporation, and Christie Digital Systems USA, Inc., a California corporation.
 
Phase II Service Agreements :
 
 
1.
Basic Service Agreement dated as of September 26, 2011, between Marcus Theatres Corporation and Strong Technical Services, Inc.
 
 
2.
Basic Service Agreement, dated as of September 26, 2011, by and between Marcus Theatres Corporation and Strong Technical Services, Inc.
 
 
3.
Basic Service Agreement, dated as of February 1, 2012, by and between Dickinson Theatres and Strong Technical Services, Inc.
 
 
4.
Equipment Warranty and Support Agreement, dated as of  December 5, 2011 by and between Morehead Cinemas, LLC and Barco, Inc.
 
 
5.
Equipment Warranty and Support Agreement, dated as of March, 2012, by and between Gem, Inc. and Strong Technical Services, Inc.
 
 
6.
Basic Service Agreement, dated as of March 1, 2012, by and between Muller Family Theatres and Strong Technical Services, Inc.
 
 
7.
Exhibitor Service Agreement, dated as of December 18, 2012, by and between Ridge Cinema 8 and Strong Technical Services, Inc.
 
 
8.
Equipment Warranty and Support Agreement, dated as of March 28, 2012, amended as of August 31, 2012, by and between Country Club Cinemas, Inc. and Barco, Inc.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
9.
Equipment Warranty and Support Agreement, dated as of March 30, 2012, by and between Rave Cinemas, LLC and Barco, Inc.
 
 
10.
Exhibitor Services Agreement, dated as of April 17, 2012, by and among Carolina Asheville LLC, Crownpoint Realty LLC and Strong Technical Services, Inc.
 
 
11.
Equipment Warranty and Support Agreement, dated as of August, 2012, by and between Atlas Cinemas Eastgate LLC and Barco, Inc.
 
 
12.
Equipment Warranty and Support Agreement, dated as of September 4, 2012, by and between Premiere Theatres LLC and Barco, Inc.
 
(iii)  All Digital Cinema Deployment Agreements
 
Phase I Digital Cinema Deployment Agreements :
 
 
1.
Digital Cinema Deployment Agreement, dated as of August 1, 2005, by and among Buena Vista Pictures Distribution, as distributor, Christie/AIX, Inc. and Christie Digital Systems USA, Inc., as amended on February 2006, effective as of August 1, 2005, by two subsequent amendments, both dated July 6, 2006, effective as of August 1, 2005, and by an amendment dated September 24, 2007, effective as of August 1, 2005.
 
 
2.
Digital Cinema Access Agreement, dated as of November 21, 2005, by and between Sony Pictures Releasing Corporation, as distributor, and Christie/AIX, Inc., as amended on July 27, 2006.
 
 
3.
Digital Cinema Deployment Agreement, dated as of October 12, 2005, by and between Twentieth Century Fox Film Corporation, as distributor, and Christie/AIX, Inc, as amended on June 30, 2006.
 
 
4.
Digital Cinema Agreement, dated as of October 25, 2005, by and between Universal City Studios LLLP, a Delaware corporation, as distributor, and Christie/AIX, Inc, as amended on July 25, 2007.
 
 
5.
Digital Cinema Agreement, dated as of April 19, 2006, by and between Warner Bros. Entertainment Inc., a Delaware corporation, as distributor, and Christie/AIX, Inc.
 
 
6.
Digital Cinema Agreement, dated as of January 1, 2007, by and between Paramount Pictures Corporation, a Delaware corporation, as distributor, and Christie/AIX, Inc.
 
 
7.
Digital Cinema Agreement, dated as of May 7, 2008, by and between Lions Gate Films Inc., a Delaware corporation, as distributor, and Christie/AIX, Inc., as amended on May 7, 2008.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
8.
Digital Cinema Agreement, dated as of March 24, 2009, by and between Metro-Goldwyn-Mayer Distribution Co., a division of Metro-Goldwyn-Mayer Studios Inc., a Delaware corporation, as distributor, and Christie/AIX, Inc.
 
 
9.
Digital Cinema Agreement, dated as of September 4, 2008, by and between Overture Films, LLC, a Delaware limited liability company, and Christie/AIX, Inc., as assigned pursuant to that Consent to Assignment and Assumption Agreement, dated as of November 1, 2010 among Cinedigm Digital Cinema Corp. (as successor-in-interest to Christie/AIX, Inc. and Access Digital Cinema Phase 2, Corp.), Overture Films, LLC and RML Distribution Domestic, LLC.
 
 
10.
Digital Cinema Agreement, dated as of August 1, 2010, by and between The Weinstein Company LLC, a Delaware limited liability company, and Cinedigm Digital Funding I, LLC.
 
Phase II Digital Cinema Deployment Agreements :
 
 
1.
Digital Cinema Deployment Agreement, dated as of March 7, 2008, by and among Twentieth Century Fox Film Corporation, Cinedigm Digital Cinema Corp. (f/k/a Access Integrated Technologies, Inc.) and Access Digital Cinema Phase 2, Corp., as amended by Amendment No. 1 to Digital Cinema Deployment Agreement dated February 25, 2009, as further amended by Amendment No. 2 to Digital Cinema Deployment Agreement dated June 17, 2010.
 
 
2.
Digital Cinema Deployment Agreement, dated as of March 10, 2008, by and between Paramount Pictures Corporation and Access Digital Cinema Phase 2, Corp., as amended by Amendment No. 1 to Digital Cinema Deployment Agreement dated July 8, 2010.
 
 
3.
Digital Cinema Deployment Agreement, dated as of February 16, 2009, by and among Columbia Pictures Industries, Inc., Sony Pictures Releasing Corporation, Cinedigm Digital Cinema Corp. (f/k/a Access Integrated Technologies, Inc.) and Access Digital Cinema Phase 2, Corp., as amended and restated by First Amended and Restated Digital Cinema Deployment Agreement dated as of July 28, 2011, by and among Columbia Pictures Industries, Inc., Sony Pictures Releasing Corporation, Cinedigm Digital Cinema Corp. (f/k/a Access Integrated
 
Technologies, Inc.) and Access Digital Cinema Phase 2, Corp., as amended by  Amendment No. 2 dated April 13, 2012.
 
 
4.
Digital Cinema Deployment Agreement, dated as of October 23, 2009, by and between Warner Bros. Entertainment Inc. and Access Digital Cinema Phase 2, Corp.
 
 
5.
Digital Cinema Screen Management Agreement, dated as of March 10, 2008, by and between Universal Film Exchanges LLP and Access Digital Cinema Phase 2, Corp., as amended by Amendment No. 1 to Digital Cinema Screen Management Agreement dated February 12, 2009, and as further amended by Amendment No.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
2 to Digital Cinema Screen Management Agreement dated August 30, 2010, and as further amended by Amendment No. 3 to Digital Cinema Screen Management Agreement dated April 15, 2011.
 
 
6.
Digital Cinema Domestic Deployment Agreement, dated as of March 10, 2008, among Walt Disney Studios Motion Pictures, Access Digital Cinema Phase 2, Corp. and Cinedigm Digital Cinema Corp. (f/k/a Access Integrated Technologies, Inc.), as amended by Amendment No. 1 to Digital Cinema Domestic Deployment Agreement dated as of January 30, 2009, as further amended by Amendment No. 2 to Digital Cinema Domestic Deployment Agreement dated as of May 21, 2010, as further amended by Amendment No. 3 to Digital Cinema Domestic Deployment Agreement dated as of September 14, 2010.
 
 
7.
Digital Cinema Deployment Agreement, dated as of October 13, 2008, by and between Lions Gate Films Inc. and Access Digital Cinema Phase 2, Corp.
 
 
8.
Digital Cinema Deployment Agreement, dated as of October 23, 2009, by and between Overture Films, LLC and Access Digital Cinema Phase 2, Corp.
 
 
9.
Digital Cinema Deployment Agreement, dated as of April 28, 2011 by and between Equinoxe Films and Access Digital Cinema Phase 2, Corp.
 
(iv) All Management Services Agreements :
 
The Phase I MSAs :
 
 
1.
Amended and Restated Management and Services Agreement, dated as of February 28, 2013, between Cinedigm Digital Cinema Corp., as manager and Cinedigm Digital Funding I, LLC.
 
 
2.
Back-Up Servicer Agreement, dated as of February 28, 2013, between Cinedigm Digital Funding I, LLC and Christie Digital Systems, USA, Inc.
 
The Phase II Australia MSA :
 
 
3.
Management Services Agreement, dated as of February 28, 2013, between Cinedigm Digital Cinema Australia Pty Ltd. and Cinedigm DC Holdings, LLC, as manager.
 
The Phase II Exhibitor/Buyer MSA :
 
 
4.
Management Services Agreement (Exhibitor Buyer/ Drive-in Program) dated as of February 28, 2013, between Access Digital Cinema Phase 2, Corp. and Cinedigm DC Holdings, LLC, as manager.
 
The Phase II Caribbean MSA :
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
5.
Management Services Agreement (Caribbean Program) dated as of February 28, 2013, between Access Digital Cinema Phase 2, Corp. and Cinedigm DC Holdings, LLC, as manager.
 
The Phase II KBC MSA :
 
 
6.
Management Services Agreement, dated as of February 28, 2013, by and between Access Digital Cinema Phase 2, B/AIX Corp. and Cinedigm DC Holdings, LLC, as manager.
 
The Phase II SocGen MSA :
 
 
7.
Management Services Agreement, dated as of October 18, 2011, by and among Cinedigm Digital Funding 2, LLC, CDF2 Holdings, LLC and Cinedigm Digital Cinema Corp., as administrative servicer.
 
(v) All IP Licenses
 
 
1.
Amended and Restated Software License Agreement, dated February 28, 2013, by and between Cinedigm Digital Funding I, LLC and Access Digital Media, Inc.
 
 
2.
Amended and Restated Software License Agreement, dated February 28, 2013 by and between Cinedigm Digital Funding I, LLC and Hollywood Software, Inc.
 
 
3.
Amended and Restated Software License Agreement, dated February 28, 2013, by and between Access Digital Media, Inc. and Société Générale.
 
 
4.
Software License Agreement, dated as of October 18, 2011, by and among Access Digital Media, Inc., Cinedigm Digital Funding 2, LLC and CDF2 Holdings, LLC.
 
 
5.
Software License Agreement, dated as of October 18, 2011, by and among Hollywood Software, Inc., Cinedigm Digital Funding 2, LLC and CDF2 Holdings, LLC.
 
(vi) All Intercompany Agreements
 
 
1.
Amended and Restated Management Services Agreement, dated February 28, 2013 by and between Cinedigm Digital Funding I, LLC and Cinedigm Digital Cinema Corp.
 
 
2.
Sale and Contribution Agreement, dated May 6, 2010, by and between Cinedigm Digital Funding I, LLC and Christie/AIX, Inc.
 
 
3.
Amended and Restated Software License Agreement, dated February 28, 2013, by and between Cinedigm Digital Funding I, LLC and Access Digital Media, Inc.
 
 
4.
Amended and Restated Software License Agreement, dated February 28, 2013 by and between Cinedigm Digital Funding I, LLC and Hollywood Software, Inc.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
5.
Assignment and Assumption Agreement dated as of May 6, 2010, by and between Cinedigm Digital Funding I, LLC and Christie/AIX, Inc.
 
 
6.
Termination Agreement, dated as of May  6, 2010 between Christie/AIX, Inc. and Cinedigm Digital Cinema Corp. (f/k/a Access Integrated Technologies, Inc.), relating to that Servicing Agreement, dated as of July 1, 2009, by and between Cinedigm Digital Cinema Corp., a Delaware corporation and Christie/AIX, Inc., a Delaware corporation.
 
 
7.
Termination Agreement, dated as of May 6, 2010, between Access Digital Media, Inc. and Christie/AIX, Inc. relating to that Amended and Restated Software License Agreement, dated as of July 15, 2006, by and between Access Digital Media, Inc., as licensor, and Christie/AIX, Inc., as licensee.
 
 
8.
Termination Agreement, dated as of May  6, 2010 between Christie/AIX, Inc. and Cinedigm Digital Cinema Corp. (f/k/a Access Integrated Technologies, Inc.), relating to that Sublease Agreement, dated as of July 1, 2006, by and between Access Integrated Technologies, Inc., a Delaware corporation, as sublessor, and Christie/AIX, Inc., a Delaware corporation, as sublessee.
 
 
9.
Management Services Agreement, dated as of October 18, 2011, by and among Cinedigm Digital Funding 2, LLC, CDF2 Holdings, LLC and Cinedigm Digital Cinema Corp.
 
 
10.
Sale and Contribution Agreement, dated as of October 18, 2011, by and among Access Digital Cinema Phase 2, Corp., Cinedigm Digital Funding 2, LLC and CDF2 Holdings, LLC.
 
 
11.
Software License Agreement dated as of October 18, 2011, by and among Access Digital Media, Inc., Cinedigm Digital Funding 2, LLC, and CDF2 Holdings, LLC.
 
 
12.
Software License Agreement dated as of October 18, 2011, by and among Hollywood Software, Inc., Cinedigm Digital Funding 2, LLC and CDF2 Holdings, LLC.
 
 
13.
Assignment and Assumption Agreement, dated as of October 18, 2011, among Cinedigm Digital Cinema Corp., Access Digital Cinema Phase 2, Corp. and CDF2 Holdings, LLC.
 
 
14.
Assignment and Assumption Agreement, dated as of October 18, 2011, between CDF2 Holdings, LLC, and Cinedigm Digital Funding 2, LLC.
 
 (vii) All Principal “Loan Documents” (as defined in the CDF1 Credit Agreement) ;
 
 
1.
Amended and Restated Credit Agreement, dated as of February 28, 2013, is entered into among Cinedigm Digital Funding I, LLC, the Lenders party thereto, and Société Générale, as Administrative Agent and Collateral Agent.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
2.
Amended and Restated Guaranty and Security Agreement dated as of February 28, 2013, by Cinedigm Digital Funding I, LLC, and each other Grantor party thereto, in favor of Société Générale, as Collateral Agent for the Lenders and each other Secured Party.
 
 
3.
Amended and Restated Pledge Agreement, dated as of February 28, 2013 by and between Christie/AIX, Inc. and Société Générale.
 
 
4.
Amended and Restated Pledge Agreement, dated as of February 28, 2013, by and between Access Digital Media, Inc. and Société Générale.
 
 
5.
Blocked Account Control Agreement, dated as of May 6, 2010, by and among Cinedigm Digital Funding I, LLC, General Electric Capital Corporation and JPMorgan Chase Bank, N.A., as assigned pursuant to that Assignment and Assumption of Liens and Security Interests dated as of August 22, 2011, by and between General Electric Corporation and Société Générale, New York Branch.
 
 
6.
Blocked Account Control Agreement, dated as of May 6, 2010, by and among Cinedigm Digital Funding I, LLC, General Electric Capital Corporation and JPMorgan Chase Bank, N.A., as assigned pursuant to that Assignment and Assumption of Liens and Security Interests dated as of August 22, 2011, by and between General Electric Corporation and Société Générale, New York Branch.
 
 
7.
Deposit Account Control Agreement, dated as of May 6, 2010, among Cinedigm Digital Funding I, LLC, General Electric Capital Corporation and Société Générale, New York Branch, as assigned pursuant to that Assignment and Assumption of Liens and Security Interests dated as of August 22, 2011, by and between General Electric Corporation and Société Générale, New York Branch.
 
 
8.
Deposit Account Control Agreement, dated as of May 6, 2010, among Cinedigm Digital Funding I, LLC, General Electric Capital Corporation and Société Générale, New York Branch, as assigned pursuant to that Assignment and Assumption of Liens and Security Interests dated as of August 22, 2011, by and between General Electric Corporation and Société Générale, New York Branch.
 
 
9.
Deposit Account Control Agreement, dated as of May 12, 2010, among Cinedigm Digital Funding I, LLC, General Electric Capital Corporation and Natixis, New York Branch, as assigned pursuant to that Assignment and Assumption of Liens and Security Interests dated as of August 22, 2011, by and between General Electric Corporation and Société Générale, New York Branch.
 
 
10.
Deposit Account Control Agreement, dated as of May 12, 2010, among Cinedigm Digital Funding I, LLC, General Electric Capital Corporation and Société Générale, New York Branch, as assigned pursuant to that Assignment and Assumption of Liens and Security Interests dated as of August 22, 2011, by and between General Electric Corporation and Société Générale, New York Branch.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
11.
Acknowledgement and Consent, dated as of May 6, 2010, by and among Cinedigm Digital Funding I, LLC, Cinedigm Digital Cinema Corp, Société Générale, New York Branch and General Electric Capital Corporation.
 
 
12.
Escrow Service Agreement, dated May 6, 2010, by and between General Electric Capital Corporation and Iron Mountain Intellectual Property Management, Inc. as amended by First Amendment to the Three-Party Master Beneficiary Escrow Agreement dated as of February  28, 2013 by and among Access Digital Media, Inc., Hollywood Software, Inc., Société Générale, New York Branch, and Iron Mountain Intellectual Property Management, Inc.
 
(viii) All Principal “Loan Documents” (as defined in the CDF2 Credit Agreement) :
 
 
1.
Credit Agreement dated as of October 18, 2011, by and among Cinedigm Digital Funding 2, LLC, the Lenders party thereto, and Société Générale, New York Branch, as Administrative Agent and Collateral Agent.
 
 
a.
Corrective Amendment to Credit Agreement, dated as of February 29, 2012 by and between Cinedigm Digital Funding 2, LLC, and Société Générale, New York Branch, as Administrative Agent and Collateral Agent.
 
 
b.
Amendment No. 1 to Credit Agreement, dated as of March 28, 2012 by and among Cinedigm Digital Funding 2, LLC, the lenders party thereto, and Société Générale, New York Branch.
 
 
c.
Corrective Amendment to Credit Agreement, dated as of May 31, 2012, but effective as of December 31, 2011 by and between Cinedigm Digital Funding 2, LLC, and Société Générale, New York Branch, as Administrative Agent and Collateral Agent.
 
 
d.
Amendment No. 2 and Consent to Credit Agreement, dated as of October 19, 2012, Cinedigm Digital Funding 2, LLC and Société Générale, New York Branch , as Administrative Agent with
 
the consent of the Required Lenders.
 
 
2.
Guaranty and Security Agreement, dated as of October 18, 2011, by Cinedigm Digital Funding 2, LLC, and each of the other Grantors, in favor of Société Générale, New York Branch, as collateral agent for the Lenders and each other Secured Party.
 
 
3.
Security Agreement, dated as of October 18, 2011, by and among CDF2 Holdings, LLC and Each Grantor party thereto and Société Générale, New York Branch.
 
 
4.
Security Agreement, dated as of October 18, 2011, by and among CHG-Meridian U.S. Finance, Ltd. and Société Générale, New York Branch.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
5.
Subordinated Promissory Note, dated as of October 18, 2011, executed by CDF2 Holdings, LLC in favor of Ballantyne Strong, Inc.
 
 
6.
Deposit Account Control Agreement, dated as of October 18, 2011, by and among Cinedigm Digital Funding 2, LLC, CDF2 Holdings, LLC and Société Générale, New York Branch.
 
 
7.
Deposit Account Control Agreement, dated as of October 18, 2011, by and among CDF2 Holdings, LLC, Société Générale, New York Branch and Société Générale.
 
 
8.
Deposit Account Control Agreement, dated as of October 18, 2011, by and among CHG-Meridian U.S. Finance, Ltd., Société Générale, New York Branch and Société Générale.
 
 
9.
Delayed Draw Term Loan Note, dated as of October 18, 2011, executed by Cinedigm Digital Funding 2, LLC in favor of TD Bank, N.A.
 
 
10.
Multiparty Agreement, dated as of October 18, 2011, by and among Cinedigm Digital Funding 2, LLC, Access Digital Cinema Phase 2, Corp., CDF2 Holdings, LLC, Cinedigm Digital Cinema Corp., CHG-Meridian U.S. Finance, Ltd., Société Générale, New York Branch and Ballantyne Strong, Inc.
 
 
11.
Amendment No. 1 to Multiparty Agreement, dated as of December 6, 2012 by and among Cinedigm Digital Funding 2, LLC,  Access Digital Cinema Phase 2, Corp.,  CDF2 Holdings, LLC, Cinedigm Digital Cinema Corp., CHG-MERIDIAN U.S. Finance, Ltd.,  and Société Générale, New York Branch.
 
 
12.
Initial Advance Term Loan Note, dated as of December 15, 2011, executed by Cinedigm Digital Funding 2, LLC in favor of NEC Financial Services, LLC.
 
 
13.
Non-Recourse Loan Agreement, dated as of October 18, 2011, by and among CHG-Meridian U.S. Finance, Ltd. and Cinedigm Digital Funding 2, LLC.
 
 
14.
Pledge Agreement, dated as of October 18, 2011, by and between CDF2 Holdings, LLC and Société Générale, New York Branch.
 
 
15.
Pledge Agreement, dated as of October 18, 2011, by and Access Digital Cinema Phase 2, Corp. and Société Générale, New York Branch.
 
(ix) All Principal CHG Lease Facility Documents :
 
 
1.
Master Equipment Lease No. 8463, dated as of October 18, 2011 between CDF2
 
 
Holdings, LLC and CHG-MERIDIAN U.S. Finance, Ltd., and the Equipment Lease Schedule, dated as of October 18, 2011 related thereto.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
2.
Master Equipment Lease No. 8465, dated as of October 18, 2011 between CDF2 Holdings, LLC and CHG-MERIDIAN U.S. Finance, Ltd., and the Equipment Lease Schedule, dated as of October 18, 2011, related thereto.
 
 
3.
Sale and Leaseback Agreement dated as of October 18, 2011, by and between CDF2 Holdings, LLC and CHG-MERIDIAN U.S. Finance, Ltd.
 
 
4.
The Supplemental Terms Rider, dated as of October 18, 2011, between CDF2 Holdings, LLC and CHG-MERIDIAN U.S. Finance, Ltd.
 
 
5.
The Security Agreement, dated as of October 18, 2011, between CDF2 Holdings, LLC and CHG-MERIDIAN U.S. Finance, Ltd.
 
 
6.
The CHG-MERIDIAN U.S. Finance, Ltd. Commitment Letter to Cinedigm Digital Cinema Corp. and Access Digital Cinema Phase 2, Corp. dated as of June 17, 2011, as amended by letter agreement dated as of September 9, 2011, as further amended by letter dated September 29, 2011, and as further amended by letter dated October 3, 2011.
 
 
7.
The Multiparty Agreement dated as of October 18, 2011, by and among Cinedigm Digital Funding 2, LLC, Access Digital Cinema Phase 2, Corp., CDF2 Holdings, LLC, Cinedigm Digital Cinema Corp., CHG-MERIDIAN U.S. Finance, Ltd., Société Générale, New York Branch and Ballantyne Strong, Inc.
 
 
8.
Amendment No. 1 to Multiparty Agreement, dated as of December 6, 2012 by and among Cinedigm Digital Funding 2, LLC,  Access Digital Cinema Phase 2, Corp.,  CDF2 Holdings, LLC, Cinedigm Digital Cinema Corp., CHG-MERIDIAN U.S. Finance, Ltd.,  and Société Générale, New York Branch.
 
 
9.
Equipment Lease Schedule No. 001, dated October 18, 2011, and the related Sale and Leaseback Agreement and Bill of Sale, dated October 18, 2011, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
10.
Equipment Lease Schedule No. 023, dated October 24, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated October 24, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
11.
Equipment Lease Schedule No. 015, dated December 19, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated December 19, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
12.
Equipment Lease Schedule No. 003, dated January 16, 2013, and the related Sale and Leaseback Agreement and Bill of Sale, dated January 16, 2013, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
13.
Equipment Lease Schedule No. 001, dated January 31, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated January 31, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
14.
Equipment Lease Schedule No. 002, dated February 29, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated February 29, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
15.
Equipment Lease Schedule No. 003, dated February 29, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated February 29, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
16.
Equipment Lease Schedule No. 004, dated February 29, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated February 29, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
17.
Equipment Lease Schedule No. 005, dated February 29, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated February 29, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
18.
Equipment Lease Schedule No. 008, dated March 30, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated March 30, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
19.
Equipment Lease Schedule No. 009, dated April 30, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated April 30, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
20.
Equipment Lease Schedule No. 010, dated April 30, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated April 30, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
21.
Equipment Lease Schedule No. 011, dated April 30, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated April 30, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
22.
Equipment Lease Schedule No. 012, dated April 30, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated April 30, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
23.
Equipment Lease Schedule No. 013, dated April 30, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated April 30, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
24.
Equipment Lease Schedule No. 016, dated June 29, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated June 29, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
25.
Equipment Lease Schedule No. 017, dated June 29, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated June 29, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
26.
Equipment Lease Schedule No. 018, dated June 29, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated June 29, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
27.
Equipment Lease Schedule No. 019, dated June 29, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated June 29, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
28.
Equipment Lease Schedule No. 002, dated July 31, 2012, and the related Sale and Leaseback Agreement and Bill of Sale dated July 31, 2012 by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
29.
Equipment Lease Schedule No. 020, dated July 31, 2012, and the related Sale and Leaseback Agreement and Bill of Sale dated July 31, 2012 by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
30.
Equipment Lease Schedule No. 014, dated July 31, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated July 31, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
31.
Equipment Lease Schedule No. 021 dated July 31, 2012 and the related Sale and Leaseback Agreement and Bill of Sale, dated July 31, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
32.
Equipment Lease Schedule No. 022, dated August 31, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated August 31, 2012 by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
33.
Equipment Lease Schedule No. 024, dated August 31, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated August 31, 2012 by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
34.
Equipment Lease Schedule No. 025, dated September 28, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated September 28, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
35.
Equipment Lease Schedule No. 026, dated October 16, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated October 16, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
36.
Equipment Lease Schedule No. 027, dated December 19, 2012, and the related Sale and Leaseback Agreement and Bill of Sale, dated December 19, 2012, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
37.
Equipment Lease Schedule No. 028, dated January 16, 2013, and the related Sale and Leaseback Agreement and Bill of Sale, dated January 16, 2013, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
38.
Equipment Lease Schedule No. 029, dated January 16, 2013, and the related Sale and Leaseback Agreement and Bill of Sale, dated January 16, 2013, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
39.
Equipment Lease Schedule No. 030, dated January 16, 2013, and the related Sale and Leaseback Agreement and Bill of Sale, dated January 16, 2013, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
40.
Equipment Lease Schedule No. 032, dated January 16, 2013, and the related Sale and Leaseback Agreement and Bill of Sale, dated January 16, 2013, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
 
41.
Equipment Lease Schedule No. 035, dated January 16, 2013, and the related Sale and Leaseback Agreement and Bill of Sale, dated January 16, 2013, by and between CDF2 Holdings, LLC and CHG-Meridian U.S. Finance, Ltd.
 
(x) All KBC Facility Documents :
F
 
1.
See the KBC Facility Documents specified on Schedule 3 .
 
(xi) All Tax Consolidation Documents :
 
 
2.
Tax Consolidation Agreement, dated as of February 28, 2013, by and among Cinedigm DC Holdings, LLC, Access Digital Media, Inc., Christie/AIX, Inc., Cinedigm Digital Funding I, LLC, and Cinedigm Digital Cinema Corp.
 
 
 
 

CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Schedule 6.26
 
DCI Specifications Compliance
 
None.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Schedule 6.28
 
Disputes Under Exhibitor Agreements or Digital Cinema Deployment Agreements
 
None.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Schedule 7.01(a)(ii)
 
CDF1 Credit Agreement Reporting
 
Previously delivered.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Schedule 7.01(a)(iii)
 
CDF2 Credit Agreement Reporting
 
Previously delivered.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Schedule 8.02
 
Liens
 
Access Digital Media, Inc.
 
 
1.
UCC-1 financing statement naming Access Digital Media, Inc., as debtor and General Electric Capital Corporation, as Administrative Agent, as secured party, filed May 7, 2010 (file no. 20101599822), assigned (full assignment) to Société Générale, New York Branch, as Collateral Agent as secured party on  August 22, 2011 (file no. 20113249888), further assigned (full assignment) to Société Générale, New York Branch, as Collateral Agent as secured party on  August 22, 2011 (file no. 20113250647) and amended on February 15, 2013 to update debtor’s address (file no. 20130624354).
 
 
2.
UCC-1 financing statement naming Access Digital Media, Inc., as debtor and Société Générale, New York Branch, as Collateral Agent as secured party on  February 26, 2013 (file no. 20130740903).
 
Access Digital Cinema Phase 2, Corp.
 
 
1.
UCC-1 financing statement naming Access Digital Media Phase 2, Corp., as debtor and Christie Digital Systems USA, Inc. as secured party filed March 6, 2009 (file no. 20090716834).
 
 
2.
UCC-1 financing statement naming Access Digital Media Phase 2, Corp., as debtor and KBC Bank NV as secured party filed April 3, 2009 (file no. 20091073862), as amended on April 14, 2009 (file no. 20091224606) and November 22, 2011 (file no. 20114477322).
 
 
3.
UCC-1 financing statement naming Access Digital Media Phase 2, Corp., as debtor and KBC Bank NV as secured party filed April 7, 2009 (file no. 20091100293).
 
 
4.
UCC-1 financing statement naming Access Digital Media Phase 2, Corp., as debtor and Woodhaven Cinemas, LLC as secured party filed August 26, 2009 (file no. 20092751987).
 
 
5.
UCC-1 financing statement naming Access Digital Media Phase 2, Corp., as debtor and KBC Bank NV as secured party filed June 16, 2010 (file no. 20102089500).
 
 
6.
UCC-1 financing statement naming Access Digital Media Phase 2, Corp., as debtor and KBC Bank NV as secured party filed March 3, 2009 (file no. 20110790520).
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
7.
UCC-1 financing statement naming Access Digital Media Phase 2, Corp., as debtor and KBC Bank NV as secured party filed June 27, 2011 (file no. 20112444829).
 
 
8.
UCC-1 financing statement naming Access Digital Media Phase 2, Corp., as debtor and Société Générale, New York Branch, as Collateral Agent as secured party filed October 19, 2011 (file no. 20114038397), amended on February 15, 2013 (file no. 20130624818).
 
 
9.
UCC-1 financing statement naming Access Digital Media Phase 2, Corp., as debtor and CDF2 Holdings, LLC as secured party filed October 19, 2011 (file no. 20114038785), assigned (full assignment) to Société Générale, New York Branch, as Collateral Agent on October 19, 2011 (file no. 20114039049) and amended on February 15, 2013 (file no. 20130624727).
 
 
10.
UCC-1 financing statement naming Access Digital Media Phase 2, Corp., as debtor and CDF2 Holdings, LLC as secured party filed November 1, 2011 (file no. 20114206374), assigned (full assignment) to Cinedigm Digital Funding 2, LLC on November 1, 2011 (file no. 20114206408), further assigned (full assignment) to Société Générale, New York Branch, as Collateral Agent on November 1, 2011 (file no. 20114206440), and amended on February 15, 2013 (file no. 20130625047).
 
Access Digital Cinema Phase 2 B/AIX, Corp.
 
 
1.
UCC-1 financing statement naming Access Digital Cinema Phase 2 B/AIX, Corp., as debtor and KBC Bank NV as secured party filed December 9, 2008 (file no. 20084076178).
 
 
2.
UCC-1 financing statement naming Access Digital Cinema Phase 2 B/AIX, Corp., as debtor and KBC Bank NV as secured party filed April 3, 2009 (file no. 20091073722).
 
 
3.
UCC-1 financing statement naming Access Digital Cinema Phase 2 B/AIX, Corp., as debtor and KBC Bank NV as secured party filed April 3, 2009 (file no. 20091073862), amended April 17, 2009 (file no. 20091224606), and November 22, 2011 (file no. 20114477322).
 
 
4.
UCC-1 financing statement naming Access Digital Cinema Phase 2 B/AIX, Corp., as debtor and KBC Bank NV as secured party filed February 9, 2010 (file no. 20100431548).
 
 
5.
UCC-1 financing statement naming Access Digital Cinema Phase 2 B/AIX, Corp., as debtor and KBC Bank NV as secured party filed May 3, 2010 (file no. 20101532682).
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
6.
UCC-1 financing statement naming Access Digital Cinema Phase 2 B/AIX, Corp., as debtor and KBC Bank NV as secured party filed May 19, 2010 (file no. 20101750748).
 
 
7.
UCC-1 financing statement naming Access Digital Cinema Phase 2 B/AIX, Corp., as debtor and KBC Bank NV as secured party filed March 3, 2011 (file no. 20110790520).
 
 
8.
UCC-1 financing statement naming Access Digital Cinema Phase 2 B/AIX, Corp., as debtor and KBC Bank NV as secured party filed June 27, 2011 (file no. 20112444829).
 
CDF2 Holdings, LLC
 
 
1.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party filed October 19, 2011 (file no. 20114038181), amended on February 15, 2013 (file no. 20130624867).
 
 
2.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and CHG-Meridian U.S. Finance Ltd. as secured party filed October 19, 2011 (file no. 20114039783), assigned (full assignment) to Société Générale, New York Branch, as Collateral Agent on October 19, 2011 (file no. 20114039858) and amended on February 15, 2013 (file no. 20130625120).
 
 
3.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party and CHG-Meridian U.S. Finance, Ltd. as additional secured party, filed October 19, 2011 (file no. 20114039973), assigned (full assignment) to Société Générale, New York Branch, as Collateral Agent on October 19, 2011 (file no. 20114040047) and amended on February 15, 2013 (file no. 20130624685).
 
 
4.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party and CHG-Meridian U.S. Finance, Ltd. as additional secured party dated January 31, 2012 (file no. 20120398604) and amended on March 22, 2012 (file no. 20121108804).
 
 
5.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed March 8, 2012 (file no. 20120909152).
 
 
6.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed March 8, 2012 (file no. 20120909178).
 
 
7.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed March 8, 2012 (file no. 20120909186).
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
8.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed March 15, 2012 (file no. 20121003369).
 
 
9.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed March 30, 2012 (file no. 20121246026).
 
 
10.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed May 3, 2012 (file no. 21718834).
 
 
11.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed May 3, 2012 (file no. 20121718974).
 
 
12.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed May 3, 2012 (file no. 20121719071).
 
 
13.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed May 3, 2012 (file no. 20121719279).
 
 
14.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed May 4, 2012 (file no. 20121749896).
 
 
15.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed July 12, 2012 (file no. 20122680942).
 
 
16.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed July 12, 2012 (file no. 2012682120).
 
 
17.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed July 12, 2012 (file no. 20122682526).
 
 
18.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed July 12, 2012 (file no. 2012682591).
 
 
19.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed August 10, 2012 (file no. 20123107739).
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
20.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed August 14, 2012 (file no. 20123147461).
 
 
21.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed August 14, 2012 (file no. 20123147891).
 
 
22.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed August 14, 2012 (file no. 20123147925) and amended on August 14, 2012 (file no. 20123149145).
 
 
23.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed September 11, 2012 (file no. 20123509405).
 
 
24.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed September 11, 2012 (file no. 20123509447).
 
 
25.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed October 24, 2012 (file no. 20124119683).
 
 
26.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed October 24, 2012 (file no. 20124119923).
 
 
27.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed October 24, 2012 (file no. 20124119931).
 
 
28.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed December 28, 2012 (file no. 20125082815).
 
 
29.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed December 28, 2012 (file no. 20125082849).
 
 
30.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed January 18, 2013 (file no. 20130259011).
 
 
31.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed January 18, 2013 (file no. 20130259235).
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
32.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed January 18, 2013 (file no. 20130259581).
 
 
33.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed February 1, 2013 (file no. 20130443821).
 
 
34.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed February 6, 2013 (file no. 20130492430).
 
 
35.
UCC-1 financing statement naming CDF2 Holdings, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed February 6, 2013 (file no. 20130492463).
 
 
Christie/AIX, Inc.
 
 
1.
UCC-1 financing statement naming Christie/AIX, Inc., as debtor and General Electric Capital Corporation, as Collateral Agent, as secured party, filed May 7, 2010 (file no. 20101599723), assigned (full assignment) to Société Générale, New York Branch, as Collateral Agent as secured party on  August 22, 2011 (file no. 20113249839), further assigned (full assignment) to Société Générale, New York Branch, as Collateral Agent as secured party on  August 22, 2011 (file no. 20113250696) and amended on February 15, 2013 to update debtor’s address (file no. 20130624552).
 
 
2.
UCC-1 financing statement naming Christie/AIX, Inc., as debtor and Société Générale, New York Branch, as Collateral Agent as secured party on  February 26, 2013 (file no. 20130740218).
 
 
Cinedigm Digital Funding I, LLC
 
 
1.
UCC-1 financing statement naming Cinedigm Digital Funding I, LLC, as debtor and General Electric Capital Corporation, as Collateral Agent, as secured party, filed May 7, 2010 (file no. 20101599517), assigned (full assignment) to Société Générale, New York Branch, as Collateral Agent as secured party on  August 22, 2011 (file no. 20113249698), further assigned (full assignment) to Société Générale, New York Branch, as Collateral Agent as secured party on  August 22, 2011 (file no. 20113249755), further assigned (full assignment) to Société Générale, New York Branch, as Collateral Agent as secured party on  August 22, 2011 (file no. 20113250548) and amended on February 15, 2013 to update debtor’s address (file no. 20130624511).
 
 
2.
UCC-1 financing statement naming Cinedigm Digital Funding I, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party on  February 26, 2013 (file no. 20130739202).
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
Cinedigm Digital Funding 2, LLC
 
 
1.
UCC-1 financing statement naming Cinedigm Digital Funding 2, LLC, as debtor and Société Générale, New York Branch, as Collateral Agent as secured party, filed on  October 19, 2011 (file no. 20114037829).
 
 
Cinedigm Digital Cinema Corp.
 
 
1.
UCC-1 financing statement naming Cinedigm Digital Cinema Corp., as debtor and Cinedigm Digital Funding 2, LLC as Secured Party and CDF2 Holdings, LLC as Assignor Secured Party, filed October 19, 2011 (file no. 20114039262), assigned (full assignment) to Societe Generale, New York Branch, as Collateral Agent, filed October 19, 2011 (file no. 20114039320), assigned (full assignment), filed November 1, 2011 (file no. 20114206556), as amended February 15, 2013 (file no. 2013625039).
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Schedule 8.03
 
Investments
 
 
1.
Borrower owns all of the issued and outstanding shares of Access Digital Media, Inc.
 
 
2.
Access Digital Cinema Phase 2, Corp. owns (i) all of the issued and outstanding shares of Access Digital Cinema Phase 2 B/AIX, Corp., and (ii) all of the membership interests of CDF2 Holdings, LLC.
 
 
3.
A secured Promissory Note dated as of February 28, 2013, was made by Cinedigm Digital Cinema Australia Pty Ltd (“Maker”) to the order of Cinedigm DC Holdings, LLC (“Payee”) for all amounts from time to time payable to Payee pursuant to the Management Services Agreement dated as of February 28, 2013, by and between the Maker and the Payee.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

Schedule 9.02(o)
 
Intercompany Agreements
 
See Schedule 6.25(vi) .
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Exhibit A – Form of Assignment and Acceptance
·
This ASSIGNMENT AND ACCEPTANCE (this “ Assignment and Acceptance ”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “ Assignor ”) and [Insert name of Assignee] (the “ Assignee ”).  Capitalized terms used but not defined herein have the meanings given to them in the Term Loan Agreement (defined below), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Term Loan Agreement, as of the Effective Date to be inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Term Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the Term Loan Agreement and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Term Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “ Assigned Interest ”).  Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.  If this Assignment and Acceptance covers all of the remaining portion of the Assignor’s rights and obligations under the Term Loan Agreement, the Assignor shall cease to be a party thereto ( provided , that such Assignor shall continue to be entitled to the benefits of Sections 2.06 , 2.07 , 4.04 and 11.05 to the extent of any amounts owed to such Assignor under any of such provisions as of the Effective Date). Notwithstanding anything to the contrary under this Assignment and Acceptance, any rights and remedies available to the Borrower for any breaches by the Assignor of its obligations under the Term Loan Agreement while a Lender shall be preserved after the assignment hereunder and the Assignor shall not be relieved of any liability to the Borrower due to any such breach.
 
1.
Assignor:
 
 
       
2.
Assignee:
 
 
   
Assignee is [ an Affiliate of a Lender ]//[ Approved Fund ]//[ an
 
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
   
existing Lender under the Term Loan Agreement ] 2 Assignee is permitted to be an assignee under Section 11.06 of the Term Loan Agreement.
 
3.
Borrower:
Cinedigm DC Holdings, LLC, a Delaware limited liability company (the “ Borrower ”)
     
4.
Administrative Agent:
Prospect Capital Corporation (“ Prospect ”), as the administrative agent for the Lenders under the Term Loan Agreement (the “ Administrative Agent ”)
     
5.
Term Loan Agreement:
The Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”), among the Borrower, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as Administrative Agent and Collateral Agent.
     
6.
Assigned Interest 3 :
 

Total Commitments
/ Aggregate Amount
of Term Loans for
all Lenders
Principal Amount of
Assignor’s Term
Loan Commitment/
Term Loans prior to
Effective Date
Amount of
Assignor’s Term
Loan Commitment /
Term Loans
Assigned 4
Percentage Assigned
of Total Commitments
/ Term Loans for all
Lenders
$
$
$
%

Effective Date:   _____________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 5

The Assignee, if required by Section 11.06(b) of the Term Loan Agreement, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire.
 
2
 Select as and if applicable.
 
3
If the assignment is a partial assignment, such assignment shall be made as an assignment of a proportionate part of all the Assignor’s rights and obligations under the Term Loan Agreement as to the Term Loans or Commitments.
 
4
Unless the Assignee is a Lender, an Affiliate of a Lender or an Approved Fund, or the assignment consists of the entire remaining amount of the assigning Lender’s Commitments or Term Loans, each assignment shall be not less than $1,000,000 unless the Administrative Agent shall otherwise consent; provided , however , contemporaneous assignments to a single assignee made by affiliated Lenders or related Approved Funds, and contemporaneous assignments by a single assignor to affiliated Lenders or related Approved Funds, shall in each case be aggregated for purposes of meeting the minimum assignment amount requirements.
 
5
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
The Assignee, if required by Section 11.06(b) of the Term Loan Agreement, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire.

[Signature page follows.]
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
The terms set forth in this Assignment and Acceptance are hereby agreed to:

 
ASSIGNOR:
 
     
 
[NAME OF ASSIGNOR]
 
       
 
By:
   
 
Name:
 
 
Title:
 
       
 
[ADDRESS]
 
       
 
ASSIGNEE:
 
       
 
[NAME OF ASSIGNEE]
 
       
 
By:
   
 
Name:
 
 
Title:
 
       
 
[ADDRESS]
 
 
[CONSENTED TO AND ACCEPTED BY:
 
PROSPECT CAPITAL CORPORATION,
as Administrative Agent
 
     
By:
   
 
Name:
 
 
Title:] 6
 
 
[ CINEDIGM DC HOLDINGS, LLC,
as Borrower
 
 
By:
   
 
Name:
 
 
Title:] 7
 

6  To be included in accordance with Section 11.06(b) of the Term Loan Agreement.
 
7
To be included in accordance with Section 11.06(b) of the Term Loan Agreement.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
ANNEX 1

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ACCEPTANCE
·
1.   Representations and Warranties .

1.1    Assignor .  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Term Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto, or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto.

1.2.   Assignee .  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Agreement, (ii) it satisfies the requirements, if any, specified in the Term Loan Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender (including, without limitation, the requirements set forth in Section 11.06 of the Term Loan Agreement), and (iii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder; and (b) agrees that (i) it will, independently and without reliance on the Assignor, the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) by its execution of this Assignment and Acceptance, it appoints and authorizes the Administrative Agent to take such action as the agent on its behalf and to exercise such powers under the Term Loan Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2.    Payments .    From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

                        3.   General Provisions . This Assignment and Acceptance shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.  Any number of counterparts of this Assignment and Acceptance, including facsimiles, may be executed by the parties hereto.  Each such counterpart shall be, and shall be deemed to be, an original instrument, but all such counterparts taken together shall constitute one and the same agreement.

4.   Notice to Parties .  All notices and other communications provided for herein shall be (i) in writing, (ii) delivered and deemed received in accordance with the procedures set forth in Section 11.02 of the Term Loan Agreement and (iii) addressed to the parties at the address, facsimile number or email address provided therein or on the signature pages hereof, as applicable.  Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice to all of the other parties hereto in accordance with the foregoing.

5.   Governing Law .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS ASSIGNMENT AND ACCEPTANCE, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).

6.   Jurisdiction; Venue; Service of Process; Jury Trial Waiver .  THIS ASSIGNMENT AND ACCEPTANCE SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN ARTICLE XII OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Exhibit B - Form of Assignment of IP Licenses
 
This ASSIGNMENT OF IP LICENSES (this “ Assignment ”) is made as of [______] [__], 20__, by [ Insert applicable Loan Party ] (the “ Assignor ”) in favor of PROSPECT CAPITAL CORPORATION (“ Prospect ”), as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”).
 
WHEREAS, pursuant to that certain Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”), among Cinedigm DC Holdings, LLC (the “ Borrower ”), Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as Administrative Agent and Collateral Agent, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and conditions set forth therein.  Terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Term Loan Agreement;
 
WHEREAS, the Assignor is currently party to those certain [ Insert applicable IP Licenses ]   by and between Assignor and [ Counterparties to IP Licenses ] (collectively, the “ IP Licenses ”);
 
WHEREAS, as a condition precedent to the making of Term Loans by the Lenders under the Term Loan Agreement, each Loan Party has executed and delivered to the Collateral Agent that certain Guaranty, Pledge, and Security Agreement dated as of February 28, 2013, made by and among each Loan Party and the Collateral Agent (the “ Security Agreement ”);
 
WHEREAS, under the terms of the Security Agreement, the Loan Parties have granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, among other property, certain Intellectual Property of the Loan Parties including the IP Licenses; and

WHEREAS, the Assignor desires to collaterally assign as security and grant a Lien in all of its right, title and interest in and to the IP Licenses, and the Collateral Agent agrees to such assignment, in furtherance of the Assignor’s obtaining the financing pursuant to and under the Term Loan Agreement.
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Assignor, the parties hereby agree as follows:
 
Section 1.          Assignment of IP Licenses .  The Assignor hereby collaterally assigns as security to, and grants a Lien upon and in favor of, the Collateral Agent, all of its right, title and interest in, to and under the IP Licenses and all substitutions for, additions, attachments, accessions, products, proceeds, and insurance proceeds of any and all of the foregoing.  Said transfer is a present and unconditional assignment.
 
Section 2.          Estoppel .  The Assignor represents and warrants that (a) the IP Licenses are in full force and effect and have not been modified, amended or assigned, (b) the Assignor is not in default under any of the terms, covenants or provisions of any IP License and knows of no event which constitutes, or with the passage of time or the giving of notice or both would
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
constitute, an event of default under any IP License, (c) neither the Assignor nor any other party to any IP License has commenced any action or given or received any notice for the purpose of terminating any IP License, and (d)  a true, correct and complete copy of each IP License has been delivered to the Collateral Agent.
 
Section 3.          Collateral Agent Not Obligated .  Notwithstanding any other provision of this Assignment to the contrary, Assignor expressly acknowledges and agrees that Assignor shall continue to observe and perform all of the conditions and obligations contained in the IP Licenses to be observed and performed by it, and that neither this Assignment, nor any action taken pursuant hereto, shall cause the Collateral Agent to be under any obligation or liability in any respect whatsoever to any party to any IP License or to any other Person for the observance or performance of any of the representations, warranties, conditions, covenants, agreements or terms therein contained.
 
Section 4.          Governing Law .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS ASSIGNMENT, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).
 
Section 5.          Jurisdiction; Venue; Service of Process; Jury Trial Waiver .  THIS ASSIGNMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN ARTICLE XII OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
 
Section 6.           Notices . All notices and other communications provided for herein shall be (i) in writing, (ii) delivered and deemed received in accordance with the procedures set forth in Section 11.02 of the Term Loan Agreement and (iii) addressed to the parties at the address, facsimile number or email address set forth on the signature pages hereto.  Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice to all of the other parties hereto in accordance with the foregoing.
 
Section 7.          Amendment . No amendment, waiver or consent under this Assignment shall be effective unless the same shall be executed in accordance with the provisions of Section 11.01 of the Term Loan Agreement which are incorporated herein by this reference, mutatis mutandis .
 
Section 8.           Successors and Assigns .  This Assignment shall be binding upon and inure to the benefit of the parties hereto, their successors, and assigns to the extent permitted by Section 11.06 of the Term Loan Agreement; provided , however , that Assignor may not assign, transfer, or delegate any of its rights or obligations under this Assignment without the prior written consent of the Collateral Agent and, in any event, any assignment, transfer, or delegation of Assignor’s rights or obligations under this Assignment shall be subject to the terms and provisions of the Term Loan Agreement.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Section 9.          Severability .  All provisions of this Assignment are severable, and the unenforceability or invalidity of any of the provisions of this Assignment shall not affect the validity or enforceability of the remaining provisions of this Assignment.  Should any part of this Assignment be held invalid or unenforceable in any jurisdiction, the invalid or unenforceable portion or portions shall be removed (and no more) only in that jurisdiction, and the remainder shall be enforced as fully as possible (removing the minimum amount possible) in that jurisdiction.  In lieu of such invalid or unenforceable provision, the parties hereto will negotiate in good faith to add as a part of this Assignment a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.
 
Section 10.         Headings .  Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Assignment.
 
Section 11.        Counterparts; Effectiveness .  THIS ASSIGNMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN SECTIONS 11.02(d) AND 11.10 OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
 
[Signature pages follow.]
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
IN WITNESS WHEREOF the undersigned have executed this Assignment as of the date first above written.
 
 
ASSIGNOR :
 
     
 
[ APPLICABLE LOAN PARTY ]
 
     
 
By:
   
 
Name:
   
 
Title:
   
     
 
Address:
 
     
 
Facsimile No.:
 
 
Email:
 
       
 
COLLATERAL AGENT :
 
       
 
PROSPECT CAPITAL CORPORATION
 
     
 
By:
   
 
Name:
   
 
Title:
   
     
 
Address:
 
 
Prospect Capital Corporation
 
 
10 East 40th Street, 44th Floor
 
 
New York, New York 10016
 
 
Attention:  General Counsel and Theodore V. Fowler
 
 
Facsimile No.:  212-448-9652
 
  Email: fax@prospectstreet.com  
   
pl@prospectstreet.com
 
   
tfowler@prospectstreet.com
 
   
grier@prospectstreet.com
 
   
jbarry@prospectstreet.com:
 

 
 
 

CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

Exhibit C - Form of Assignment of Phase I MSA

This ASSIGNMENT OF PHASE I MSA (this “ Assignment ”) is made as of February 28, 2013, by CINEDIGM DIGITAL CINEMA CORP., a Delaware corporation (the “ Assignor ”) in favor of CINEDIGM DC HOLDINGS, LLC, a Delaware limited liability company (the “ Assignee ”).

WHEREAS, pursuant to that certain Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”), among the Assignee, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect Capital Corporation, in its separate capacities as Administrative Agent and Collateral Agent, the Lenders have severally agreed to make extensions of credit to the Assignee upon the terms and conditions set forth therein.  Terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Term Loan Agreement;

WHEREAS, the Assignor is currently party to that Amended and Restated Management Services Agreement, dated as of February 28, 2013, between Assignor, as manager, and Cinedigm Digital Funding I, LLC (“ CDF1 ”) (the “ Contract ”); and

WHEREAS, pursuant to that certain Contribution and Assignment Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Contribution Agreement ”), between Assignor and Assignee, the Assignor has assigned to Assignee all of its respective right, title and interest in and to all fees due and payable from time to time to Assignor under the Contract.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Assignor, and to further effectuate the assignment of Assigned Rights (as that term is defined in the Contribution Agreement), the parties hereby agree as follows:

Section 1.          Assignment of Fees .  The Assignor hereby assigns to the Assignee all of its respective right, title and interest in all fees due and payable from time to time (including all Servicing Fees and Incentive Servicing Fees) to Assignor under the Contract and all products, proceeds, and insurance proceeds of all of the foregoing.  Said transfer is a present and unconditional assignment.

Section 2.           Pay Proceeds Instruction .   The Assignor agrees and instructs CDF1 that all monies from time to time owing or to become due to Assignor pursuant to the Contract are to be paid by CDF1, by wire transfer, without setoff or counterclaim, into the Borrower Collection Account.  This authority and instruction is coupled with an interest and may not be modified, terminated or revoked without the prior written consent of the Administrative Agent.  The Administrative Agent shall have the right to modify this authority and instruction by written notice to CDF1.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Section 3.           Estoppel .  The Assignor represents and warrants that (a) the Contract is in full force and effect and has not been modified, amended or assigned, (b) the Assignor is not in default under any of the terms, covenants or provisions of the Contract and knows of no event which constitutes, or with the passage of time or the giving of notice or both would constitute, an event of default under the Contract, (c) neither the Assignor nor any other party to the Contract has commenced any action or given or received any notice for the purpose of terminating the Contract, and (d)  a true, correct and complete copy of the Contract has been delivered to the Assignee.
 
Section 4.           Assignee Not Obligated .  Notwithstanding any other provision of this Assignment to the contrary, Assignor expressly acknowledges and agrees that Assignor shall continue to observe and perform all of the conditions and obligations contained in the Contract to be observed and performed by it, and that neither this Assignment, nor any action taken pursuant hereto, shall cause the Assignee to be under any obligation or liability in any respect whatsoever to any party to the Contract or to any other Person for the observance or performance of any of the representations, warranties, conditions, covenants, agreements or terms therein contained.

Section 5.           Governing Law .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS ASSIGNMENT, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).

Section 6.           Jurisdiction; Venue; Service of Process; Jury Trial Waiver .  THIS ASSIGNMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN ARTICLE XII OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .

Section 7.          Notices . All notices and other communications provided for herein shall be (i) in writing, (ii) delivered and deemed received in accordance with the procedures set forth in Section 11.02 of the Term Loan Agreement and (iii) addressed to the parties at the address, facsimile number or email address set forth on the signature pages hereto.  Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice to all of the other parties hereto in accordance with the foregoing.

Section 8.           Amendment . No amendment, waiver or consent under this Assignment shall be effective unless the same shall be executed in accordance with the provisions of Section 11.01 of the Term Loan Agreement which are incorporated herein by this reference, mutatis mutandis .

Section 9.           Successors and Assigns .  This Assignment shall be binding upon and inure to the benefit of the parties hereto, their successors, and assigns to the extent permitted by Section 11.06 of the Term Loan Agreement; provided , however , that Assignor may not assign, transfer, or delegate any of its rights or obligations under this Assignment without the prior
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
written consent of the Administrative Agent and, in any event, any assignment, transfer, or delegation of Assignor’s rights or obligations under this Assignment shall be subject to the terms and provisions of the Term Loan Agreement.

Section 10.         Severability .  All provisions of this Assignment are severable, and the unenforceability or invalidity of any of the provisions of this Assignment shall not affect the validity or enforceability of the remaining provisions of this Assignment.  Should any part of this Assignment be held invalid or unenforceable in any jurisdiction, the invalid or unenforceable portion or portions shall be removed (and no more) only in that jurisdiction, and the remainder shall be enforced as fully as possible (removing the minimum amount possible) in that jurisdiction.  In lieu of such invalid or unenforceable provision, the parties hereto will negotiate in good faith to add as a part of this Assignment a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.

Section 11.         Headings .  Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Assignment.

Section 12.         Counterparts; Effectiveness .  THIS ASSIGNMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN SECTIONS 11.02(d) AND 11.10 OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .

Section 13.        Third Party Beneficiary .  The Administrative Agent is an express third party beneficiary of the provisions hereof, with such provisions being enforceable by the Administrative Agent as against the Assignor in all respects.

[Signature pages follow.]
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
IN WITNESS WHEREOF the undersigned have executed this Assignment as of the date first above written.

 
ASSIGNOR :
 
       
 
CINEDIGM DIGITAL CINEMA CORP.
 
       
 
By:
   
 
Name:
   
 
Title:
   
       
 
Address:
 
 
902 Broadway
 
 
9th Floor
 
 
New York, NY 10010
 
 
Attention:  General Counsel
 
 
Facsimile No.:  212-206-9001/424-281-5401
 
 
Email:
gloffredo@cinedigm.com  
    amizel@cinedigm.com  
    jbrownson@cinedigm.com  
       
       
 
ASSIGNEE :
 
       
 
CINEDIGM DC HOLDINGS, LLC
 
       
 
By:
   
 
Name:
   
 
Title:
   
       
 
Address:
 
 
c/o Cinedigm Digital Cinema Corp.
 
 
902 Broadway
 
 
9th Floor
 
 
New York, NY 10010
 
 
Attention:  General Counsel
 
 
Facsimile No.:  212-206-9001
 
  Email: 
gloffredo@cinedigm.com
 
    amizel@cinedigm.com  
    jbrownson@cinedigm.com  

 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
AGREED TO AND ACKNOWLEDGED BY :
     
CINEDIGM DIGITAL FUNDING I, LLC
 
     
By:
   
Name:
   
Title:
   
     
Address:
 
c/o Cinedigm Digital Cinema Corp.
 
902 Broadway
 
9th Floor
 
New York, NY 10010
 
Attention:  General Counsel
 
Facsimile No.:  212-206-9001
 
Email:   gloffredo@cinedigm.com
 
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

Exhibit D - Form of Assignment of Phase II Australia MSA

This ASSIGNMENT OF PHASE II AUSTRALIA MSA (this “ Assignment ”) is made as of February 28, 2013, by CINEDIGM DC HOLDINGS, LLC (“ Assignor ”) in favor of PROSPECT CAPITAL CORPORATION (“ Prospect ”), as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”).

WHEREAS, pursuant to that certain Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”), among the Assignor, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as Administrative Agent and Collateral Agent, the Lenders have severally agreed to make extensions of credit to the Assignor upon the terms and conditions set forth therein.  Terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Term Loan Agreement;

WHEREAS, the Assignor is currently party to that certain Management Services Agreement, dated as of February 28, 2013, between Assignor, as manager, and Cinedigm Digital Cinema Australia Pty Ltd. (the “ Contract ”);

WHEREAS, as a condition precedent to the making of Term Loans by the Lenders under the Term Loan Agreement, each Loan Party has executed and delivered to the Collateral Agent that certain Guaranty, Pledge, and Security Agreement dated as of February 28, 2013, made by and among each Loan Party and the Collateral Agent (the “ Security Agreement ”);

WHEREAS, under the terms of the Security Agreement, the Assignor has granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, among other property, the Assignor’s right, title and interest in and to the Contract; and

WHEREAS, the Assignor desires to collaterally assign as security and grant a Lien in all of its right, title and interest in and to the Contract, and the Collateral Agent agrees to such assignment, in furtherance of the Assignor’s obtaining the financing pursuant to and under the Term Loan Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Assignor, the parties hereby agree as follows:

Section 1.        Assignment of Contract .  The Assignor hereby collaterally assigns as security to, and grants a Lien upon and in favor of, the Collateral Agent, all of its right, title and interest in, to and under the Contract and all substitutions for, additions, attachments, accessions, products, proceeds, and insurance proceeds of all of the foregoing.  Said transfer is a present and unconditional assignment.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Section 2.        Estoppel .  The Assignor represents and warrants that (a) the Contract is in full force and effect and has not been modified, amended or assigned, (b) the Assignor is not in default under any of the terms, covenants or provisions of the Contract and knows of no event which constitutes, or with the passage of time or the giving of notice or both would constitute, an event of default under the Contract, (c) neither the Assignor nor any other party to the Contract has commenced any action or given or received any notice for the purpose of terminating the Contract, and (d)  a true, correct and complete copy of the Contract has been delivered to the Collateral Agent.

Section 3.        Collateral Agent Not Obligated .  Notwithstanding any other provision of this Assignment to the contrary, the Assignor expressly acknowledges and agrees that Assignor shall continue to observe and perform all of the conditions and obligations contained in the Contract to be observed and performed by it, and that neither this Assignment, nor any action taken pursuant hereto, shall cause the Collateral Agent to be under any obligation or liability in any respect whatsoever to any party to the Contract or to any other Person for the observance or performance of any of the representations, warranties, conditions, covenants, agreements or terms therein contained.

Section 4.        Governing Law .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS ASSIGNMENT, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).

Section 5.        Jurisdiction; Venue; Service of Process; Jury Trial Waiver .  THIS ASSIGNMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN ARTICLE XII OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .

Section 6.        Notices . All notices and other communications provided for herein shall be (i) in writing, (ii) delivered and deemed received in accordance with the procedures set forth in Section 11.02 of the Term Loan Agreement and (iii) addressed to the parties at the address, facsimile number or email address set forth on the signature pages hereto.  Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice to all of the other parties hereto in accordance with the foregoing.

Section 7.        Amendment . No amendment, waiver or consent under this Assignment shall be effective unless the same shall be executed in accordance with the provisions of Section 11.01 of the Term Loan Agreement which are incorporated herein by this reference, mutatis mutandis .
 
Section 8.        Successors and Assigns .  This Assignment shall be binding upon and inure to the benefit of the parties hereto, their successors, and assigns to the extent permitted by Section 11.06 of the Term Loan Agreement; provided , however , that Assignor may not assign, transfer, or delegate any of its rights or obligations under this Assignment without the prior
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
written consent of the Collateral Agent and, in any event, any assignment, transfer, or delegation of Assignor’s rights or obligations under this Assignment shall be subject to the terms and provisions of the Term Loan Agreement.
 
Section 9.        Severability .  All provisions of this Assignment are severable, and the unenforceability or invalidity of any of the provisions of this Assignment shall not affect the validity or enforceability of the remaining provisions of this Assignment.  Should any part of this Assignment be held invalid or unenforceable in any jurisdiction, the invalid or unenforceable portion or portions shall be removed (and no more) only in that jurisdiction, and the remainder shall be enforced as fully as possible (removing the minimum amount possible) in that jurisdiction.  In lieu of such invalid or unenforceable provision, the parties hereto will negotiate in good faith to add as a part of this Assignment a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.

Section 10.      Headings .  Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Assignment.

Section 11.      Counterparts; Effectiveness .  THIS ASSIGNMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN SECTIONS 11.02(d) AND 11.10 OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .

[Signatures pages follow.]
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

IN WITNESS WHEREOF the undersigned have executed this Assignment as of the date first above written.
 
 
ASSIGNOR :
 
       
       
 
By:
   
 
Name:
   
 
Title:
   
       
 
Address:
 
 
c/o Cinedigm Digital Cinema Corp.
 
 
902 Broadway
 
 
9th Floor
 
 
New York, NY 10010
 
 
Attention:  General Counsel
 
 
Facsimile No.:  212-206-9001
 
 
  Email: gloffredo@cinedigm.com  
   
amizel@cinedigm.com
 
   
jbrownson@cinedigm.com
 
 
 
COLLATERAL AGENT :
 
       
 
PROSPECT CAPITAL CORPORATION
 
       
 
By:
   
 
Name:
   
 
Title:
   
       
 
Address:
 
 
Prospect Capital Corporation
 
 
10 East 40 th Street, 44 th Floor
 
 
New York, New York 10016
 
 
Attention:  General Counsel and Theodore V. Fowler
 
 
Facsimile No.:  212-448-9652
 
 
  Email:  fax@prospectstreet.com  
   
pl@prospectstreet.com
 
   
tfowler@prospectstreet.com
 
   
grier@prospectstreet.com
 
   
jbarry@prospectstreet.com
 

 
 
 

CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

Exhibit E - Form of Assignment of Phase II Caribbean MSA

This ASSIGNMENT OF PHASE II CARIBBEAN MSA (this “ Assignment ”) is made as of February 28, 2013, by CINEDIGM DC HOLDINGS, LLC (“ Assignor ”) in favor of PROSPECT CAPITAL CORPORATION (“ Prospect ”), as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”).

WHEREAS, pursuant to that certain Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”), among the Assignor, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. (“ Access Phase 2 ”) and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as Administrative Agent and Collateral Agent, the Lenders have severally agreed to make extensions of credit to the Assignor upon the terms and conditions set forth therein.  Terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Term Loan Agreement;

WHEREAS, the Assignor is currently party to that certain Management Services Agreement, dated as of February 28, 2013, between Assignor, as manager, and Access Phase 2 (the “ Contract ”);

WHEREAS, as a condition precedent to the making of Term Loans by the Lenders under the Term Loan Agreement, each Loan Party has executed and delivered to the Collateral Agent that certain Guaranty, Pledge, and Security Agreement dated as of February 28, 2013, made by and among each Loan Party and the Collateral Agent (the “ Security Agreement ”);

WHEREAS, under the terms of the Security Agreement, the Assignor has granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, among other property, the Assignor’s right, title and interest in and to the Contract; and

WHEREAS, the Assignor desires to collaterally assign as security and grant a Lien in all of its right, title and interest in and to the Contract, and the Collateral Agent agrees to such assignment, in furtherance of the Assignor’s obtaining the financing pursuant to and under the Term Loan Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Assignor, the parties hereby agree as follows:

Section 1.        Assignment of Contract .  The Assignor hereby collaterally assigns as security to, and grants a Lien upon and in favor of, the Collateral Agent, all of its right, title and interest in, to and under the Contract and all substitutions for, additions, attachments, accessions, products, proceeds, and insurance proceeds of all of the foregoing.  Said transfer is a present and unconditional assignment.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Section 2.        Estoppel .  The Assignor represents and warrants that (a) the Contract is in full force and effect and has not been modified, amended or assigned, (b) the Assignor is not in default under any of the terms, covenants or provisions of the Contract and knows of no event which constitutes, or with the passage of time or the giving of notice or both would constitute, an event of default under the Contract, (c) neither the Assignor nor any other party to the Contract has commenced any action or given or received any notice for the purpose of terminating the Contract, and (d)  a true, correct and complete copy of the Contract has been delivered to the Collateral Agent.

Section 3.        Collateral Agent Not Obligated .  Notwithstanding any other provision of this Assignment to the contrary, the Assignor expressly acknowledges and agrees that Assignor shall continue to observe and perform all of the conditions and obligations contained in the Contract to be observed and performed by it, and that neither this Assignment, nor any action taken pursuant hereto, shall cause the Collateral Agent to be under any obligation or liability in any respect whatsoever to any party to the Contract or to any other Person for the observance or performance of any of the representations, warranties, conditions, covenants, agreements or terms therein contained.

Section 4.        Governing Law .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS ASSIGNMENT, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).

Section 5.        Jurisdiction; Venue; Service of Process; Jury Trial Waiver .  THIS ASSIGNMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN ARTICLE XII OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .

Section 6.        Notices . All notices and other communications provided for herein shall be (i) in writing, (ii) delivered and deemed received in accordance with the procedures set forth in Section 11.02 of the Term Loan Agreement and (iii) addressed to the parties at the address, facsimile number or email address set forth on the signature pages hereto.  Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice to all of the other parties hereto in accordance with the foregoing.

Section 7.        Amendment . No amendment, waiver or consent under this Assignment shall be effective unless the same shall be executed in accordance with the provisions of Section 11.01 of the Term Loan Agreement which are incorporated herein by this reference, mutatis mutandis .
 
Section 8.        Successors and Assigns .  This Assignment shall be binding upon and inure to the benefit of the parties hereto, their successors, and assigns to the extent permitted by Section 11.06 of the Term Loan Agreement; provided , however , that Assignor may not assign, transfer, or delegate any of its rights or obligations under this Assignment without the prior
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
written consent of the Collateral Agent and, in any event, any assignment, transfer, or delegation of Assignor’s rights or obligations under this Assignment shall be subject to the terms and provisions of the Term Loan Agreement.
 
Section 9.        Severability .  All provisions of this Assignment are severable, and the unenforceability or invalidity of any of the provisions of this Assignment shall not affect the validity or enforceability of the remaining provisions of this Assignment.  Should any part of this Assignment be held invalid or unenforceable in any jurisdiction, the invalid or unenforceable portion or portions shall be removed (and no more) only in that jurisdiction, and the remainder shall be enforced as fully as possible (removing the minimum amount possible) in that jurisdiction.  In lieu of such invalid or unenforceable provision, the parties hereto will negotiate in good faith to add as a part of this Assignment a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.

Section 10.      Headings .  Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Assignment.

Section 11.      Counterparts; Effectiveness .  THIS ASSIGNMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN SECTIONS 11.02(d) AND 11.10 OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .

[Signatures pages follow.]
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
IN WITNESS WHEREOF the undersigned have executed this Assignment as of the date first above written.
 
       
 
ASSIGNOR :
 
       
 
CINEDIGM DC HOLDINGS, LLC
 
       
 
By:
   
 
Name:
   
 
Title:
   
       
 
Address:
 
 
c/o Cinedigm Digital Cinema Corp.
 
 
902 Broadway
 
 
9th Floor
 
 
New York, NY 10010
 
 
Attention:  General Counsel
 
 
Facsimile No.:  212-206-9001
 
  Email:   gloffredo@cinedigm.com  
   
amizel@cinedigm.com
 
   
jbrownson@cinedigm.com
 
       
 
COLLATERAL AGENT :
 
       
 
PROSPECT CAPITAL CORPORATION
 
       
 
By:
   
 
Name:
   
 
Title:
   
       
 
Address:
 
 
Prospect Capital Corporation
 
 
10 East 40 th Street, 44 th Floor
 
 
New York, New York 10016
 
 
Attention:  General Counsel and Theodore V. Fowler
 
 
Facsimile No.:  212-448-9652
 
 
  Email:
fax@prospectstreet.com
 
   
pl@prospectstreet.com
 
   
tfowler@prospectstreet.com
 
   
grier@prospectstreet.com
 
   
jbarry@prospectstreet.com
 
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

Exhibit F- Form of Assignment of Phase II Exhibitor/Buyer MSA

This ASSIGNMENT OF PHASE II EXHIBITOR/BUYER MSA (this “ Assignment ”) is made as of February 28, 2013, by CINEDIGM DC HOLDINGS, LLC (“ Assignor ”) in favor of PROSPECT CAPITAL CORPORATION (“ Prospect ”), as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”).

WHEREAS, pursuant to that certain Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”), among the Assignor, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. (“ Access Phase 2 ”) and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as Administrative Agent and Collateral Agent, the Lenders have severally agreed to make extensions of credit to the Assignor upon the terms and conditions set forth therein.  Terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Term Loan Agreement;

WHEREAS, the Assignor is currently party to that certain Management Services Agreement, dated as of February 28, 2013, between Assignor, as manager, and Access Phase 2 (the “ Contract ”);

WHEREAS, as a condition precedent to the making of Term Loans by the Lenders under the Term Loan Agreement, each Loan Party has executed and delivered to the Collateral Agent that certain Guaranty, Pledge, and Security Agreement dated as of February 28, 2013, made by and among each Loan Party and the Collateral Agent (the “ Security Agreement ”);

WHEREAS, under the terms of the Security Agreement, the Assignor has granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, among other property, the Assignor’s right, title and interest in and to the Contract; and

WHEREAS, the Assignor desires to collaterally assign as security and grant a Lien in all of its right, title and interest in and to the Contract, and the Collateral Agent agrees to such assignment, in furtherance of the Assignor’s obtaining the financing pursuant to and under the Term Loan Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Assignor, the parties hereby agree as follows:

Section 1.        Assignment of Contract .  The Assignor hereby collaterally assigns as security to, and grants a Lien upon and in favor of, the Collateral Agent, all of its right, title and interest in, to and under the Contract and all substitutions for, additions, attachments, accessions, products, proceeds, and insurance proceeds of all of the foregoing.  Said transfer is a present and unconditional assignment.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Section 2.        Estoppel .  The Assignor represents and warrants that (a) the Contract is in full force and effect and has not been modified, amended or assigned, (b) the Assignor is not in default under any of the terms, covenants or provisions of the Contract and knows of no event which constitutes, or with the passage of time or the giving of notice or both would constitute, an event of default under the Contract, (c) neither the Assignor nor any other party to the Contract has commenced any action or given or received any notice for the purpose of terminating the Contract, and (d)  a true, correct and complete copy of the Contract has been delivered to the Collateral Agent.

Section 3.        Collateral Agent Not Obligated .  Notwithstanding any other provision of this Assignment to the contrary, the Assignor expressly acknowledges and agrees that Assignor shall continue to observe and perform all of the conditions and obligations contained in the Contract to be observed and performed by it, and that neither this Assignment, nor any action taken pursuant hereto, shall cause the Collateral Agent to be under any obligation or liability in any respect whatsoever to any party to the Contract or to any other Person for the observance or performance of any of the representations, warranties, conditions, covenants, agreements or terms therein contained.

Section 4.        Governing Law .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS ASSIGNMENT, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).

Section 5.        Jurisdiction; Venue; Service of Process; Jury Trial Waiver .  THIS ASSIGNMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN ARTICLE XII OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .

Section 6.        Notices . All notices and other communications provided for herein shall be (i) in writing, (ii) delivered and deemed received in accordance with the procedures set forth in Section 11.02 of the Term Loan Agreement and (iii) addressed to the parties at the address, facsimile number or email address set forth on the signature pages hereto.  Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice to all of the other parties hereto in accordance with the foregoing.

Section 7.       Amendment . No amendment, waiver or consent under this Assignment shall be effective unless the same shall be executed in accordance with the provisions of Section 11.01 of the Term Loan Agreement which are incorporated herein by this reference, mutatis mutandis .
 
Section 8.        Successors and Assigns .  This Assignment shall be binding upon and inure to the benefit of the parties hereto, their successors, and assigns to the extent permitted by Section 11.06 of the Term Loan Agreement; provided , however , that Assignor may not assign, transfer, or delegate any of its rights or obligations under this Assignment without the prior
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
written consent of the Collateral Agent and, in any event, any assignment, transfer, or delegation of Assignor’s rights or obligations under this Assignment shall be subject to the terms and provisions of the Term Loan Agreement.
 
Section 9.        Severability .  All provisions of this Assignment are severable, and the unenforceability or invalidity of any of the provisions of this Assignment shall not affect the validity or enforceability of the remaining provisions of this Assignment.  Should any part of this Assignment be held invalid or unenforceable in any jurisdiction, the invalid or unenforceable portion or portions shall be removed (and no more) only in that jurisdiction, and the remainder shall be enforced as fully as possible (removing the minimum amount possible) in that jurisdiction.  In lieu of such invalid or unenforceable provision, the parties hereto will negotiate in good faith to add as a part of this Assignment a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.

Section 10.      Headings .  Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Assignment.

Section 11.      Counterparts; Effectiveness .  THIS ASSIGNMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN SECTIONS 11.02(d) AND 11.10 OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .

[Signatures pages follow.]
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

IN WITNESS WHEREOF the undersigned have executed this Assignment as of the date first above written.
 
 
       
 
ASSIGNOR :
 
       
 
CINEDIGM DC HOLDINGS, LLC
 
       
 
By:
   
 
Name:
   
 
Title:
   
       
 
Address:
 
 
c/o Cinedigm Digital Cinema Corp.
 
 
902 Broadway
 
 
9th Floor
 
 
New York, NY 10010
 
 
Attention:  General Counsel
 
 
Facsimile No.:  212-206-9001
 
  Email: gloffredo@cinedigm.com  
   
amizel@cinedigm.com
 
   
jbrownson@cinedigm.com
 
       
 
COLLATERAL AGENT :
 
       
 
PROSPECT CAPITAL CORPORATION
 
       
 
By:
   
 
Name:
   
 
Title:
   
       
 
Address:
 
 
Prospect Capital Corporation
 
 
10 East 40 th Street, 44 th Floor
 
 
New York, New York 10016
 
 
Attention:  General Counsel and Theodore V. Fowler
 
 
Facsimile No.:  212-448-9652
 
 
  Email: fax@prospectstreet.com  
   
pl@prospectstreet.com
 
   
tfowler@prospectstreet.com
 
   
grier@prospectstreet.com
 
   
jbarry@prospectstreet.com
 
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Exhibit G - Form of Assignment of Phase II KBC MSA
 
This ASSIGNMENT OF PHASE II KBC MSA (this “ Assignment ”) is made as of February 28, 2013, by CINEDIGM DC HOLDINGS, LLC (“ Assignor ”) in favor of PROSPECT CAPITAL CORPORATION (“ Prospect ”), as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”).
 
WHEREAS, pursuant to that certain Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”), among the Assignor, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as Administrative Agent and Collateral Agent, the Lenders have severally agreed to make extensions of credit to the Assignor upon the terms and conditions set forth therein.  Terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Term Loan Agreement;
 
WHEREAS, the Assignor is currently party to that certain Amended and Restated Management Services Agreement, dated as of February 28, 2013, between Assignor, as manager, and Access Digital Cinema Phase 2, B/AIX Corp. (the “ Contract ”);
 
WHEREAS, as a condition precedent to the making of Term Loans by the Lenders under the Term Loan Agreement, each Loan Party has executed and delivered to the Collateral Agent that certain Guaranty, Pledge, and Security Agreement dated as of February 28, 2013, made by and among each Loan Party and the Collateral Agent (the “ Security Agreement ”);
 
WHEREAS, under the terms of the Security Agreement, the Assignor has granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in, among other property, the Assignor’s right, title and interest in and to the Contract; and
 
WHEREAS, the Assignor desires to collaterally assign as security and grant a Lien in all of its right, title and interest in and to the Contract, and the Collateral Agent agrees to such assignment, in furtherance of the Assignor’s obtaining the financing pursuant to and under the Term Loan Agreement.
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Assignor, the parties hereby agree as follows:
 
Section 1.           Assignment of Contract .  The Assignor hereby collaterally assigns as security to, and grants a Lien upon and in favor of, the Collateral Agent, all of its right, title and interest in, to and under the Contract and all substitutions for, additions, attachments, accessions, products, proceeds, and insurance proceeds of all of the foregoing.  Said transfer is a present and unconditional assignment.
 
Section 2.           Estoppel .  The Assignor represents and warrants that (a) the Contract is in full force and effect and has not been modified, amended or assigned, (b) the Assignor is not in default under any of the terms, covenants or provisions of the Contract and knows of no event which constitutes, or with the passage of time or the giving of notice or both would constitute, an event of default under the Contract, (c) neither the Assignor nor any other party to the Contract
 
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
has commenced any action or given or received any notice for the purpose of terminating the Contract, and (d)  a true, correct and complete copy of the Contract has been delivered to the Collateral Agent.
 
Section 3.           Collateral Agent Not Obligated .  Notwithstanding any other provision of this Assignment to the contrary, the Assignor expressly acknowledges and agrees that Assignor shall continue to observe and perform all of the conditions and obligations contained in the Contract to be observed and performed by it, and that neither this Assignment, nor any action taken pursuant hereto, shall cause the Collateral Agent to be under any obligation or liability in any respect whatsoever to any party to the Contract or to any other Person for the observance or performance of any of the representations, warranties, conditions, covenants, agreements or terms therein contained.
 
Section 4.           Governing Law .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS ASSIGNMENT, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).
 
Section 5.           Jurisdiction; Venue; Service of Process; Jury Trial Waiver .  THIS ASSIGNMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN ARTICLE XII OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
 
Section 6.           Notices . All notices and other communications provided for herein shall be (i) in writing, (ii) delivered and deemed received in accordance with the procedures set forth in Section 11.02 of the Term Loan Agreement and (iii) addressed to the parties at the address, facsimile number or email address set forth on the signature pages hereto.  Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice to all of the other parties hereto in accordance with the foregoing.
 
Section 7.           Amendment . No amendment, waiver or consent under this Assignment shall be effective unless the same shall be executed in accordance with the provisions of Section 11.01 of the Term Loan Agreement which are incorporated herein by this reference, mutatis mutandis .
 
Section 8.           Successors and Assigns .  This Assignment shall be binding upon and inure to the benefit of the parties hereto, their successors, and assigns to the extent permitted by Section 11.06 of the Term Loan Agreement; provided , however , that Assignor may not assign, transfer, or delegate any of its rights or obligations under this Assignment without the prior written consent of the Collateral Agent and, in any event, any assignment, transfer, or delegation of Assignor’s rights or obligations under this Assignment shall be subject to the terms and provisions of the Term Loan Agreement.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Section 9.          Severability .  All provisions of this Assignment are severable, and the unenforceability or invalidity of any of the provisions of this Assignment shall not affect the validity or enforceability of the remaining provisions of this Assignment.  Should any part of this Assignment be held invalid or unenforceable in any jurisdiction, the invalid or unenforceable portion or portions shall be removed (and no more) only in that jurisdiction, and the remainder shall be enforced as fully as possible (removing the minimum amount possible) in that jurisdiction.  In lieu of such invalid or unenforceable provision, the parties hereto will negotiate in good faith to add as a part of this Assignment a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.
 
Section 10.         Headings .  Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Assignment.
 
Section 11.         Counterparts; Effectiveness .  THIS ASSIGNMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN SECTIONS 11.02(d) AND 11.10 OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
 
[Signatures pages follow.]

 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
IN WITNESS WHEREOF the undersigned have executed this Assignment as of the date first above written.
 
       
 
ASSIGNOR :
 
       
 
CINEDIGM DC HOLDINGS, LLC
 
       
 
By:
   
 
Name:
   
 
Title:
   
       
 
Address:
 
 
c/o Cinedigm Digital Cinema Corp.
 
 
902 Broadway
 
 
9th Floor
 
 
New York, NY 10010
 
 
Attention:  General Counsel
 
 
Facsimile No.:  212-206-9001
 
  Email: gloffredo@cinedigm.com  
   
amizel@cinedigm.com
 
   
jbrownson@cinedigm.com
 
       
 
COLLATERAL AGENT :
       
 
PROSPECT CAPITAL CORPORATION
 
       
 
By:
   
 
Name:
   
 
Title:
   
       
 
Address:
 
 
Prospect Capital Corporation
 
 
10 East 40 th Street, 44 th Floor
 
 
New York, New York 10016
 
 
Attention:  General Counsel and Theodore V. Fowler
 
  Facsimile No.:  212-448-9652  
  Email: 
fax@prospectstreet.com
 
    pl@prospectstreet.com  
    tfowler@prospectstreet.com  
    grier@prospectstreet.com  
   
jbarry@prospectstreet.com
 
 
 
 
 
 
 
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

Exhibit H - Form of Assignment of Phase II SocGen MSA

This ASSIGNMENT OF PHASE II SOCGEN MSA (this “ Assignment ”) is made as of February 28, 2013, by CINEDIGM DIGITAL CINEMA CORP., a Delaware corporation (the “ Assignor ”) in favor of CINEDIGM DC HOLDINGS, LLC, a Delaware limited liability company (the “ Assignee ”).

WHEREAS, pursuant to that certain Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”), among the Assignee, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect Capital Corporation, in its separate capacities as Administrative Agent and Collateral Agent, the Lenders have severally agreed to make extensions of credit to the Assignee upon the terms and conditions set forth therein.  Terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Term Loan Agreement;

WHEREAS, the Assignor is currently party to that certain Management Services Agreement, dated as of October 18, 2011, by and among Assignor, as administrative servicer, Cinedigm Digital Funding 2, LLC (“ CDF2LLC ”), and CDF2 Holdings, LLC (“ CDF2 Holdings ”, together with CDF2LLC, “ CDF2 ”) (the “ Contract ”); and

WHEREAS, pursuant to that certain Contribution and Assignment Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Contribution Agreement ”), between Assignor and Assignee, the Assignor has assigned to Assignee all of its respective right, title and interest in and to all fees due and payable from time to time to Assignor under the Contract.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Assignor, and to further effectuate the assignment of Assigned Rights (as that term is defined in the Contribution Agreement), the parties hereby agree as follows:

Section 1.           Assignment of Fees .  The Assignor hereby assigns to the Assignee all of its respective right, title and interest in all fees due and payable from time to time (including all Servicing Fees and Incentive Servicing Fees) to Assignor under the Contract and all products, proceeds, and insurance proceeds of all of the foregoing.  Said transfer is a present and unconditional assignment.

Section 2.           Pay Proceeds Instruction .   The Assignor agrees and instructs CDF2 that all monies from time to time owing or to become due to Assignor pursuant to the Contract are to be paid by CDF2, by wire transfer, without setoff or counterclaim, into the Borrower Collection Account.  This authority and instruction is coupled with an interest and may not be modified, terminated or revoked without the prior written consent of the Administrative Agent.  The Administrative Agent shall have the right to modify this authority and instruction by written notice to CDF2.

 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Section 3.           Estoppel .  The Assignor represents and warrants that (a) the Contract is in full force and effect and has not been modified, amended or assigned, (b) the Assignor is not in default under any of the terms, covenants or provisions of the Contract and knows of no event which constitutes, or with the passage of time or the giving of notice or both would constitute, an event of default under the Contract, (c) neither the Assignor nor any other party to the Contract has commenced any action or given or received any notice for the purpose of terminating the Contract, and (d)  a true, correct and complete copy of the Contract has been delivered to the Administrative Agent.

Section 4.          Assignee Not Obligated .  Notwithstanding any other provision of this Assignment to the contrary, Assignor expressly acknowledges and agrees that Assignor shall continue to observe and perform all of the conditions and obligations contained in the Contract to be observed and performed by it, and that neither this Assignment, nor any action taken pursuant hereto, shall cause the Assignee to be under any obligation or liability in any respect whatsoever to any party to the Contract or to any other Person for the observance or performance of any of the representations, warranties, conditions, covenants, agreements or terms therein contained.

Section 5.           Governing Law .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS ASSIGNMENT, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).

Section 6.           Jurisdiction; Venue; Service of Process; Jury Trial Waiver .  THIS ASSIGNMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN ARTICLE XII OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .

Section 7.           Notices . All notices and other communications provided for herein shall be (i) in writing, (ii) delivered and deemed received in accordance with the procedures set forth in Section 11.02 of the Term Loan Agreement and (iii) addressed to the parties at the address, facsimile number or email address set forth on the signature pages hereto.  Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice to all of the other parties hereto in accordance with the foregoing

Section 8.           Amendment . No amendment, waiver or consent under this Assignment shall be effective unless the same shall be executed in accordance with the provisions of Section 11.01 of the Term Loan Agreement which are incorporated herein by this reference, mutatis mutandis .

Section 9.           Successors and Assigns .  This Assignment shall be binding upon and inure to the benefit of the parties hereto, their successors, and assigns to the extent permitted by Section 11.06 of the Term Loan Agreement; provided, however, that Assignor may not assign,
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
transfer, or delegate any of its rights or obligations under this Assignment without the prior written consent of the Administrative Agent and, in any event, any assignment, transfer, or delegation of Assignor’s rights or obligations under this Assignment shall be subject to the terms and provisions of the Term Loan Agreement.

Section 10.         Severability .  All provisions of this Assignment are severable, and the unenforceability or invalidity of any of the provisions of this Assignment shall not affect the validity or enforceability of the remaining provisions of this Assignment.  Should any part of this Assignment be held invalid or unenforceable in any jurisdiction, the invalid or unenforceable portion or portions shall be removed (and no more) only in that jurisdiction, and the remainder shall be enforced as fully as possible (removing the minimum amount possible) in that jurisdiction.  In lieu of such invalid or unenforceable provision, the parties hereto will negotiate in good faith to add as a part of this Assignment a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.

Section 11.         Headings .  Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Assignment.

Section 12.         Counterparts; Effectiveness .  THIS ASSIGNMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN SECTIONS 11.02(d) AND 11.10 OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .

Section 13.         Third Party Beneficiary .  The Administrative Agent is an express third party beneficiary of the provisions hereof, with such provisions being enforceable by the Administrative Agent as against the Assignor in all respects.

[Signatures pages follow.]

 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
IN WITNESS WHEREOF the undersigned have executed this Assignment as of the date first above written.
 
 
ASSIGNOR :
 
       
 
CINEDIGM DIGITAL CINEMA CORP.
 
       
 
By:
   
 
Name:
   
 
Title:
   
       
 
Address:
 
 
902 Broadway
 
 
9th Floor
 
 
New York, NY 10010
 
 
Attention:  General Counsel
 
 
Facsimile No.:  212-206-9001/424-281-5401
 
  Email:   gloffredo@cinedigm.com  
   
amizel@cinedigm.com
 
   
jbrownson@cinedigm.com
 
       
  COLLATERAL AGENT :  
       
 
CINEDIGM DC HOLDINGS, LLC
 
       
 
By:
   
 
Name:
   
 
Title:
   
       
 
Address:
 
 
c/o Cinedigm Digital Cinema Corp.
 
 
902 Broadway
 
 
9th Floor
 
 
New York, NY 10010
 
 
Attention:  General Counsel
 
 
Facsimile No.:  212-206-9001
 
 
Email:   gloffredo@cinedigm.com
 
 

 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

Agreed to and Acknowledged by :
 
     
CINEDIGM DIGITAL FUNDING 2, LLC
 
     
By:
   
Name:
   
Title:
   
     
Address:
 
Address:
 
c/o Cinedigm Digital Cinema Corp.
 
902 Broadway
 
9th Floor
 
New York, NY 10010
 
Attention:  General Counsel
 
Facsimile No.:  212-206-9001
 
Email:  gloffredo@cinedigm.com  
  amizel@cinedigm.com  
  jbrownson@cinedigm.com  
     
CDF2 HOLDINGS, LLC
 
     
By:
   
Name:
   
Title:
   
     
Address:  
Address:
 
c/o Cinedigm Digital Cinema Corp.
 
902 Broadway
 
9th Floor
 
New York, NY 10010
 
Attention:  General Counsel
 
Facsimile No.:  212-206-9001
 
Email:  gloffredo@cinedigm.com  
  amizel@cinedigm.com  
  jbrownson@cinedigm.com  
 

 
 
 

CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

Exhibit I - Form of CDF1 Credit Agreement Assignment
 
This CDF1 CREDIT AGREEMENT ASSIGNMENT (this “ Assignment ”) is made as of February 28, 2013, by CINEDIGM DC HOLDINGS, LLC, a Delaware limited liability company (“ Assignor ”) in favor of PROSPECT CAPITAL CORPORATION, a Maryland corporation (“ Prospect ”).
 
WHEREAS, pursuant to that certain Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”), among the Assignor, as borrower (in such capacity, the “ Borrower ”), each Guarantor that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as Administrative Agent and Collateral Agent thereunder, the Lenders have severally agreed to make extensions of credit to the Assignor, in its capacity as Borrower, upon the terms and conditions set forth therein.  Terms used herein but not otherwise defined have the respective meanings ascribed to them in the Term Loan Agreement;
 
WHEREAS, as of or promptly after the Closing Date, the Assignor is purchasing an aggregate amount of outstanding “Term Loans” (as defined in the CDF1 Credit Agreement) in an aggregate principal amount equal to $5,000,000 from one or more “Lenders” (as defined in the Term Loan Agreement) at a purchase price of 99.75% of the aggregate face amount of such Term Loans under the CDF1 Credit Agreement (the “ CDF1 Investment ”);
 
WHEREAS, Prospect desires to set forth herein its individual rights as a Lender in relation to Assignor’s rights and obligations arising under the CDF1 Credit Agreement
 
WHEREAS, the Administrative Agent and the Collateral Agent wish to further effectuate the security interest that is being granted by the Assignor, as Borrower, in and to an all of its rights and obligations in the CDF1 Investment pursuant to the Security Agreement; and
 
WHEREAS, the Assignor desires to collaterally assign as security and grant a Lien in all of its right, title and interest in and to the CDF1
 
Investment arising under the CDF1 Credit Agreement and all of the “Loan Documents” (as defined in the CDF1 Credit Agreement) and all of its rights and obligations thereunder to the Collateral Agent and to afford Prospect certain rights therein and the Administrative Agent, the Collateral Agent and Prospect are amenable to the foregoing, in furtherance of the Assignor’s obtaining the financing pursuant to and under the Term Loan Agreement.
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Assignor, the parties hereby agree as follows:
 
Section 1.           Assignment of Interest; Certain Covenants .
 
 
(a)
The Assignor hereby collaterally assigns as security to, and grants a Lien upon and in favor of, the Collateral Agent, all of its right, title and interest in, to and under the CDF1 Investment arising under the CDF1 Credit Agreement and all of the “Loan Documents” (as defined in the CDF1 Credit Agreement) and all substitutions for, additions, attachments, accessions, products, proceeds, and insurance proceeds of the foregoing.  Said transfer is a present and unconditional assignment.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
(b)
The Assignor acknowledges that the purchase and maintenance of the CDF1 Investment is for the benefit of the Administrative Agent, the Lenders and other Secured Parties under the Term Loan Agreement, including, without limitation, Prospect, in its individual capacity as a Lender.
 
 
(c)
Until all of the Obligations are paid and discharged in full (other than Unasserted Contingent Obligations), the Assignor hereby (x) agrees that Prospect shall have, and hereby irrevocably grants to Prospect, each of the following rights in relation to the CDF1 Credit Agreement and all of the “Loan Documents” (as defined in the CDF1 Credit Agreement) (all capitalized terms used below that are in closed quotes (i.e., “___”) that are not otherwise expressly defined elsewhere herein shall be used in this Section 1(c) as any such term is defined in the CDF1 Credit Agreement) and (y) covenants and agrees that:
 
 
(i)
Without the prior written consent of Prospect, to be exercised in its sole discretion, the Assignor may not exercise any right granted to an “Affiliate Purchaser”, a “Related Purchaser”, or a “Lender” under the CDF1 Credit Agreement or any of the other “Loan Documents” or any other right relating to or arising from the CDF1 Investment in any respect.
 
 
(ii)
Without the prior written consent of Prospect to be exercised in its sole discretion, the Assignor shall not exercise any right it may have to purchase any or all of the “Obligations” pursuant to Section 9.3 of the CDF1 Credit Agreement or any other provision in the CDF1 Credit Agreement or any of the other “Loan Documents”.
 
 
(iii)
To the extent the Assignor is permitted pursuant to, and in accordance with, Section 9.3 of the CDF1 Credit Agreement (or any other provision in the CDF1 Credit Agreement or any of the other “Loan Documents”) to purchase any or all of the “Obligations” outstanding under the CDF1 Credit Agreement, immediately upon receipt of written instructions from Prospect, the Assignor shall purchase that portion of the “Obligations” outstanding under the CDF1 Credit Agreement specified in such instruction received from Prospect, and as directed by Prospect, and in accordance with the provisions of Section 9.3 of the CDF1 Credit Agreement (or any other applicable provisions) in all respects, including to purchase an aggregate amount of the “Obligations” as directed by Prospect in its sole discretion, subject to Prospect providing funds to the Assignor in an amount sufficient to make any such purchase.
 
 
(iv)
In furtherance of the foregoing, upon receipt of Prospect’s written instructions, the Assignor agrees that it will cause the notice to exercise the purchase option described in Section 9.3(a) of the CDF1 Credit Agreement to be submitted to the “Administrative Agent” and the “Borrower” under the CDF1 Credit Agreement, promptly and, in any event, in the time frame for delivery of such notice set forth in Section 9.3(b) of the CDF1 Credit Agreement.  Subject to receiving the funds referred to in Section 1(c)(iii) , the Assignor will cause the purchase of the “Obligations” to occur as promptly as practicable and, in any
 
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
   
event, within the period that (1) begins on the date that is five (5) Business Days after the first to occur of (x) the date of the acceleration of the final maturity of the “Term Loans”, (y) the occurrence of the “Maturity Date”, or (z) the occurrence of an “Insolvency” or “Liquidation Proceeding” with respect to a “Loan Party” which constitutes an “Event of Default” (in each case, so long as the acceleration, failure to pay amounts due on the “Maturity Date” or such “Insolvency or Liquidation Proceeding” constituting an “Event of Default” has not been rescinded or cured within such five (5) “Business Day” period, and so long as any unpaid amounts constituting “Obligations” remain owing); provided that if there is any failure to meet the condition described in the proviso of Section 9.3, clause (a) of the CDF1 Credit Agreement, the aforementioned date shall be extended until the first date upon which such condition is satisfied, and (2) ends on the 20th “Business Day” after the start of the period described in clause (1) above (it being understood and agreed that the delivery of any notice of exercise pursuant to Section 9.3(b) of the CDF1 Credit Agreement within such 20 “Business Day” period shall constitute an exercise of the option and that the Assignor, as “Affiliate Purchaser”, shall have a reasonable period of time beyond the 20 “Business Day” period described in this clause (2) to execute and deliver documentation effectuating such option exercise); provided , however , that the Assignor will, in all cases, cause to be executed and delivered all documentation to effectuate such option exercise to be executed and delivered immediately and to use its best efforts to cause all other Persons to execute such documents as promptly as possible and, in any event, within the time periods provided for above.
 
 
(v)
The period of time beginning immediately after the consummation of the exercise of the purchase option by the Assignor set forth in Section 9.3 of the CDF1 Credit Agreement (or any other applicable provision of any other “Loan Document”), after which, the Assignor will own all of the “Obligations” arising under the CDF1 Credit Agreement and the “Loan Documents” (the “ Assignor’s Purchased Interest ”), until such time as any further assignment may be consummated under Section 1(vi) below, is referred to herein as the “ Assignor Ownership Period ”.  The Assignor agrees that, during the Assignor Ownership Period, it may not assign, sell, dispose of, or otherwise transfer all or any part of the Assignor’s Purchased Interest to any Person, other than as expressly permitted pursuant to Section 1(vi) below or as consented to by Prospect in writing in its sole discretion.
 
 
(vi)
At any time after the consummation of the exercise of the purchase option by the Assignor set forth in Section 9.3 of the CDF1 Credit Agreement (or any other applicable provision of any other “Loan Document”), the Assignor agrees to promptly consummate a further assignment by the Assignor as the “Affiliate Purchaser” of the “Obligations” to Prospect or any of its Affiliates, for all or any portion of such “Obligations” as Prospect directs to the Assignor in writing in its sole discretion, in accordance with the provisions of the CDF1 Credit Agreement.  If such a further assignment to Prospect is consummated, any funds
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
 
made available to Assignor by Prospect under this Assignment shall be deemed to be fully paid and discharged upon consummation of such further assignment.
 
 
(vii)
At any time during the Assignor Ownership Period, the Assignor agrees, upon the written request of Prospect, to execute and deliver any documents that are necessary to implement for the account of Prospect a credit bid of the “Obligations” in any “Insolvency or Liquidation Proceeding” or in any other foreclosure or similar proceeding in any applicable jurisdiction (each, a “ Credit Bid ”), and to take such other actions as may be reasonably directed or requested by Prospect in furtherance of each such Credit Bid.  In furtherance of the foregoing, the Assignor shall take direction from Prospect as to the amount and terms of any Credit Bid and will not vote or take any other actions in relation to any Credit Bid other than as directed by Prospect.
 
 
(viii)
At any time during the Assignor Ownership Period, in the event there is an “Insolvency or Liquidation Proceeding” before a U.S. bankruptcy court of any applicable jurisdiction (each, a “ Bankruptcy Court ”) and any such Bankruptcy Court enters an order approving a Sale under Section 363 of Title 11 of the United States Code entitled “Bankruptcy”, as now or hereafter in effect, or any successor statute (the “ Bankruptcy Code ”) to Prospect, the Assignor agrees to vote for and support any such Sale and to comply with the provisions in clause (vii) above regarding a Credit Bid if any such Credit Bid is a component of any such Sale to Prospect.
 
 
(ix)
If, at any time during the Assignor Ownership Period, in any “Insolvency or Liquidation Proceeding”, Prospect consents to the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “ Cash Collateral ”), on which the Assignor has a Lien after the exercise of the purchase option pursuant to Section 9.3 of the CDF1 Credit Agreement, or to permit any of the “Loan Parties” to obtain financing provided by Prospect or any other Person approved by it in writing under Section 364 of the Bankruptcy Code or any similar Applicable Law (such financing, together with any Cash Collateral use, collectively a “ DIP Financing ”), then the Assignor agrees that it will consent to such Cash Collateral use and raise no objection to such DIP Financing and to the extent the Liens securing the “Obligations” are discharged, subordinated to or pari passu with such DIP Financing, the Assignor will subordinate its Liens in the “Collateral” to the Liens securing such DIP Financing.  The Assignor agrees that it shall not, directly or indirectly, (x) provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the “Obligations”, or (y) request or accept any form of adequate protection or any other relief except as directed in writing by Prospect in its sole discretion.
 
 
(x)
The Assignor agrees that, during the Assignor Ownership Period, in addition to, and not in limitation of, the Assignor’s agreement to observe the covenants described in Sections 1(vii) through (ix) above, it will take no other actions whatsoever in relation to the CDF1 Interest without the express prior written
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
consent of Prospect and will take any actions as directed by Prospect at any time.
 
 
(xi)
The Assignor hereby agrees that neither the Assignor nor any of its Subsidiaries will take any action that would restrain, hinder, limit, delay, or otherwise interfere with any of the rights afforded to Prospect hereunder.
 
 
(xii)
The Assignor hereby agrees that it will immediately deliver to Prospect any and all notices delivered to the Assignor as a Lender under the CDF1 Credit Agreement (or any “Loan Document”) including, without limitation, any notices of default or acceleration delivered thereunder.
 
Section 2.          Effect in an Insolvency or Liquidation Proceeding .  This Agreement shall be applicable both before and after the commencement of any “Insolvency or Liquidation Proceeding” (used herein as defined in the CDF1 Credit Agreement) and all converted or succeeding cases in respect thereof.  The rights of Prospect shall continue after the commencement of any Insolvency or Liquidation Proceeding.  Accordingly, the provisions of this Agreement are intended to be and shall be enforceable as a subordination agreement within the meaning of Section 510 of the Bankruptcy Code.
 
Section 3.         Pay Proceeds Instruction .   The Assignor agrees that until all Obligations are paid and discharged in full (other than Unasserted Contingent Obligations), all payments of principal and interest on the CDF1 Investment from time to time owing or to become due to Assignor, including without limitation, the CDF1 Facility Participation Receipts, pursuant to the CDF1 Credit Agreement are to be paid by the Assignor, by wire transfer, without setoff or counterclaim, into the Borrower Collection Account.  This authority and instruction is coupled with an interest and may not be modified, terminated or revoked without the prior written consent of the Administrative Agent.  The Administrative Agent shall have the right to modify this authority and instruction by written notice to the Assignor.
 
Section 4.          Estoppel .  The Assignor represents and warrants that (a) the CDF1 Credit Agreement is in full force and effect and has not been modified, amended or assigned, (b) the Assignor is not in default under any of the terms, covenants or provisions of the CDF1 Credit Agreement and knows of no existing event which constitutes, or with the passage of time or the giving of notice or both would constitute, an event of default under the CDF1 Credit Agreement, (c) neither the Assignor nor any party to the CDF1 Credit Agreement has commenced any action or given or received any notice for the purpose of terminating the CDF1 Credit Agreement, and (d)  a true, correct and complete copy of the CDF1 Credit Agreement has been delivered to the Administrative Agent.
 
Section 5.          Administrative Agent Not Obligated .  Notwithstanding any other provision of this Assignment to the contrary, the Assignor expressly acknowledges and agrees that Assignor shall continue to observe and perform all of the conditions and obligations contained in the CDF1 Credit Agreement to be observed and performed by it, and that neither this Assignment, nor any action taken pursuant hereto (other than a further assignment to Prospect under Section 1(c)(vi)) , shall cause the Administrative Agent to be under any obligation or liability in any respect whatsoever to any party to the CDF1 Credit Agreement or to any other
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Person for the observance or performance of any of the representations, warranties, conditions, covenants, agreements or terms therein contained.
 
Section 6.          Governing Law .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS ASSIGNMENT, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).
 
Section 7.           Jurisdiction; Venue; Service of Process; Jury Trial Waiver .  THIS ASSIGNMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN ARTICLE XII OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
 
Section 8.           Notices . All notices and other communications provided for herein shall be (i) in writing, (ii) delivered and deemed received in accordance with the procedures set forth in Section 11.02 of the Term Loan Agreement and (iii) addressed to the parties at the address, facsimile number or email address set forth in Section 11.02 of the Term Loan Agreement.  Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice to all of the other parties hereto in accordance with the foregoing.
 
Section 9.           Amendment .  Subject to the terms and conditions of the Term Loan Agreement, this Assignment, and any provisions hereof, may only be amended, supplemented, waived, or otherwise modified, with the prior written consent of each of the Assignor, Prospect, the Administrative Agent and the Collateral Agent, by an agreement in writing signed by the party against whom enforcement thereof is sought.
 
Section 10.        Successors and Assigns .  All of the terms of this Assignment shall apply to, be binding upon and inure to the benefit of the parties thereto, their successors, assigns, heirs and legal representatives to the extent permitted under the Term Loan Agreement, and all other Persons claiming by, through or under them.  Notwithstanding the foregoing, the Assignor shall not assign any of its rights or obligations under this Assignment without the prior written consent of the Administrative Agent.
 
Section 11.        Severability .  All provisions of this Assignment are severable, and the unenforceability or invalidity of any of the provisions of this Assignment shall not affect the validity or enforceability of the remaining provisions of this Assignment.  Should any part of this Assignment be held invalid or unenforceable in any jurisdiction, the invalid or unenforceable portion or portions shall be removed (and no more) only in that jurisdiction, and the remainder shall be enforced as fully as possible (removing the minimum amount possible) in that jurisdiction.  In lieu of such invalid or unenforceable provision, the parties hereto will negotiate in good faith to add as a part of this Assignment a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Section 12.         Headings .  Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Assignment.
 
Section 13.         Counterparts; Effectiveness .  THIS ASSIGNMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN SECTIONS 11.02(d) AND 11.10 OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
 
[Signatures page follows.]

 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
IN WITNESS WHEREOF the undersigned have executed this Assignment as of the date first above written.
 
  “ASSIGNOR” :
       
  CINEDIGM DC HOLDINGS, LLC
       
 
By:
   
 
Name:
   
 
Title:
   
       
  Accepted and Agreed:
       
  PROSPECT CAPITAL CORPORATION ,
       
  As “Prospect”, “Administrative Agent” and “Collateral Agent”
       
 
By:
   
  Name:    
 
Title:
   

 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Exhibit J – Form of Compliance Certificate
 
[on Borrower letterhead]
 
To:           Prospect Capital Corporation
10 East 40th Street, 44th Floor
New York, New York 10016
Attn:  General Counsel and Theodore V. Fowler
 
Re:           Compliance Certificate dated ____________  __, 20__
 
Ladies and Gentlemen:
 
Reference is made to that that certain Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”), among Cinedigm DC Holdings, LLC (the “ Borrower ”), Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect Capital Corporation, in its separate capacities as Administrative Agent and Collateral Agent.  Terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Term Loan Agreement.
 
(a) Pursuant to Section 7.01(d) of the Term Loan Agreement, the undersigned Authorized Officer of Borrower hereby certifies with respect to the Borrower as of the date hereof that:
 
1.         Attached hereto as   Schedule 1 are the [quarterly/annual] financial reports as required by [Section 7.01(b)/Section 7.01(c) of the Term Loan Agreement] , which present fairly in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP at the respective dates of such information and for the respective periods covered thereby, subject in the case of unaudited financial information, to changes resulting from normal year-end audit adjustments and to the absence of footnotes, [as well as copies of each management letter, audit report or similar letter or report received by any Loan Party from any independent registered certified public accountant (including the Accountants) in connection with such Financial Statements or any audit thereof.] 8
 
2.        No Default or Event of Default has occurred and is continuing except as set forth on Schedule 2 attached hereto, which specifies the details of such Default or Event of Default and the actions taken or to be taken with respect thereto.
 
3.        Except as set forth on Schedule 3 attached hereto, there has been no change in the identity of the Subsidiaries as at the end of such Fiscal Year or period, as the case may be, from the Subsidiaries listed on Schedule 6.07 to the Term Loan Agreement, or from the most recently delivered Compliance Certificate, as applicable.
 
8
To be included with delivery of annual reports as required by Section 7.01(h) of the Term Loan Agreement.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
4.        [Attached hereto as Schedule 4 is an updated Schedule 6.13 to the Term Loan Agreement, setting forth any updates since delivery of the prior Compliance Certificate.] 9
 
5.        [Attached hereto as Schedule 5 is an updated Schedule 6.17 to the Term Loan Agreement, setting forth any updates since delivery of the prior Compliance Certificate.] 10
 
6.         Set forth on Schedule 6 attached hereto is a written supplement, substantially in the form of Schedules [1-5], as applicable, to the Security Agreement with respect to any additional assets and property acquired by any Loan Party since delivery of the prior Compliance Certificate.
 
7.        Set forth on Schedule 7 attached hereto is a summary in reasonable detail of the amount of Capital Expenditures as of the end of such fiscal period and any amounts paid by the Parent for Capital Expenditures.
 
8.        Set forth on Schedule 8 attached hereto is a list of all Installed Digital Systems and the location of the same.
 
9.        Set forth on Schedule 9 attached hereto is a summary calculation in reasonable detail as to Excess Cash Flow for such period.
 
(b) Pursuant to Section 7.01(e) of the Term Loan Agreement, the undersigned Authorized Officer of Borrower hereby certifies with respect to the Borrower as of the date hereof that:
 
 1.       The last Corporate Chart delivered [in a previous Compliance Certificate] is correct and complete as of the date of such Compliance Certificate [ or ] The Corporate Chart set forth on Schedule 10 attached hereto is correct and complete as of the date of such Compliance Certificate,
 
2.        The Loan Parties have delivered all documents (including updated schedules as to locations of Collateral and acquisition of Intellectual Property or real property) they are required to deliver pursuant to any Loan Document on or prior to the date of delivery of this Compliance Certificate.
 
3.        Complete and correct copies of all documents modifying any term of any Constituent Document of any Loan Party or joint venture thereof on or prior to the date of delivery of this Compliance Certificate have been delivered to the Administrative Agent [ or ] Attached hereto as Schedule 11 are true and correct copies of all documents modifying any term of any Constituent Document of any Loan Party or joint venture thereof on or prior to the date of delivery of this Compliance Certificate.
 
(c) Pursuant to Section 7.01(g) of the Term Loan Agreement, the undersigned Authorized Officer of Borrower hereby certifies with respect to the Borrower as of the date hereof that:
 
1.           Set forth on Schedule 12 attached hereto is a discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for the portion of the Fiscal Year then elapsed and a discussion of the reasons for any significant variations from the Budget for such period and the figures for the corresponding period in the previous Fiscal Year.
 
9
To be included if applicable.
10
To be included if applicable.
 
[Signature page follows.]
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
IN WITNESS WHEREOF , this Compliance Certificate is executed by the undersigned as of the date first above written.
 
   
 
 
 
Name:
   
 
Title:
Chief Financial Officer
 
   
Cinedigm DC Holdings, LLC
 
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SCHEDULE 1

Financial Reports
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

SCHEDULE 2

Default or Event of Default
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SCHEDULE 3

Subsidiaries
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
[SCHEDULE 4
 
Updated Schedule 6.13 to the Term Loan Agreement ] 11
 
 
11
To be included if applicable.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
[ SCHEDULE 5
 
Updated Schedule 6.17 to the Term Loan Agreement] 12
 
 
12
To be included if applicable.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SCHEDULE 6

Written Supplement to Security Agreement
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SCHEDULE 7
 
Capital Expenditures
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SCHEDULE 8
 
Installed Digital Systems
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SCHEDULE 9
 
Calculation of Excess Cash Flow
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
[ SCHEDULE 10
 
Corporate Chart ] 13
 
 
13
To be included if necessary.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
[ SCHEDULE 11

Modified Constituent Documents ] 14
 
 
14
To be included if necessary.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SCHEDULE 12

Discussion and Analysis of Financial Condition

 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Exhibit K – Form of Distributor Lockbox Collateral Agency Agreement Instruction
 
February ___, 2013
 
Union Bank, N.A., as Collateral
Agent 120 South San Pedro Street, Suite 400
MC4-102-080
Los Angeles, CA 90012
Facsimile: 213-972-5694
Telephone: 213-972-5674
E-mail:  Alison.braunstein@unionbank.com
Attention:  Corporate Trust Department
 
 
Re:
Collateral Agency Agreement dated as of April 24, 2012, by and among Union Bank, N.A., as Collateral Agent, Access Digital Cinema Phase 2, Corp. (“ADCP2”), Access Digital Cinema Phase 2 B/AIX Corp., Cinedigm Digital Cinema Corp., Société Générale, New York Branch, as collateral agent and administrative agent under the Senior Credit Documents, Société Générale, New York Branch, as collateral agent under the Lease Security Agreement, the Initial VPF Creditor and the Additional VPF Creditors party thereto (as amended, modified or supplemented from time to time, the “ Collateral Agency Agreement ”).
 
Ladies and Gentlemen:
 
We acknowledge that we have received a copy of the Collateral Agency Agreement and we refer to Section 12 of the Collateral Agency Agreement.  Capitalized terms used herein and not defined herein shall have the meaning provided in the Collateral Agency Agreement.
 
We hereby advise you that we are Prospect Capital Corporation, a Maryland Corporation (“ Prospect ”) (that shall be an “ Additional VPF Creditor ” for purposes of the Collateral Agency Agreement) in connection with that certain Term Loan Agreement (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time) dated as of February [  ], 2013 among Cinedigm DC Holdings, LLC, as Borrower, Access Digital Media, Inc., ADCP2 and the other Subsidiaries (as defined therein) of the Borrower that are Guarantors (as defined therein) or become Guarantors thereunder, the lenders from time to time party thereto, Prospect, as administrative agent for the lenders, and Prospect, as collateral agent for the Secured Parties (as defined therein) (and which shall be an “ Additional VPF Creditor Agreement ” for purposes of the Collateral Agency Agreement).  Upon your receipt of this Joinder Agreement, we agree to be bound by the terms and conditions set forth in the Collateral Agency Agreement.
 
In consideration of the foregoing, we hereby represent and warrant to the Collateral Agent and the other Creditor Parties that:
 
(a)           We are the exclusive legal and beneficial owners of all of the Additional VPF Creditor Secured Obligations;
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(b)           The execution, delivery and performance of this Joinder Agreement is within our powers, has been duly authorized, and does not contravene any law, any provision of any of the Additional VPF Creditor Documents or any agreement to which we are a party or by which we are bound;
 
(c)           This Joinder Agreement constitutes our legal, valid and binding obligation, enforceable against us in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity; and
 
(d)           Attached hereto as Annex I is a true, correct and complete list of all agreements, certificates and other documents evidencing the Additional VPF Creditor Secured Obligations owing to it and the Additional VPF Creditor Collateral granted to secure such Additional VPF Creditor Secured Obligations.
 
In consideration of the foregoing, we further:
 
(i)           designate the Collateral Agent to act as specified in the Collateral Agency Agreement and as our nominee and agent under the Additional VPF Creditor Documents and the Blocked Account Agreement as, and to the extent, set forth in the Collateral Agency Agreement; and
 
(ii)           accept and acknowledge the terms of the Collateral Agency Agreement applicable to us as an Additional VPF Creditor and a Creditor Party and agree to be bound by the terms of the Collateral Agency Agreement applicable to Additional VPF Creditors and Creditor Parties, with all the rights and obligations of an Additional VPF Creditor and a Creditor Party thereunder and bound by all the provisions thereof, including Section 3(b) of the Collateral Agency Agreement, as fully as if it had been a Creditor Party on the effective date of the Collateral Agency Agreement.
 
Delivery of an executed counterpart of a signature page of this Joinder Agreement by telecopy (by e-mail of a PDF or similar electronic image file) shall be effective as delivery of a manually executed counterpart of this Joinder Agreement.
 
[signature page follows]
 
 
 
 

CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
IN WITNESS WHEREOF, the undersigned has caused this Joinder to be duly executed by its proper officer hereunto duly authorized.
 
 
PROSPECT CAPITAL CORPORATION
 
       
 
By:
   
   
Name:
 
 
   
Title:
 
 
 
 
Address:
 
 
   
 
 
 
Facsimile:
 
 
 
Telephone:
 
 
 
E-mail:
 
 
 
Attention:
 
 
 
Acknowledged and Agreed:
 
Union Bank, N.A ., as Collateral Agent
 
By:
   
 
Name:
   
 
Title:
   
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Annex I

[To come.]

 
 
 

CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
February 25, 2013
 
KBC Bank N.V.
Pres. Kennedypark 31C
8500 Kortrijk
Belgium
Facsimile: 0032 56 266 901
Attention:  Geert Nimmegeers
Relationship Manager
 
 
Re:
Collateral Agency Agreement dated as of April 24, 2012, by and among Union Bank, N.A., as Collateral Agent, Access Digital Cinema Phase 2, Corp. (“ ADCP2 ”), Access Digital Cinema Phase 2, B/AIX Corp., (“ B/AIX ”),  Cinedigm Digital Cinema, Corp., Société Générale, New York Branch, as collateral agent and administrative agent under the Senior Credit Documents, Société Générale, New York Branch, as collateral agent under the Lease Security Agreement, KBC Bank N.V. as the Initial VPF Creditor and the Additional VPF Creditors party thereto (as amended, modified or supplemented from time to time, the “ Collateral Agency Agreement ”).

Dear Geert:

Reference is made to Collateral Agency Agreement.  Capitalized terms used herein and not defined herein shall have the respective meanings set forth in the Collateral Agency Agreement.
 
Pursuant to paragraph 12 of the Collateral Agency Agreement, as a condition to any Additional VPF Creditor Collateral being subject to the terms of Collateral Agency Agreement ADCP2 shall provide each Creditor Party with written notice thereof.
 
In accordance with the Collateral Agency Agreement, you are hereby notified that ADCP2 will be party to the Term Loan Agreement to be dated on or around February 28, 2013 with Cinedigm DC Holdings, LLC, as Borrower, Access Digital Media, Inc., and the other Subsidiaries (as defined therein) of the Borrower that are Guarantors (as defined therein) or become Guarantors thereunder, the lenders from time to time party thereto, Prospect Capital Corporation (“Prospect”), as administrative agent for the lenders, and Prospect, as collateral agent for the Secured Parties (as defined therein) , and in connection therewith, Prospect shall execute and deliver a Joinder Agreement to the Collateral Agent dated on or around February 28, 2013. We respectfully request that you waive the requirement set forth in Section 12(a) of the Collateral Agency Agreement that thirty (30) days’ prior written notice be given to each Creditor Party of such proposed actions by signing below.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
IN WITNESS WHEREOF, this notice has been executed as of the date and year first above written.
 
  ACCESS DIGITAL CINEMA PHASE 2, CORP.  
       
 
By:
   
  Name:
Gary S. Loffredo
 
  Title:
President
 
       
  KBC BANK N.V.  
       
 
By:
   
 
Name:
   
 
Title:
   
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

February 25, 2013
 
Société Générale, New York Branch,
as Collateral Agent and Administrative Agent
1221 Avenue of the Americas
New York, NY 10020
Attention: Richard O. Knowlton, Managing Director
 
 
Re:
Collateral Agency Agreement dated as of April 24, 2012, by and among Union Bank, N.A., as Collateral Agent, Access Digital Cinema Phase 2, Corp. (“ ADCP2 ”), Access Digital Cinema Phase 2, B/AIX Corp., (“ B/AIX ”),  Cinedigm Digital Cinema, Corp., Société Générale, New York Branch, as collateral agent and administrative agent under the Senior Credit Documents, Société Générale, New York Branch, as collateral agent under the Lease Security Agreement, KBC Bank N.V. as the Initial VPF Creditor and the Additional VPF Creditors party thereto (as amended, modified or supplemented from time to time, the “ Collateral Agency Agreement ”).

Dear Richard:

Reference is made to Collateral Agency Agreement.  Capitalized terms used herein and not defined herein shall have the respective meanings set forth in the Collateral Agency Agreement.
 
Pursuant to paragraph 12 of the Collateral Agency Agreement, as a condition to any Additional VPF Creditor Collateral being subject to the terms of Collateral Agency Agreement ADCP2 shall provide each Creditor Party with written notice thereof.
 
In accordance with the Collateral Agency Agreement, you are hereby notified that ADCP2 will be party to the Term Loan Agreement to be dated on or around February 28, 2013 with Cinedigm DC Holdings, LLC, as Borrower, Access Digital Media, Inc., and the other Subsidiaries (as defined therein) of the Borrower that are Guarantors (as defined therein) or become Guarantors thereunder, the lenders from time to time party thereto, Prospect Capital Corporation (“ Prospect ”), as administrative agent for the lenders, and Prospect, as collateral
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
agent for the Secured Parties (as defined therein) , and in connection therewith, Prospect shall execute and deliver a Joinder Agreement to the Collateral Agent dated on or around February 28, 2013. We respectfully request that you waive the requirement set forth in Section 12(a) of the Collateral Agency Agreement that thirty (30) days’ prior written notice be given to each Creditor Party of such proposed actions by signing below.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
IN WITNESS WHEREOF, this notice has been executed as of the date and year first above written.
 
 
ACCESS DIGITAL CINEMA PHASE 2, CORP.
 
       
 
By:
   
  Name:
Gary S. Loffredo
 
  Title:
President
 
       
 
SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH
 
       
 
By:
   
 
Name:
Richard O. Knowlton  
 
Title:
Managing Director  
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
February 25, 2013
 
Union Bank, N.A., as Collateral Agent
120 South San Pedro Street, Suite 400
MC4-102-080
Los Angeles, CA 90012
Facsimile: 213-972-5694
E-mail: Alison.braunstein@unionbank.com
Attention: Corporate Trust Department
 
 
 
Re:
Collateral Agency Agreement dated as of April 24, 2012, by and among Union Bank, N.A., as Collateral Agent, Access Digital Cinema Phase 2, Corp. (“ ADCP2 ”), Access Digital Cinema Phase 2, B/AIX Corp., (“ B/AIX ”),  Cinedigm Digital Cinema, Corp., Société Générale, New York Branch, as collateral agent and administrative agent under the Senior Credit Documents, Société Générale, New York Branch, as collateral agent under the Lease Security Agreement, KBC Bank N.V. as the Initial VPF Creditor and the Additional VPF Creditors party thereto (as amended, modified or supplemented from time to time, the “ Collateral Agency Agreement ”).

Dear Ms. Braunstein:

Reference is made to Collateral Agency Agreement.  Capitalized terms used herein and not defined herein shall have the respective meanings set forth in the Collateral Agency Agreement.
 
Pursuant to paragraph 12 of the Collateral Agency Agreement, as a condition to any Additional VPF Creditor Collateral being subject to the terms of Collateral Agency Agreement ADCP2 shall provide each Creditor Party with written notice thereof.
 
In accordance with the Collateral Agency Agreement, you are hereby notified that ADCP2 will be party to the Term Loan Agreement to be dated on or around February 28, 2013 with Cinedigm DC Holdings, LLC, as Borrower, Access Digital Media, Inc., and the other Subsidiaries (as defined therein) of the Borrower that are Guarantors (as defined therein) or become Guarantors thereunder, the lenders from time to time party thereto, Prospect Capital
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Corporation (“ Prospect ”), as administrative agent for the lenders, and Prospect, as collateral agent for the Secured Parties (as defined therein) , and in connection therewith, Prospect shall execute and deliver a Joinder Agreement to the Collateral Agent dated on or around February 28, 2013. We respectfully request that you waive the requirement set forth in Section 12(a) of the Collateral Agency Agreement that thirty (30) days’ prior written notice be given to each Creditor Party of such proposed actions by signing below.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
IN WITNESS WHEREOF, this notice has been executed as of the date and year first above written.
 
  ACCESS DIGITAL CINEMA PHASE 2, CORP.  
       
 
By:
   
 
Name: Gary S. Loffredo
 
 
Title: President
 
     
  UNION BANK, N.A  
     
 
By:
 
 
 
Name:
 
 
Title:
 

 
 
 

CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
EXHIBIT L – FORM OF GENERAL SERVICES AGREEMENT
 
This General Services Agreement (this “ Agreement ”), is made and entered as of February 28, 2013, (the “ Effective Date ”) by and between CINEDIGM DIGITAL CINEMA CORP., a Delaware corporation (the “ Service Provider ”), and CINEDIGM DC HOLDINGS, LLC, a Delaware limited liability company (the “ Company ”).
 
WHEREAS, upon the terms and conditions hereinafter set forth, the Company desires to retain the Service Provider to provide certain management services and the Service Provider is willing to undertake such obligations.
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
 
 
Appointment .  As of the Effective Date, the Company hereby engages the Service Provider, and the Service Provider hereby agrees, upon the terms and subject to the conditions set forth herein, to provide, or cause any of its Affiliates to provide, the services to the Company as described in Section 3 hereof.  For purposes of this Agreement, an “ Affiliate ” of any specified Person is a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified, and a “ Person ” means any individual, corporation, company, partnership, trust or other entity.
 
 
Term .
The term of this Agreement (the “ Term ”) shall be for an initial term expiring eight (8) years after the Effective Date; provided , however , that this Agreement and the Company's engagement of the Service Provider hereunder may be terminated at any time following the date hereof upon mutual agreement of the Company and the Service Provider, provided, further, however, that prior to the discharge in full of all of the Company’s obligations with respect to the Prospect Loan Documents, this Agreement may not be terminated without  the prior written consent of Administrative Agent, in its sole discretion.  For purposes of this Agreement, the  “ Prospect Loan Documents, ” means (i) that certain Term Loan Agreement (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time) (the “ Term Loan Agreement ”) dated as of February 28, 2013 among the Company, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”) and as collateral agent for the Secured Parties, and (ii) the other Loan Documents.  Terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Term Loan Agreement.  The Term shall be renewed automatically for additional one-year terms thereafter unless the Service Provider or the Company shall give notice in writing within sixty (60) days before the expiration of the initial term or any one-year renewal thereof of its desire to terminate this Agreement.  Notwithstanding anything in this Agreement to the contrary, (a) the provisions of Section 4 and Section 7 shall survive the termination or expiration of this Agreement and (b) no termination or expiration of this Agreement, whether pursuant to this Section 0 or otherwise, will affect the Company's duty to pay any fees
 
 
2
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
accrued, or reimburse any cost or expense incurred, pursuant to the terms of this Agreement prior to the effective date of that termination.
 
 
Duties of the Service Provider .
 
 
Services; Transfer of Personnel . The Service Provider or any of its Affiliates shall provide the Company with the following services in connection with the deployment of digital systems and the collection and distribution of revenues earned in connection therewith including without limitation, origination of new non-US Phase II deployments of digital systems with partners and on terms acceptable to the Company (the “ Services ”): general administrative, supervisory, legal, accounting and financial services; human resources management; insurance management; other corporate, operational and management services; and training and assistance in connection with the foregoing.  The Company shall use the Services of the Service Provider or any of its Affiliates and the Service Provider shall make itself or any of its Affiliates available for the performance of the Services upon reasonable notice. The Service Provider or any of its Affiliates, as applicable, shall perform the Services at the times and places reasonably requested by the Company to meet the needs and requirements of the Company. Within 30 days of the Effective Date, the Service Provider will transfer (the “ Transfer ”)  to the Company, and the Company will employ, supervise, pay and assume all legal and tax responsibilities arising out of the employment of, all members of the Service Provider’s operational staff whose responsibilities and activities as of the date of the Transfer relate solely to the conduct of the business (the “ Servicing Business ”) of providing to owners of digital cinema projection systems (“ Digital Systems ”) management, accounting, technical and operational support required to support the management and operation of Digital Systems, including without limitation (i) administering, servicing and enforcing rights in respect of agreements with distributors of motion pictures and agreements with exhibitors who license Digital Systems and related software in connection with the exhibition of motion pictures on Digital Systems, (ii) monitoring and enforcing rights and obligations in respect of the Digital Systems, including, without limitation, the right to require such an exhibitor to enter into a maintenance agreement with a maintenance servicer, and any right to require such an exhibitor to maintain Digital Systems in good order and repair, (iii) performing and administering all cash management, reporting and accounting obligations and (iv) businesses, operations and activities reasonably related thereto. Notwithstanding the foregoing, the parties recognize that the Company is a subsidiary of the Service Provider and, as such, all employees of the Company shall be entitled to participate in all employee benefit plans and programs maintained by the Service Provider for employees of the Service Provider and its subsidiaries and receive all benefits that the Service Provider makes available to employees of its subsidiaries, in each case on the same basis as applies to employees of all of the Service Provider’s subsidiaries generally, provided, however, that each person who becomes an employee of the Company on the date and as a direct result of the Transfer shall be entitled to participate in employee benefit plans and programs and receive benefits on a basis that is no less favorable
 
 
3
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
on the whole to such employee than was the case immediately prior to the Transfer.
 
 
Transfer Budget .  As of the date of the Transfer, the annual costs of (i) all members of the Service Provider’s operational staff whose responsibilities and activities as of the date of the Transfer relate solely to the conduct of the Servicing Business and (ii) the annual direct costs associated with such Transfer shall be in the amount set forth in the budget attached as Annex A, any material change to which must be approved by the Administrative Agent, in its sole discretion.  Effective as of the date of the Transfer, such costs shall be reflected in the budget in accordance with the Term Loan Agreement.
 
 
Operational Standards .  The Service Provider represents, warrants, and covenants to the Company that it shall perform the Services in accordance with reasonable and prudent business practices, its customary practices, and applicable law and with no less care, skill, and diligence than it would exercise with regard to its own assets as if it were performing the Services for its own account.  The Services shall be of a scope and quality not less than those generally performed by first class professional managers performing services of similar type and quality to the Services hereunder.
 
 
Sub-license of Software .   The   Service Provider hereby grants the Company a limited, irrevocable, fully paid-up, royalty-free, and non-exclusive sub-license to use the source code and the compiled executable code in electronic form for all software in use or necessary to engage in the Servicing Business in which the Company has rights as of the Effective Date, including without limitation properly supporting Digital Systems  (excluding commercial off-the-shelf software, such as Microsoft OS), and the related documentation solely in connection with the performance of the Servicing Business, which sublicense may only be exercised on and after the Effective Date and shall not be transferable, without the prior written consent of the Service Provider.  For the avoidance of doubt, the Company shall pay to the Service Provider an annual maintenance fee for the software as an Operating Expense reflected in the Budget in accordance with the Term Loan Agreement in addition to the fees payable to the Service Provider under Section 4 .
 
 
 
Compensation for Services .  As consideration payable to the Service Provider or any of its Affiliates for providing the Services to the Company, the Company shall pay to the Service Provider the fees described Annex B attached hereto.  The fee shall be payable quarterly within 15 days of the end of each quarter of each fiscal year, commencing with the fiscal quarter that begins on April 1, 2013.  In addition to such fees, the Company shall reimburse the Service Provider as an Operating Expense for out-of-pocket amounts paid by the Company to third parties to provide the Services to the extent that the Company paid third parties for similar products or services in conducting the Servicing Business prior to the Transfer, as set forth in the Budgets in accordance with the Term Loan Agreement, or as otherwise approved by the Company and, prior to the discharge in full of all of the Company’s obligations with respect to the Prospect Loan Documents, the Administrative Agent.
 
 
4
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
Insurance Requirements .
 
 
Company’s Insurance .  The Service Provider shall maintain or procure from an Affiliate, on behalf and at the expense of the Company, all insurance policies required to be maintained by the Company pursuant to the Term Loan Agreement or any Management Services Agreement.  The Service Provider shall prepare and present, on behalf of the Company, claims under any such insurance policy in a timely fashion in accordance with the terms of such policy.  Any payments on such policies that are not made directly to the Company shall be made to the Service Provider as agent of and for the account of the Company.  The Service Provider shall provide to the Company such evidence of insurance and payments of the premiums thereof required on or before the Effective Date and from time to time thereafter upon Company’s request.
 
 
Service Provider’s Insurance .  The Service Provider shall maintain or procure from an Affiliate, at its own expense, a commercial crime policy and professional liability insurance policy.  Any such commercial crime policy and professional liability insurance shall protect and insure the Service Provider against losses, including forgery, theft, embezzlement, errors and omissions and negligent acts of the employees of the Service Provider and shall be maintained in a form and amount consistent with customary industry practices for managers performing services similar to the Services and shall name the Company, as additional insured or loss payee.  Insurance policies shall not be cancelled without thirty (30) days prior written notice to the Company.  In cases where the Company and the Service Provider maintain insurance policies that duplicate coverage, then the policies of the Company shall provide primary coverage and the Service Provider’s policies shall be excess and non-contributory.  The Service Provider shall provide to the Company such evidence of insurance and payments of the premiums thereof required on or before the Effective Date and from time to time thereafter upon the Company’s request.
 
 
5
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
Limitation of Liability ; Payment of Expenses .
 
 
Limitation of Liability . None of the Service Provider, any of its Affiliates nor any of the officers, directors, managers, principals, stockholders, partners, members, employees, agents, representatives and Affiliates of any thereof (each a “ Related Party” and, collectively, the “ Related Parties ”) shall be liable to the Company or any of its Affiliates for any loss, liability, damage or expense arising out of or in connection with the performance of any Services contemplated by this Agreement, unless such loss, liability, damage or expense shall be determined in a final judgment of a court of competent jurisdiction no longer subject to appeal to have resulted from the willful misconduct or gross negligence of such Person.  For the avoidance of doubt, in the event that the Service Provider or any of its Related Parties acts with willful misconduct or gross negligence, the Company may pursue specific performance remedies and claims for loss of profits or lost business.  Other than as set forth in the immediately preceding sentence, in no event will the Service Provider or any of its Related Parties be liable to the Company for special, indirect, punitive, incidental or consequential damages.
 
 
Payment of Expenses .  The Service Provider agrees to pay or reimburse the Company and the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, including the reasonable fees, disbursements and other charges of external counsel to the Company to the extent a court of competent jurisdiction determines in a final judgment no longer subject to appeal that the Service Provider acted with willful misconduct or gross negligence .
 
 
Indemnification .
 
 
The Company shall (a) indemnify and hold harmless the Service Provider and each of its Related Parties (each, a “ Service Provider Indemnified Party ”) from and against any and all losses, claims, actions, damages and liabilities, joint or several, to which such Service Provider Indemnified Party may become subject under any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment or decree, made by any third party or otherwise, relating to or arising out of the Services or other matters referred to in or contemplated by this Agreement or the engagement of such Service Provider Indemnified Party pursuant to, and the performance by such Service Provider Indemnified Party, of the Services or other matters referred to or contemplated by this Agreement, and (b) reimburse any Service Provider Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatening claim, or any action or proceeding arising therefrom, whether or not such Service Provider Indemnified Party is a party thereto; provided that the Company will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability, cost or expense is determined in a final judgment of a court of competent jurisdiction no longer subject to appeal to have resulted solely from the willful misconduct or
 
 
6
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
gross negligence of such Service Provider Indemnified Party. The reimbursement and indemnity obligations of the Company, under this Section 7(a) shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliate of the Service Provider and any Related Party or controlling persons (if any), as the case may be, of the Service Provider and any such Affiliate and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Service Provider, any such Affiliate and any such Related Party or other person.
 
 
The Service Provider shall (a) indemnify and hold harmless the Company and each of its Related Parties (each, a “ Company Indemnified Party ”) from and against any and all losses, claims, actions, damages and liabilities, joint or several, to which such Company Indemnified Party may become subject under any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment or decree, made by any third party or otherwise, relating to or arising out of the Services or other matters referred to in or contemplated by this Agreement, and (b) reimburse any Company Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatening claim, or any action or proceeding arising therefrom, whether or not such Company Indemnified Party is a party thereto; provided that the Service Provider will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability, cost or expense is determined in a final judgment of a court of competent jurisdiction no longer subject to appeal to have resulted solely from the willful misconduct or gross negligence of such Company Indemnified Party.  The reimbursement and indemnity obligations of the Service Provider, under this Section 7(b) shall be in addition to any liability which the Service Provider may otherwise have, shall extend upon the same terms and conditions to any Affiliate of the Company and any Related Party or controlling persons (if any), as the case may be, of the Company and any such Affiliate and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Service Provider, the Company, any such Affiliate and any such Related Party or other person.
 
 
Independent Contractor . Nothing herein shall be construed to create a joint venture, agency or partnership between the parties hereto or an employee/employer relationship. The Service Provider shall be an independent contractor pursuant to this Agreement. Neither party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party. Nothing in this Agreement shall be deemed or construed to create any fiduciary duties or responsibilities of the Service Provider or any of its Related Parties, or to enlarge any of their fiduciary duties or responsibilities that would exist in the absence of this Agreement, including without limitation in any of their respective capacities as stockholder or directors of the Company.
 
 
7
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
Permissible Activities . Nothing herein shall in any way preclude the Service Provider or its Affiliates or their respective Related Parties from engaging in any business activities or from performing services for its or their own account or for the account of others, including, without limitation, companies which may be in competition with the business conducted by the Company and any of its Affiliates.
 
 
Notices .
 
 
General .  Subject to Section 10(c) below, all notices and other communications provided for herein shall be in writing and shall be delivered either by hand, by overnight courier service, by certified or registered mail, by telefacsimile or by email (in portable document format (“pdf”) or tagged image file format (“TIFF”)) as follows:
 
if to any party hereunder, to it at:
 
c/o Cinedigm Digital Cinema Corp.
902 Broadway
9th Floor
New York, NY 10010
Attention:  General Counsel
Facsimile No.:  (212) 206-9001
Email:  gloffredo@cinedigm.com
amizel@cinedigm.com
jbrownson@cinedigm.com

with a copy to:
 
Kelley Drye & Warren LLP
101 Park Avenue
New York, NY 10178
Attention:          Jonathan K. Cooperman, Esq. and
Merrill B. Stone, Esq.
Facsimile No.:  (212) 808-7897
 
if to the Administrative Agent, to it at:
 
 
8
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Prospect Capital Corporation
10 East 40 th Street, 44 th Floor
New York, New York 10016
Attention:  General Counsel and Theodore V. Fowler
Facsimile No.:  212-448-9652
Email:     fax@prospectstreet.com
pl@prospectstreet.com
tfowler@prospectstreet.com
grier@prospectstreet.com
jbarry@prospectstreet.com
 
with a copy to:
 
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Attention:  Patricia F. Brennan and Matthew E. Schernecke
Facsimile No.: (212) 309-6001
Email:     pbrennan@morganlewis.com
mschernecke@morganlewis.com
 
 
Changes to Notice Information .  Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice delivered to all of the other parties hereto in accordance with Section 10(a) above.
 
 
Requirements for Notices .  All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given (i) in the case of notices and other communications delivered by hand or overnight courier service, upon actual receipt thereof, (ii) in the case of notices and other communications delivered by certified or registered mail, upon the earlier of actual delivery and the third business day after the date deposited in the U.S. mail with postage prepaid and properly addressed, provided , that no notice or communication to the Administrative Agent pursuant to this clause (ii) shall be effective until actually received by the Administrative Agent, as applicable, (iii) in the case of notices and other communications delivered by telefacsimile, upon receipt by the sender of an acknowledgment or transmission report generated by the machine from which the telefacsimile was sent indicating that the telefacsimile was sent in its entirety to the recipient’s telefacsimile number and (iv) in the case of notices and other communications delivered by email, upon receipt by the sender of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, a  return email or other written acknowledgement), provided , that no notice or communication to the Administrative Agent pursuant to this clause (iv) shall be effective until receipt by the sender of written confirmation of receipt affirmatively initiated by the Administrative Agent, as applicable; provided , however , that in each case, if a
 
 
9
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
notice or other communication would be deemed to have been given in accordance with the foregoing at any time other than during the recipient’s normal business hours on a business day for such recipient, such notice or other communication shall be deemed given on the next succeeding business day for such recipient; and provided further , that no notice to the Administrative Agent shall be effective until delivered by at least two, not one, of the methods described in clauses (i) through (iv) above.
 
 
Effectiveness of Facsimile Documents and Signatures .  This Agreement may be transmitted and signed and delivered by facsimile or other electronic means of communication.  The effectiveness of any this Agreement and such signatures shall have the same force and effect as manually signed originals and shall be binding on all parties.  Each party acknowledges and agrees that the use of electronic transmission in general, and email in particular, is not necessarily secure and that there are risks associated with the use thereof, including risks of interception, disclosure and abuse, and each indicates it assumes and accepts such risks by hereby authorizing the use of electronic transmission.
 
 
Entire Agreement .  This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, and understandings with respect thereto, both written and oral.  This Agreement may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties.  There are no unwritten or oral agreements between the parties.
 
 
Successor and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.  However, subject to Section 13 , neither this Agreement nor any of the rights of the parties hereunder may otherwise be transferred or assigned by either party hereto, except that (a) if the Company shall merge or consolidate with or into, or sell or otherwise transfer substantially all its assets to, another company which assumes the Company's obligations under this Agreement, the Company, with, prior to the discharge in full of all of the Company’s obligations with respect to the Prospect Loan Documents, the prior written consent of the Administrative Agent, may assign its rights hereunder to that company, and (b) the Service Provider, with, prior to the discharge in full of all of the Company’s obligations with respect to the Prospect Loan Documents, the prior written consent of the Administrative Agent, may assign its rights and obligations hereunder to any Affiliate.  Any attempted transfer or assignment in violation of this Section 0 shall be void.
 
 
Third-Party Beneficiaries . The parties hereto and their respective successors and permitted assigns acknowledge and agree that, prior to the discharge in full of all of the Company’s obligations with respect to the Prospect Loan Documents, the Administrative Agent is a third party beneficiary of Sections 2, 3(b), 5, 12, and 15 hereunder.  The   parties acknowledge and agree that the Company may grant a security interest to the Collateral Agent in all of its rights, title and interests in and to this Agreement to secure the Company’s obligations under the Prospect Loan Documents, and nothing in this Agreement shall preclude the exercise of rights and remedies by the Collateral Agent in accordance with the Prospect Loan Documents.
 
 
10
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
 
 
Amendment and Modification; Waiver . This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto; provided, however, that prior to the discharge in full of all of the Company’s obligations with respect to the Prospect Loan Documents, this Agreement may not be amended, modified or supplemented in any respect without the prior written consent of the Administrative Agent.  No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.  Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
 
 
Severability .  All provisions of this Agreement are severable, and the unenforceability or invalidity of any of the provisions of this Agreement shall not affect the validity or enforceability of the remaining provisions of this Agreement.  Should any part of this Agreement be held invalid or unenforceable in any jurisdiction, the invalid or unenforceable portion or portions shall be removed (and no more) only in that jurisdiction, and the remainder shall be enforced as fully as possible (removing the minimum amount possible) in that jurisdiction.
 
 
Governing Law .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).
 
 
Waiver of Jury Trial .  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE TERM LOANS OR ANY OTHER LOAN DOCUMENT, OR (II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, THE TERM LOANS OR ANY OTHER LOAN DOCUMENT, AND AGREES THAT ANY SUCH ACTION OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
 
 
Counterparts .   Any number of counterparts of this Agreement, including facsimiles, may be executed by the parties hereto.  Each such counterpart shall be, and shall be deemed to be, an original instrument, but all such counterparts taken together shall constitute one and the same agreement.
 
 
11
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
No Strict Construction . The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
 
[SIGNATURE PAGE FOLLOWS]
 
 
12
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
IN WITNESS WHEREOF, the parties hereto have executed this General Services Agreement as of the date first written above.
 
  CINEDIGM DIGITAL CINEMA CORP.  
     
 
By
   
 
Name:
 
 
Title:
 
       
 
CINEDIGM DC HOLDINGS, LLC
 
     
  By
 
 
 
Name:
 
 
Title:
 

 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
ANNEX A
 
Transfer Budget
 
 
2
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
ANNEX B
 
Fees
 
In consideration of the performance of the Services, prior to the discharge in full of all of the Company’s obligations with respect to the Prospect Loan Documents, the Company will pay the Service Provider in accordance with Section 4 of this Agreement fees in an aggregate amount equal to the Permitted SG&A Reimbursement Payment, to the extent permitted to be paid under the Term Loan Agreement. Promptly after the discharge in full of all of the Company’s obligations with respect to the Prospect Loan Documents, the Company and the Service Provider, acting in good faith and a commercially reasonable manner in light of all prevailing facts and circumstances at the time, will negotiate and agree to the fees that are thereafter payable to the Service Provider.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

EXHIBIT M - LIMITED RECOURSE GUARANTY AGREEMENT
 
This LIMITED RECOURSE GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, this “ Agreement ”), dated as of February 28, 2013, is made by CINEDIGM DIGITAL CINEMA CORP. , a Delaware corporation (in such capacity, the “ Guarantor ”, and as “ Cinedigm ” (as defined below)), in favor of PROSPECT CAPITAL CORPORATION , a Maryland corporation (“ Prospect ”), as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”) and as Administrative Agent (as defined below).

W I T N E S S E T H:

WHEREAS , pursuant to the Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”), among Cinedigm DC Holdings, LLC (the “ Borrower ”), Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor (as defined in the Term Loan Agreement) that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “ Administrative Agent ”) and Collateral Agent, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS , it is a condition precedent to the obligations of the Lenders under the Term Loan Agreement that the Guarantor enter into this Agreement to secure the Obligations of the Borrower under the Term Loan Agreement, and the Guarantor desires to satisfy such condition precedent; and

WHEREAS , the Guarantor will obtain substantial direct and indirect financial and other benefits from the Term Loans made by the Lenders to the Borrower pursuant to the Term Loan Agreement and the other Loan Documents, and accordingly, the Guarantor desires to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
 
1.            Defined Terms .  Unless otherwise defined herein, all capitalized terms herein have the meanings ascribed to them in the Term Loan Agreement.  As used herein, “ Cinedigm ” means Cinedigm Digital Cinema Corp. in its individual capacity and in each of its capacities as the “Parent” (as defined in the Term Loan Agreement), the “Limited Recourse Pledgor” (as defined in the Term Loan Agreement”) and as Guarantor hereunder.
 
2.            Guaranty .
 
 
4
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(a)           The Guarantor unconditionally guarantees, as a primary obligor and not merely as a surety, (i) the due and punctual payment of all Obligations, including, without limitation, (A) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Term Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (B) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Loan Parties to the Administrative Agent, the Collateral Agent or any other Secured Party under the Term Loan Agreement or any other Loan Document and (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Loan Parties under or pursuant to the Term Loan Agreement or any other Loan Document (all the monetary and other obligations referred to in the preceding clauses (i) and (ii) being collectively referred to hereinafter as the “ Guaranteed Obligations ”), if any one or more of the following events or conditions occurs:
 
(i)           The occurrence of any Event of Default to the extent caused by any action of Cinedigm that Cinedigm is expressly required to take, to be caused to take, or to refrain from taking, or any inaction of Cinedigm in relation to any of the foregoing, under the terms of the Term Loan Agreement, in order to avoid such Event of Default;
 
(ii)           Any representation or warranty made or deemed to be made by Cinedigm herein or in any other Loan Document (including any certificate delivered pursuant to any provision hereof or of any Loan Document) is or shall be incorrect in any material respect on or as of the date when made or deemed to have been made; provided , that any representation or warranty that is already qualified in the text thereof as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects so stated on the applicable date;
 
(iii)           Cinedigm shall default in the due performance and observance of any obligation or covenant contained herein, in the Limited Recourse Pledge Agreement or in any Loan Document within the time limit for any such obligations or covenants provided for herein, in the Limited Recourse Pledge Agreement, or in any such other Loan Document, as applicable, (subject to any applicable grace or cure periods set forth herein, in the Limited Recourse Pledge Agreement or any such other applicable Loan Document) and the effect of such default is to cause an Event of Default;
 
(iv)           Any enforcement of the Administrative Agent’s or the Collateral Agent’s rights or remedies under the Loan Documents, or in connection with any litigation relating to the Loan Documents wherein, in either such case, Cinedigm (i) willfully or in bad faith interferes with, hinders or delays the exercise of the Administrative Agent’s or the Collateral Agent’s remedies, (ii) contests the validity or enforceability of any Loan Document or (iii) asserts a claim against the Administrative Agent or the Collateral Agent; provided, however, that this clause (iv) shall not apply in the event that Cinedigm in good faith asserts a bona fide
 
 
5
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
claim or defense to the effect that (A) the Obligations have been satisfied in full, (B) a Secured Party has breached or is otherwise acting contrary to the terms of the Loan Documents or (C) a Secured Party is acting in bad faith or with gross negligence or willful misconduct, and any such claim or defense is finally determined in favor of Cinedigm in a non-appealable judgment by a court of competent jurisdiction;
 
(v)           Cinedigm at any time institutes against the Borrower, Access Phase 2 or any other Loan Party, or joins in any institution against the Borrower, Access Phase 2 or any other Loan Party of, any bankruptcy proceeding under any U.S. Federal or state bankruptcy or similar law in which the Borrower, Access Phase 2 or any other Loan Party is a debtor;
 
(vi)           Cinedigm or any of its Related Parties engages in fraud or willful misrepresentation, gross negligence or willful misconduct in connection with any aspect of the Term Loans;
 
(vii)           The Limited Recourse Pledgor (A) Sells, assigns, transfers, pledges or encumbers in any other manner the Collateral (as defined in the Limited Recourse Pledge Agreement) except for Liens granted pursuant to, or permitted under, the Loan Documents, (B) fails to defend the right, title and security interest granted to the Collateral Agent in and to the Collateral (as defined in the Limited Recourse Pledge Agreement) against the claims and demands of any Persons to the extent required by the Limited Recourse Pledge Agreement, or (C) to the extent and within the time limits (subject to any applicable grace or cure periods) required in the Limited Recourse Pledge Agreement, fails to promptly execute and deliver any further instruments, or take any further action, that may be necessary, or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted under the Limited Recourse Pledge Agreement or to enable the Collateral Agent to exercise and enforce its rights and remedies thereunder with respect to any Collateral (as defined in the Limited Recourse Pledge Agreement);
 
(viii)           The use of the proceeds of the Term Loans is other than in accordance with the provisions of the Term Loan Agreement (including, without limitation, any misappropriation of any such funds by Cinedigm); or
 
(ix)           Cinedigm shall breach its obligations and covenants arising under Section 6(b)(xii) hereof.
 
(b)           This is a limited recourse guaranty of payment and performance and not of collection.  The liability of the Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against the Borrower, Access Phase 2, any other Loan Party or any other Person (including, without limitation, other guarantors, if any), nor against the Collateral for the Term Loans.  The Guarantor waives any right to require that an action be brought against the Borrower, Access Phase 2, any other Loan Party or any other Person or to require that resort be had to any Collateral of any Loan Party or to any balance of any deposit account or credit on the books of the Administrative Agent in favor of the Borrower, Access Phase 2 or any other Person.  In the event, on account of the Bankruptcy
 
 
6
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, the Borrower shall be relieved of or fail to incur any debt, obligation or liability as provided in the Loan Documents, the Guarantor shall nevertheless be fully liable to the extent set forth in this Agreement.  Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to enforce its rights, powers and remedies under the Loan Documents (including, without limitation, foreclosure of all or any portion of the Collateral) thereunder or hereunder, in any order, and all rights, powers and remedies available to the Administrative Agent or Collateral Agent, as applicable, in such event shall be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity.  If the Guaranteed Obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to the Collateral Agent, this Agreement shall nevertheless remain in full force and effect, and the Guarantor shall remain liable to the extent set forth in Section 2(a) of this Agreement for all remaining Guaranteed Obligations, even though any rights which the Guarantor may have against the Borrower, Access Phase 2 or any Loan Party may be destroyed or diminished by the exercise of any such remedy.
 
(c)           The Guarantor further agrees that the Guaranteed Obligations may be extended, renewed or increased, in whole or in part, without notice to or further assent from the Guarantor, and that the Guarantor will remain bound upon its guarantee to the extent set forth in Section 2(a) of this Agreement notwithstanding any extension, renewal, or increase of any Guaranteed Obligations.
 
3.            Indemnity .  Without limiting the generality of Section 2 hereof, the Guarantor hereby indemnifies and holds harmless the Collateral Agent from and against any and all claims, losses, and liabilities growing out of or resulting from this Agreement (including enforcement of this Agreement), to the same extent as the Borrower, Access Phase 2 and the other Loan Parties are liable with respect to the other Loan Documents pursuant to the terms of Section 11.05 of the Term Loan Agreement.
 
4.            Reinstatement of Guaranteed Obligations .  If at any time all or any part of any payment made by the Guarantor or received by the Collateral Agent from Guarantor under or with respect to this Agreement is or must be rescinded or returned for any reason whatsoever (including, but not limited to, the insolvency, bankruptcy or reorganization of the Guarantor, the Borrower, Access Phase 2 or any other Loan Party), then the obligations of the Guarantor hereunder shall, to the extent of the payment rescinded or returned, be deemed to have continued in existence, notwithstanding such previous payment made by the Guarantor, or receipt of payment by the Collateral Agent, and the obligations of the Guarantor hereunder shall continue to be effective or be reinstated, as the case may be, as to such payment, all as though such previous payment by the Guarantor had never been made.
 
5.            Waivers by Guarantor .  To the fullest extent permitted by law, the Guarantor hereby waives and agrees not to assert or take advantage of:
 
 
7
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(a)           Any right to require the Collateral Agent or Administrative Agent to proceed against the Borrower, Access Phase 2, any other Loan Party or any other Person or to proceed against or exhaust any security held by the Collateral Agent at any time or to pursue any other remedy in the Collateral Agent’s or Administrative Agent’s power or under any other agreement before proceeding against the Guarantor hereunder;
 
(b)           The defense of the statute of limitations in any action hereunder;
 
(c)           Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of the Collateral Agent or Administrative Agent to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons;
 
(d)           Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Borrower, Access Phase 2, any other Loan Party, the Collateral Agent, the Administrative Agent, any endorser or creditor of the Borrower, Access Phase 2, any other Loan Party or of the Guarantor or on the part of any other Person whomsoever under this or any other instrument in connection with any obligation or evidence of Indebtedness held by the Collateral Agent or the Administrative Agent;
 
(e)           Any defense based upon an election of remedies by the Collateral Agent or the Administrative Agent;
 
(f)           Any right or claim or right to cause a marshalling of the assets of the Guarantor;
 
(g)           Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement;
 
(h)           Any duty on the part of the Collateral Agent or any Related Parties to disclose to the Guarantor any facts such Persons may now or hereafter know about the Borrower, Access Phase 2, any other Loan Party, or any of the Guarantor’s other Subsidiaries, regardless of whether the Collateral Agent or the Administrative Agent has reason to believe that any such facts materially increase the risk beyond that which the Guarantor intends to assume or has reason to believe that such facts are unknown to the Guarantor or has a reasonable opportunity to communicate such facts to the Guarantor, it being understood and agreed that the Guarantor is fully responsible for being and keeping informed of the financial condition of the Borrower, Access Phase 2, each of the other Loan Parties and each of the Guarantor’s other Subsidiaries and of any and all circumstances bearing on the risk that liability may be incurred by the Guarantor hereunder;
 
(i)           Any lack of notice of disposition or of manner of disposition of any Collateral;
 
 
8
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(j)            Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents;
 
(k)           To the fullest extent permitted by law, lack of commercial reasonableness in dealing with the Collateral;
 
(l)            Any deficiencies in the Collateral for the Term Loans or any deficiency in the ability of the Collateral Agent or the Administrative Agent to collect or to obtain performance from any Persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed;
 
(m)           Any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of the Borrower, Access Phase 2, or any other Loan Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of the Collateral Agent or Administrative Agent to enforce any of its respective rights, whether now or hereafter required, which the Collateral Agent or Administrative Agent may have against the Guarantor or the Collateral;
 
(n)           Any modifications of the Loan Documents or any obligation of the Borrower, Access Phase 2 or any other Loan Party relating to the Term Loans by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and
 
(o)           Any action, occurrence, event or matter consented to by the Guarantor under Section 5(h) hereof, under any other provision hereof, or otherwise.
 
6.            Representations and Warranties; Covenants .
 
(a)            Representations and Warranties .  Cinedigm hereby represents and warrants to the Collateral Agent, on behalf of itself and the Lenders, each of the following:
 
(i)            Term Loan Agreement Representations and Warranties .  Cinedigm makes each of the representations and warranties with respect to each of the matters set forth in the Term Loan Agreement applicable to Cinedigm itself (and not as to any Loan Party) as if each such representation and warranty was made in this Agreement and each such representation and warranty is incorporated by reference and made a part hereof mutatis mutandis ;
 
(ii)            Litigation; Labor Matters .
 
There are no pending (or, to the knowledge of Cinedigm, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any of the Phase I Group Members or Phase II Group Members with, by or before any Governmental Authority other than those that (a) cannot reasonably be expected to affect the Obligations, the Loan Documents, the other transactions
 
9
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
contemplated therein, any Digital Cinema Deployment Agreement, any Exhibitor Agreement, any Service Agreement, the General Services Agreement or the Management Services Agreement and (b) would not have, individually or in the aggregate, a Material Adverse Effect.
 
There are no strikes, work stoppages, slowdowns or lockouts existing, pending or, to the knowledge of Cinedigm, threatened against or involving any Group Member, except, for those that would not, in the aggregate, have a Material Adverse Effect.  As of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Group Member, (b) no petition for certification or election of any such representative is existing or pending with respect to any employee of any Group Member and (c) no such representative has sought certification or recognition with respect to any employee of any Group Member;
 
(iii)            Subsidiaries .   Schedule 6.07 to the Term Loan Agreement is a complete and accurate list showing for each Loan Party, each Phase I Group Member and each Phase II Group Member and each Subsidiary of any Loan Party, Phase I Group Member and Phase II Group Member and each joint venture of any of the foregoing, its jurisdiction of organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower and, in the case of the Stock of the Borrower, Access Phase 2 and Cinedigm Australia, Cinedigm.  All outstanding Stock of each of them has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned beneficially and of record by Cinedigm, a Loan Party, a Phase I Group Member or Phase II Group Member, as applicable, free and clear of all Liens other than the security interests created by the Loan Documents and, in the case of the Stock of the Group Members (other than the Borrower, Access Phase 2 and Cinedigm Australia), Liens created under the “Loan Documents” (as defined in the CDF1 Credit Agreement) and Liens created under the “Loan Documents” (as defined in the CDF2 Credit Agreement), as applicable.  There are no Stock Equivalents with respect to the Stock of any Loan Party or Subsidiary of any Loan Party, any Phase I Group Member or Phase II Group Member, any Subsidiary of any Phase I Group Member or any Subsidiary of any Phase II Group Member or any joint venture of any of them as of the Closing Date, except as set forth on Schedule 6.07 to the Term Loan Agreement.  Except as provided in the Constituent Documents, the “Loan Documents” (as defined in the CDF1 Credit Agreement) and the “Loan Documents” (as defined in the CDF2 Credit Agreement) delivered to the Administrative Agent on or prior to the Closing Date, there are no Contractual Obligations or other understandings to which Cinedigm, any Loan Party, any Phase I Group Member, Phase II Group Member or any Subsidiary of any Phase I Group Member, Phase II Group Member or any joint venture of any of them is a party with respect to (including any restriction on) the issuance, voting, Sale or pledge of any Stock or Stock Equivalent of any Loan Party, Phase I Group Member, Phase II Group Member or any such Subsidiary or joint venture;
 
(iv)            Accuracy of Information .  The written information prepared or furnished by or on behalf of (and with the consent or at the direction of) Cinedigm, the Borrower
 
 
10
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
or any Loan Party in connection with any Loan Document (including the information contained in any Financial Statement) or the consummation of any transaction contemplated therein, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances when made, not misleading in any material respect; provided , however , that projections contained therein are not to be viewed as factual and that actual results during the periods covered thereby may differ from the results set forth in such projections by a material amount.  All projections that are part of such information (including those set forth in any Projections delivered subsequent to the Closing Date) are based upon good faith estimates and stated assumptions believed to be reasonable and fair as of the date made in light of conditions and facts then known and, as of such date, reflect good faith, reasonable and fair estimates of the information projected for the periods set forth therein.  All facts known to Cinedigm and material to the financial condition, business, property or prospects of the Borrower or any other Loan Party, taken as one enterprise, have been disclosed to the Lenders.  The Initial Projections and pro forma financial information provided to the Administrative Agent on or prior to the Closing Date were prepared in good faith based upon  assumptions believed to be reasonable and fair as of the date made and in light of conditions and facts then known, it being recognized by the Administrative Agent and the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results;
 
(v)            Financial Condition; Financial Statements .  Subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, each of the Initial Financial Statements fairly present in all material respects the Consolidated and consolidating financial position, results of operations and cash flow of the Borrower and the Phase I Group Members, as applicable, as at the date indicated and for the period indicated in accordance with GAAP.  On the Closing Date, (i) no Phase I Group Member has any material liability or other obligation (including Indebtedness, Guaranty Obligations, contingent liabilities and liabilities for taxes, long-term leases and unusual forward or long-term commitments) that is not reflected in the Initial Financial Statements or in the notes thereto and not otherwise permitted by the Term Loan Agreement and (ii) since the date of the Initial Financial Statements, there has been no Sale of any material property of the Phase I Group Members and no purchase or other acquisition of any material property.  The Initial Projections have been prepared by the Borrower, in consultation with Cinedigm, in light of the operations of the business of the Phase I Group and reflect projections for the eight year period beginning on the Closing Date, and in the form attached as Schedule 2 to the Term Loan Agreement;
 
(vi)            Tax Returns and Payments .  All U.S. federal and material U.S. State, local and foreign income and franchise and other Tax returns, reports and statements (collectively, the “ Tax Returns ”) required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all taxes, charges and other impositions reflected therein or otherwise due and payable have been paid on or prior to the date due (and no outstanding tax liabilities exist with respect to any Tax Affiliate).  No Tax Return is under audit or examination by any Governmental Authority and no notice of such an audit or examination or any assertion of any claim for taxes has been given or made by any Governmental Authority, except such audit, examination or claim as could not, if
 
 
11
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
adversely determined, reasonably be expected to have a Material Adverse Effect.  Proper and accurate amounts have been withheld by each Tax Affiliate from their respective employees for all periods in full and complete compliance with the Tax, social security and unemployment withholding provisions of Applicable Law and such withholdings have been timely paid to the respective Governmental Authorities.  No Tax Affiliate has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent;
 
(vii)            Compliance with ERISA .   Schedule 6.11 to the Term Loan Agreement sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans.  Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401   or 501 of the Code or other Applicable Law so qualifies.  Except for those that would not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Applicable Law, (y) there are no existing or pending (or to the knowledge of Cinedigm, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Group Member incurs or otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur.  On the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding.  No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.  No ERISA Affiliate has incurred any liability under Title IV of ERISA that remains outstanding (other than PBGC premiums due but not delinquent);
 
(viii)            Intellectual Property; Licenses, etc.   Each Group Member owns or licenses all material Intellectual Property that is necessary for the operations of its business.  To the knowledge of Cinedigm, (a) the conduct and operation of the business of each Group Member does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person and (b) no other Person has contested any right, title or interest of any Group Member in, or relating to, any Intellectual Property, other than, in each case, as would not, in the aggregate, have a Material Adverse Effect.  In addition, (x) there are no pending (or, to the knowledge of Cinedigm, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any Group Member with respect to, (y) no judgment or order regarding any such claim has been rendered by any competent Governmental Authority, no settlement agreement or similar Contractual Obligation has been entered into by any Group Member, with respect to and (z) Cinedigm does not know or have any reason to know of any valid basis for any claim based on, any such infringement, misappropriation, dilution, violation or impairment or contest, other than, in each case, as would not, in the aggregate, have a Material Adverse Effect;
 
(ix)            Environmental Warranties .  Except as set forth on Schedule 6.14 to the Term Loan Agreement, to Cinedigm’s knowledge (a) the operations of each Group Member are and have been in compliance with all applicable Environmental Laws, including obtaining,
 
 
12
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
maintaining and complying with all Permits required by any applicable Environmental Law, other than non-compliances that, in the aggregate, would not have a reasonable likelihood of resulting in Material Environmental Liabilities, (b) no Group Member is party to, and no Group Member and no Real Property currently (or to the knowledge of Cinedigm previously) owned, leased, subleased, operated or otherwise occupied by or for any Group Member is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of Cinedigm, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar notice under or pursuant to any Environmental Law other than those that, in the aggregate, are not reasonably likely to result in Material Environmental Liabilities, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any property of any Group Member and, to the knowledge of Cinedigm, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to any such property, (d) no Group Member has caused or suffered to occur a Release of Hazardous Materials at, to or from any Real Property of any Group Member and each such Real Property is free of contamination by any Hazardous Materials except for such Release or contamination that could not reasonably be expected to result, in the aggregate, in Material Environmental Liabilities, (e) no Group Member (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations, or (ii) knows of any facts, circumstances or conditions, including receipt of any information request or notice of potential responsibility under CERCLA or other Environmental Laws, that, in the aggregate, would have a reasonable likelihood of resulting in Material Environmental Liabilities and (f) Cinedigm has caused the Borrower to make available to the Administrative Agent copies of all existing environmental reports, reviews and audits and all documents pertaining to actual or potential Environmental Liabilities with respect to each Group Member, in each case to the extent such reports, reviews, audits and documents are in any such Group Member’s possession, custody or control;
 
(x)             No Burdensome Obligations; No Defaults .  No Group Member is a party to any Contractual Obligation, no Group Member has Constituent Documents containing obligations, and, to the knowledge of Cinedigm, there are no Applicable Laws, in each case the compliance with which would have, in the aggregate, a Material Adverse Effect.  No Group Member (and, to the knowledge of Cinedigm, no other party thereto) is in default under or with respect to any Contractual Obligation of any Group Member, which Contractual Obligation is material to the operation of the Group Member’s business and which default gives the applicable third party the right to terminate such Contractual Obligation;
 
(xi)            Evidence of Other Indebtedness .   Schedule 6.22 to the Term Loan Agreement is a complete and correct list of each credit agreement, loan agreement, promissory note, indenture, purchase agreement, guaranty, letter of credit or other arrangement providing for or otherwise relating to any extension of credit (or commitment for any extension of credit) to any Group Member outstanding on the Closing Date which will remain outstanding after the Closing Date and that is required to be set forth on said Schedule 6.22 (other than the Term Loan Agreement and the other Loan Documents).  The aggregate principal or face amount outstanding or that may become outstanding under each such arrangement as of the Closing Date is correctly described in Schedule 6.22 to the Term Loan Agreement;
 
 
13
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(xii)            Certain Agreements and Other Documents .  As of the Closing Date, Cinedigm has caused the Loan Parties to provide to the Administrative Agent accurate and complete copies of all of the following agreements or documents to which any Subsidiary of Cinedigm is subject and each of which is listed on Schedule 6.25 to the Term Loan Agreement:  (i) all Exhibitor Agreements; (ii) all Service Agreements; (iii) all Digital Cinema Deployment Agreements; (iv) all Management Services Agreements; (v) all IP Licenses; (vi) all Intercompany Agreements; (vii) all principal “Loan Documents” (as defined in the CDF1 Credit Agreement); (viii) all principal “Loan Documents” (as defined in the CDF2 Credit Agreement); (ix) all principal CHG Lease Facility Documents; (x) all KBC Facility Documents; and (xi) all Tax Consolidation Documents;
 
(xiii)           CDF2 .  No entity that is allocated VPFs from the Distributor Lockbox Account has recourse to the assets of CDF2 other than (a) in an amount equal to such allocated and unpaid VPFs, (b) with respect to potential claims against CDF2 from operators of cinema complexes that operate Phase II Digital Systems installed pursuant to a master license agreement to which such operator and CDF2 are parties for failure to pay such VPFs to the extent received by CDF2, or (c) with respect to the Christie Deferred Payment.  Other than the Christie Deferred Payment, there are no deferred payment obligations owing by any Phase II Group Member to any Person.  CDF2 has not guaranteed any Indebtedness or other obligations owing to any such financing entity, and has not granted any Liens in its assets to any such financing entity other than (A)(i) any Lien on the Stock of the Subsidiary party to such financing entity’s financing documentation or (ii) any Lien on the equipment financed under such financing entity’s financing documentation and any VPFs derived from such equipment provided that, in no event shall any such Liens encumber any Installed Digital Systems or any revenues and earnings derived from the Installed Digital Systems (including VPFs) and (B) Liens under the “Loan Documents” (as defined in the CDF2 Credit Agreement); and
 
(xiv)          Exhibitor Agreements and Digital Cinema Deployment Agreements .  Each of Cinedigm and each Group Member is performing in all material respects its respective obligations under each Exhibitor Agreement and Digital Cinema Deployment Agreement to which it is a party and is not in breach or default in any material respect of any contractual obligation thereunder.  Other than as disclosed on Schedule 6.28 to the Term Loan Agreement, there are no pending (or, to the knowledge of Cinedigm, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes affecting any of the Group Members with, by or before any Governmental Authority in relation to each of the Exhibitor Agreements and the Digital Cinema Deployment Agreements, individually.
 
(b)            Covenants .  Cinedigm hereby covenants and agrees that, from the date hereof and until the Guaranteed Obligations have been paid in full and all other obligations hereunder shall have been performed and discharged and the Commitments terminated, Cinedigm will also comply with each of the following covenants:
 
(i)              Term Loan Agreement Covenants .  Notwithstanding that Cinedigm is not a signatory to the Term Loan Agreement and certain other Loan Documents, Cinedigm will comply with all of the obligations and covenants set forth in the Term Loan Agreement and any other Loan Document that by the terms of the Term Loan Agreement or such Loan
 
 
14
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Document expressly apply to Cinedigm and within the time periods provided in the Term Loan Agreement or such applicable Loan Document (subject to any applicable grace or cure periods), each of which is incorporated herein by reference and made a part hereof mutatis mutandis ;
 
(ii)            Financial Deliverables .  Cinedigm will promptly provide the Loan Parties with any and all information, financial statements or other reports necessary to be provided by Cinedigm in order to enable such Loan Parties to comply with the requirements of the Term Loan Agreement, including, without limitation, Section 7.01 thereof, within the time periods required by the Term Loan Agreement (subject to any applicable grace or cure periods set forth therein);
 
(iii)            Insurance Information and Deliverables .  Cinedigm will promptly provide the Loan Parties with any and all insurance information or other reports necessary to be provided by Cinedigm in order to enable such Loan Parties to comply with the requirements of the Term Loan Agreement, including, without limitation, Section 7.01(i) and Section 7.03 thereof, within the time periods required by the Term Loan Agreement (subject to any applicable grace or cure periods set forth therein);
 
(iv)            Taxes .  Cinedigm will execute and deliver the Tax Consolidation Documents and will perform, and will cause each of its Subsidiaries party thereto to perform, each of its respective obligations thereunder, including, without limitation, in relation to Cinedigm, its obligation to indemnify the Borrower and its Subsidiaries in accordance with the provisions thereof;
 
(v)            ERISA Matters .  Cinedigm shall give the Administrative Agent (a) on or prior to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (b) promptly, and in any event within 10 days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know that an ERISA Event has occurred, a notice (which may be made by telephone if promptly confirmed in writing) describing such ERISA Event and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto;
 
(vi)           [Intentionally Omitted];
 
(vii)           Pledges of Stock .  (A) On the Closing Date, Cinedigm, as the Limited Recourse Pledgor will pledge to the Collateral Agent for the benefit of the Secured Parties, all the Stock of each of the Borrower and Access Phase 2, and (B) after the Closing Date, to the extent required and within the time limits set forth (including any applicable grace or cure periods) in the other Loan Documents, Cinedigm, as the Limited Recourse Pledgor, in relation to any new Subsidiaries of Cinedigm (subject to Section 6(xi) hereof), in each case, engaged in the Servicing Business, will (in accordance with the Limited Recourse Pledge Agreement), pledge all the Stock of each of its Domestic Subsidiaries and each of its Foreign Subsidiaries (to the extent such Foreign Subsidiary is not a “controlled foreign corporation” within the meaning of Section 957(a) of the Code), and 66%   of the issued and outstanding Voting Stock and 100% of the outstanding non-voting Stock of each of its Foreign Subsidiaries that is a “controlled foreign
 
 
15
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
corporation” within the meaning of Section 957(a) of the Code, directly held by Cinedigm, in each case formed or otherwise purchased or acquired after the Closing Date, to the extent, in the case of all of the pledges described in this sub-clause (B), the applicable Subsidiary is not a “Loan Party” (as defined in the CDF1 Credit Agreement) or a “Loan Party” (as defined in the CDF2 Credit Agreement);
 
(viii)          Phase II SocGen MSA .  Cinedigm, will within thirty (30) Business Days of the Closing Date, (x) use its commercially reasonable efforts to obtain an amendment and restatement of the Phase II SocGen MSA that will transfer all right, title and interest of the Parent in and to the Phase II SocGen MSA, such that the Borrower will be the administrative servicer thereunder (and Cinedigm agrees that such commercially reasonable efforts are defined to include the efforts that a reasonable Person in the position of Cinedigm would use to obtain the amendment and restatement of the Phase II SocGen MSA as expeditiously as possible, which shall not include the payment of fees or other monies) and (y) if such an amendment and restatement is obtained, deliver true, correct and complete copies of all consents, waivers, acknowledgements and other agreements from any Loan Party or third parties which the Administrative Agent or the Collateral Agent may deem necessary in order to permit such transfer to occur;
 
(ix)            Management Services Agreement .  Unless the Administrative Agent shall otherwise agree in writing and subject to Section 6(b)(xi) hereof, Cinedigm shall cause each Management Services Agreement entered into after the Closing Date to which Cinedigm or any of its Subsidiaries is proposed to be a party to name the Borrower (or a direct, wholly-owned Subsidiary of the Borrower only in the event that the Administrative Agent shall have consented in writing), as applicable, as the manager or administrative servicer thereunder, with the Borrower (or such direct wholly-owned Subsidiary, as applicable), being entitled to the receipt of all Servicing Fees, Incentive Servicing Fees and other fees payable to the manager or the administrative servicer thereunder;
 
(x)            Compliance with ERISA .  Cinedigm shall ensure that no ERISA Affiliate shall cause or suffer to exist (a) any event that could result in the imposition of a Lien with respect to any Title IV Plan or Multiemployer Plan or (b) any other   ERISA Event, that would, in the aggregate, have a Material Adverse Effect;
 
(xi)            Servicing Business .  Cinedigm agrees that, with respect to the Servicing Business, all new Subsidiaries conducting the Servicing Business shall be direct, wholly-owned Subsidiaries of the Borrower (or wholly-owned Subsidiaries of Cinedigm, only if consented to by the Administrative Agent in writing in advance of the formation or acquisition of any such Subsidiary by Cinedigm conducting the Servicing Business) subject, in each case, to the requirements set forth in Sections 7.08 and 7.09 of the Term Loan Agreement and as set forth above under Sections 6(b)(vi) and 6(b)(vii) ; and
 
(xii)            Triggering Event .  If, at any time, the Borrower elects not to make a voluntary prepayment with CDF1 Excess Cash Flow on any Payment Date on or after the Discharge of the CDF1 Credit Agreement Obligations (each, a “ Triggering Event ”), as requested by the Administrative Agent or the Collateral Agent, either (x) the Parent will, and will cause
 
 
16
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
each of the Borrower and CDF1 to or (y) the Collateral Agent will, cause each of the Parent and its applicable Subsidiaries to, pursuant to the Powers of Attorney, immediately enter into the Replacement Phase I MSA.  Notwithstanding anything in this Agreement or in any other Loan Document, the Collateral Agent is entitled to specific performance with respect to this Section 6(b)(xii) .
 
7.            Certain Certifications .  In order to induce the Lenders to fund the Term Loans under the Term Loan Agreement, the Guarantor hereby agrees to deliver to the Collateral Agent and the Administrative Agent on the Closing Date a certificate, duly executed and delivered by the Guarantor’s secretary or assistant secretary, certifying as to (and attaching the relevant document where applicable):
 
(a)           the Guarantor’s Constituent Documents, as amended, modified or supplemented as of the Closing Date, certified by the appropriate officer or official body of the jurisdiction of organization of the Guarantor;
 
(b)           resolutions of the Guarantor’s Board then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of the Loan Documents applicable to the Guarantor and the execution, delivery and performance of each Loan Document, in each case to be executed by the Guarantor;
 
(c)           the incumbency and specimen signatures of its Authorized Officers; and
 
(d)           the good standing certificate of the Guarantor in the jurisdiction of organization of the Guarantor, with such good standing certificate dated as of a date no more than thirty (30) days prior to the Closing Date, such certificate to be issued by the appropriate officer or official body of the jurisdiction of organization of the Guarantor.
 
Such certificate shall provide that the Collateral Agent, the Administrative Agent and each Secured Party may conclusively rely thereon until the Collateral Agent, the Administrative Agent and Secured Parties shall have received a further certificate of the secretary or assistant secretary, as applicable, of such Person canceling or amending the prior certificate of the Guarantor as provided in Section 7(c) .
 
8.            General Provisions .
 
(a)            Fully Recourse .  All of the terms and provisions of this Agreement are recourse obligations of the Guarantor to the extent expressly set forth in this Agreement.
 
(b)            Survival .  This Agreement shall be deemed to be continuing in nature and shall remain in full force and effect and shall survive the exercise of any remedy by the Administrative Agent or the Collateral Agent under the Limited Recourse Pledge Agreement, the Security Agreement or any of the other Loan Documents.
 
(c)            No Subrogation; No Recourse Against Collateral Agent .  The Guarantor subordinates and agrees not to exercise any rights against the Borrower or any other Loan Party which it may acquire by way of subrogation or contribution, by any payment made hereunder or
 
 
17
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
otherwise, until all of the Guaranteed Obligations shall have been irrevocably paid in full and all Commitments have been terminated.  If any amount shall be paid to Cinedigm on account of such subrogation or contribution rights at any time when any Guaranteed Obligation or Commitment is outstanding, such amount shall be held in trust for the benefit of the Collateral Agent and shall forthwith be paid to the Collateral Agent to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Term Loan Agreement.  Furthermore, the Guarantor shall not have any right of recourse against the Collateral Agent by reason of any action the Collateral Agent may take or omit to take under the provisions of this Agreement or under the provisions of any other Loan Documents except solely to the extent that any Loan Party would have a right of recourse under the express provisions of the Loan Documents.
 
(d)            Reservation of Rights .  Nothing contained in this Agreement shall prevent or in any way diminish or interfere with any rights or remedies, including, without limitation, the right to contribution, which the Collateral Agent may have against the Borrower, Access Phase 2, or any other Loan Party, the Guarantor or any other party under any Applicable Laws, all such rights being hereby expressly reserved.
 
(e)            Rights Cumulative; Payments .  The Collateral Agent’s rights under this Agreement shall be in addition to all rights of the Collateral Agent and Administrative Agent under the other Loan Documents.
 
(f)            Certain Actions .  Guarantor hereby consents and agrees that the Collateral Agent may at any time and from time to time without further consent from the Guarantor do any of the following events, and the liability of the Guarantor to the extent set forth in this Agreement shall be unconditional and absolute and shall in no way be impaired or limited by any of the following events, whether occurring with or without notice to the Guarantor or with or without consideration:  (i) any extensions of time for performance required by any of the Loan Documents or extension or renewal of the Term Loan Agreement; (ii) any sale, assignment or foreclosure of the Term Loan Agreement or any of the other Loan Documents; (iii) any change in the composition of the Borrower, Access Phase 2 or any other Loan Party including, without limitation, the withdrawal or removal of the Guarantor from any current or future position of ownership, management or control of the Borrower, Access Phase 2 or any other Loan Party; (iv) the accuracy or inaccuracy of the representations and warranties made by the Guarantor herein or any other Loan Document or by the Borrower, Access Phase 2 or any other Loan Party in any of the Loan Documents; (v) the release of the Borrower, Access Phase 2, any other Loan Party or of any other Person or entity from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, the Collateral Agent’s or Administrative Agent’s voluntary act or otherwise; (vi) the release or substitution in whole or in part of any security for the Term Loans; (vii) the Collateral Agent’s or Administrative Agent’s failure to file any financing statement (or the Collateral Agent’s or the Administrative Agent’s improper recording or filing thereof) or to otherwise perfect, protect, secure or insure any Lien or security interest given as security for the Term Loans; (viii) the modification of the terms of any one or more of the Loan Documents; or (ix) the taking or failure to take any action of any type whatsoever.  No such action which the Collateral Agent or the Administrative Agent shall take or fail to take in connection with the Loan Documents or any
 
 
18
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Collateral, nor any course of dealing with the Borrower, Access Phase 2, any other Loan Party or any other Person, shall limit, impair or release the Guarantor’s obligations hereunder, affect this Agreement in any way or afford the Guarantor any recourse against the Collateral Agent or Administrative Agent.  Nothing contained in this Section shall be construed to require the Collateral Agent or the Administrative Agent to take or refrain from taking any action referred to herein.
 
(g)            Severability .  All provisions of this Agreement are severable, and the unenforceability or invalidity of any of the provisions of this Agreement shall not affect the validity or enforceability of the remaining provisions of this Agreement.  Should any part of this Agreement be held invalid or unenforceable in any jurisdiction, the invalid or unenforceable portion or portions shall be removed (and no more) only in that jurisdiction, and the remainder shall be enforced as fully as possible (removing the minimum amount possible) in that jurisdiction.  In lieu of such invalid or unenforceable provision, the parties hereto will negotiate in good faith to add as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.
 
(h)            Integration .  This Agreement and the other Loan Documents contain the entire agreement of the parties with respect to the subject matter hereof and thereof and supersede all prior negotiations, agreements and understandings with respect thereto, both written and oral.  This Agreement may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.  There are no unwritten or oral agreements between the parties.  When this Agreement or any other Loan Document refers to a party’s “sole discretion”, such phrase means that party’s sole and absolute discretion as to process and result, which shall be final for all purposes hereunder, to be exercised (to the fullest extent the law permits) for any reason, subject to no standard of reasonableness or review and part of no claim before any court, arbitrator or other tribunal or forum or otherwise.
 
(i)            Amendments in Writing .  No amendment, waiver or consent under this Agreement shall be effective unless the same shall be executed in accordance with the provisions of Section 11.01 of the Term Loan Agreement which are incorporated herein by this reference, mutatis mutandis with such provisions applying to Cinedigm as if it were the Borrower thereunder.
 
(j)            Notices .  All notices and other communications provided for herein shall be (i) in writing, (ii) delivered and deemed received in accordance with the procedures set forth in Section 11.02 of the Term Loan Agreement and (iii) addressed to the parties at the address, facsimile number or email address provided therein or, in the case of the Guarantor, as set forth on the signature pages hereto.  Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice to all of the other parties hereto in accordance with the foregoing.
 
(k)            Successors and Assigns .  This Agreement shall be binding upon the successors and assigns of Cinedigm and shall inure to the benefit of each Secured Party and their successors and assigns to the extent permitted by Section 11.06 of the Term Loan Agreement; provided , however , that Cinedigm may not assign, transfer or delegate any of its rights or
 
 
19
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
obligations under this Agreement without the prior written consent of the Collateral Agent and, in any event, any assignment, transfer or delegation of Cinedigm’s rights or obligations under this Agreement shall be subject to the terms and provisions of the Term Loan Agreement.
 
(l)            Counterparts; Effectiveness .  THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN SECTIONS 11.02(d) AND 11.10 OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.
 
(m)            Governing Law .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).
 
(n)            Jurisdiction; Venue; Service Of Process; Jury Trial Waiver .  THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN ARTICLE XII OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
 
(o)            Waiver of Acceptance .  Guarantor hereby waives any acceptance of this Agreement by the Collateral Agent, and this Agreement shall immediately be binding upon the Guarantor.
 
(p)            Captions for Convenience .  The captions and headings of the sections and paragraphs of this Agreement are for convenience of reference only and shall not be construed in interpreting the provisions hereof.
 
(q)            Successive Actions .  A separate right of action hereunder shall arise each time the Collateral Agent or the Administrative Agent acquires knowledge of any matter indemnified or guaranteed by Guarantor under this Agreement.  Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from time to time.  No action hereunder shall preclude any subsequent action, and Guarantor hereby waives and covenants not to assert any defense in the nature of splitting of causes of action or merger of judgments.
 
(r)            Reliance .  The Guarantor hereby acknowledges that the Lenders would not make the Term Loans to the Borrower without this Agreement and the guaranty provided by the Guarantor hereunder.  Accordingly, the Guarantor intentionally and unconditionally enters into the covenants and agreements as set forth above and understands that, in reliance upon and in consideration of such covenants and agreements, the Term Loans shall be made and, as part and parcel thereof, specific monetary and other obligations have been, are being and shall be entered into which would not be made or entered into but for such reliance.
 
 
20
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(s)            Waiver by Guarantor .  The Guarantor covenants and agrees that, upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against the Borrower, Access Phase 2 or any Loan Party, the Guarantor shall not seek or cause the Borrower, Access Phase 2, any other Loan Party or any other Person or entity to seek a supplemental stay or other relief, whether injunctive or otherwise, pursuant to 11 U.S.C. § 105 or any other provision of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law, (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of the Collateral Agent to enforce any rights of the Collateral Agent against the Guarantor or the Collateral by virtue of this Agreement or otherwise.
 
(t)            Due Authorization and Execution .  This Agreement has been duly executed and delivered and constitutes the valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and the effects of general principles of equity.  The execution, delivery and performance of this Agreement by the Guarantor will not violate any provisions of Applicable Law, any order of any court or Governmental Authority or the Constituent Documents of the Guarantor.
 
(u)            Loan Document .  This Agreement is a Loan Document executed pursuant to the Term Loan Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.
 
[Signatures pages follow.]
 
 
21
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
IN WITNESS WHEREOF , the Guarantor has caused this Limited Recourse Guaranty Agreement to be duly executed as of the date first above written.
 
  CINEDIGM DIGITAL CINEMA CORP. ,    
  as Guarantor and as “Cinedigm”  
 
By:
 
 
 
Name:
 
 
 
Title:
 
 
 
 
ADDRESS FOR NOTICES:
 
902 Broadway
 
9th Floor
 
New York, NY 10010
 
Attention:  General Counsel
 
Facsimile No.:   212-206-9001/424-281-5401
 
Email:   gloffredo@cinedigm.com
 
amizel@cinedigm.com
 
jbrownson@cinedigm.com
   
 
with a copy to:
   
 
Kelley Drye & Warren LLP
 
101 Park Avenue
 
New York, NY 10178
 
Attention:  Jonathan K. Cooperman, Esq. and Merrill B. Stone, Esq.
 
Facsimile No.:  (212) 808-7897

 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
ACCEPTED AND AGREED  
as of the date first above written:  
   
PROSPECT CAPITAL CORPORATION ,  
   
as Collateral Agent and Administrative Agent  
     
By:    
Name:  
Title:  

 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
EXHIBIT N – FORM OF LIMITED RECOURSE PLEDGE AGREEMENT
 
This LIMITED RECOURSE PLEDGE AGREEMENT (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, this “ Agreement ”), dated as of February 28, 2013, is made by CINEDIGM DIGITAL CINEMA CORP. ,   a Delaware corporation ( the “ Pledgor ”), in favor of PROSPECT CAPITAL CORPORATION , a Maryland corporation (“ Prospect ”), as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”).

W I T N E S S E T H:

WHEREAS , pursuant to the Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”), among Cinedigm DC Holdings, LLC (the “ Borrower ”), Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect Capital Corporation, in its separate capacities as Administrative Agent and Collateral Agent , the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS , it is a condition precedent to the obligations of the Lenders under the Term Loan Agreement that the Pledgor enter into this Agreement to secure the obligations of the Pledgor under that certain Limited Recourse Guaranty Agreement, dated as of February 28, 2013, made by Cinedigm Digital Cinema Corp. in its capacity as a guarantor in favor of the Collateral Agent for the Secured Parties (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Limited Recourse Guaranty ”), and the Pledgor desires to satisfy such condition precedent; and

WHEREAS , the Pledgor will obtain substantial direct and indirect financial and other benefits from the Term Loans made by the Lenders to the Borrower pursuant to the Term Loan Agreement and the other Loan Documents, and accordingly, the Pledgor desires to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1
DEFINITIONS

SECTION 1.1.   Certain Terms .  Capitalized terms defined in the Term Loan Agreement and not otherwise defined herein, when used in this Agreement have the respective meanings provided for in the Term Loan Agreement.  The following additional terms, when used in this Agreement, have the following meanings:
 
 
2
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Access Phase 2 ” means Access Digital Cinema Phase 2, Corp., a Delaware corporation.

“ Cinedigm Australia ” means Cinedigm Digital Cinema Australia Pty Ltd., an Australian company.

“ Collateral ” means, collectively, (a) the Pledged Stock; (b) all other Pledged Property, whether now or hereafter delivered to the Collateral Agent in connection with this Agreement; and (c) all additions, attachments, accessions, substitutions, replacements and proceeds of any of the foregoing; provided , however , that “Collateral” shall not include any Excluded Property.

“ Distributions ” means all dividends paid in stock, liquidating dividends, shares of Stock resulting from stock splits, reclassifications, warrants, options, non-cash dividends and other distributions (whether similar or dissimilar to the foregoing) on or with respect to any Pledged Stock, but shall not mean Dividends.

“ Dividends ” means cash dividends and cash distributions with respect to any Pledged Stock made out of capital surplus.

“ Event of Default ” means any event described in Section 5.1 .

“ Excluded Property ” means any of the (A) “Pledged Collateral” as such term is defined in the Amended and Restated Pledge Agreement dated as of February 28, 2013 between Access and the CDF1 Credit Agreement Collateral Agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time), (B) “Pledged Collateral” as such term is defined in the Amended and Restated Pledge Agreement dated as of February 28, 2013 between Christie and the CDF1 Credit Agreement Collateral Agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time), (C) “Pledged Collateral” as such term is defined in the Pledge Agreement dated as of October 18, 2011 between Access Phase 2 and Société Générale, New York Branch, in its capacity as collateral agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time), and (D) “Pledged Collateral” as such term is defined in the Pledge Agreement dated as of October 18, 2011 between CDF2 Holdings and Société Générale, New York Branch, in its capacity as collateral agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time).

“ Pledged Property ” means all Pledged Stock and any certificates evidencing the Pledged Stock, and all Dividends, Distributions, securities, cash, instruments, interest payments and other property and proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock.

“ Pledged Stock ” means the Stock more particularly described in Schedule 1 hereto, as amended and supplemented from time to time, and all other Stock of the Borrower, Access Phase 2, Cinedigm Australia and any Subsidiary of the Pledgor formed or acquired by the Pledgor after the date of this Agreement and engaged in the Servicing Business, in each case,
 
 
3
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
that may from time to time be issued or granted to the Pledgor from time to time while this Agreement is in effect; provided , however , to the extent that any such Subsidiary of the Pledgor is a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code, “Pledged Stock” with respect to such Foreign Subsidiary means 66 % of the issued and outstanding Voting Stock and 100% of the outstanding non-voting Stock of such Foreign Subsidiary that may from time to time be issued or granted to the Pledgor from time to time while this Agreement is in effect; provided ¸ further that, for the avoidance of doubt, “Pledged Stock” shall not include any Excluded Property.
 
“ Power of Attorney ” means that certain Limited Power of Attorney, dated as of the date hereof, granted to Collateral Agent by Pledgor.
 
“ Secured Obligations ” means all Guaranteed Obligations (as defined in the Limited Recourse Guaranty).

“ Stock ” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, ordinary shares, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.

“ Triggering Event ” means the Borrower, at any time, elects not to make a voluntary prepayment with CDF1 Excess Cash Flow on any Payment Date on or after the Discharge of the CDF1 Credit Agreement Obligations.

SECTION 1.2.             UCC Definitions .  Unless the context otherwise requires, all terms used herein but not defined herein or in the Credit Agreement for which meanings are provided in the Uniform Commercial Code as in effect in the State of New York or in any other applicable jurisdiction (the “ UCC ”) have the meanings given to such terms in the UCC.

ARTICLE 2
PLEDGE

SECTION 2.1.             Grant of Security Interest .  The Pledgor hereby pledges, assigns, grants, delivers, sets over, conveys and transfers to the Collateral Agent a continuing first priority security interest in and to, all of the Collateral now or hereafter owned or acquired by the Pledgor or in which the Pledgor now has or hereafter has or acquires any rights.

SECTION 2.2.             Security for Secured Obligations .  This Agreement and the Collateral secure the payment in full and performance of all Secured Obligations.

SECTION 2.3.             Delivery of Pledged Property; Registration of Pledge; Transfer upon the Occurrence of an Event of Default .  All certificates and instruments representing or evidencing any Collateral, including all Pledged Stock, shall be delivered to the Collateral Agent and shall be held by the Collateral Agent, shall be in suitable form for transfer by delivery, and shall be accompanied by all necessary instruments of transfer or assignment, duly executed in
 
 
4
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.

blank.  The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, and without notice to the Pledgor, to transfer to, or to register in the name of the Collateral Agent or any of its nominees, any or all of the Pledged Stock.
 
SECTION 2.4.             No Duty of the Collateral Agent .  The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers.  Beyond reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.  The Collateral Agent shall not be liable or responsible for any loss or damage to any of the Collateral, or from any diminution in the value thereof, by reason of the act or omission of any carrier, forwarding agency, or other agent selected by the Collateral Agent reasonably and in good faith.

SECTION 2.5.             Continuing First Priority Security Interest; Transfer of Secured Obligation .  This Agreement shall:

(a)          create a continuing first priority security interest in the Collateral;

(b)          remain in full force and effect until the payment in full and performance of all Secured Obligations and the termination of all Commitments;

(c)          be binding upon the Pledgor, its administrators, successors and assigns, provided , however , that the Pledgor may not assign any of its rights or obligations hereunder without the prior written consent of the Collateral Agent; and

(d)          inure to the benefit of the Collateral Agent and its permitted successors, transferees and, to the extent set forth in Section 10.09 of the Term Loan Agreement, assigns.

Without limitation to the foregoing, the Collateral Agent may assign or otherwise transfer any Secured Obligation held by it to any other Person, in accordance with the terms of the Term Loan Agreement, and such other Person shall thereupon become vested with all the benefits in respect thereof granted herein or otherwise.  Upon the occurrence of the event described in Section 2.5(b) above, the security interest granted herein shall terminate and all rights to the Collateral shall revert to the Pledgor.  Upon any such termination, the Collateral Agent will, (a) at the Pledgor’s expense, execute and deliver to the Pledgor such documents and instruments and do such acts and things as the Pledgor shall reasonably request to evidence such termination, without recourse or warranty to the Collateral Agent and (b) return to the Pledgor all certificates and instruments representing or evidencing any Collateral (together with all instruments of transfer or assignment) in the Collateral Agent’s possession.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

 
5
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SECTION 3.1.             Representations and Warranties .  The Pledgor represents and warrants as follows:

(a)               The Pledgor (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and (ii) has all requisite corporate power and authority to execute the Limited Recourse Guaranty and this Agreement and perform its obligations thereunder and hereunder.

(b)               The execution, delivery and performance by the Pledgor of the Limited Recourse Guaranty and this Agreement are within the Pledgor’s corporate powers and have been duly authorized by all necessary corporate action, and if required, shareholder action.  This Agreement and the Limited Recourse Guaranty have been duly executed and delivered by the Pledgor and constitute valid and binding obligations of the Pledgor, enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

(c)               The execution, delivery and performance by the Pledgor of this agreement and the Limited Recourse Guaranty (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under this Agreement, (b) will not violate any Applicable Law or regulation or the charter, by-laws or other Constituent Documents of the Pledgor or any order of any Governmental Authority applicable to the Pledgor, and (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding on the Pledgor or any of its material assets or give rise to a right thereunder to require any payment to be made by the Pledgor.
 
(d)                The Pledgor is and at all times will be the legal and beneficial owner of, and has and will have at all times good and marketable title to (and has and will at all times have full right and authority to pledge and assign), all of the Collateral, free and clear of all Liens or other charges or encumbrances, except the Liens created pursuant to the Loan Documents.

(e)                Assuming the Collateral Agent has properly registered the pledge of the Stock of Cinedigm Australia in the Australia Personal Property Security Register, the pledge of the Collateral pursuant to this Agreement creates a valid, first priority security interest in the Collateral and all proceeds thereof, securing the Secured Obligations which security interest shall be perfected upon the delivery of the certificates evidencing such Collateral to the Collateral Agent.

(f)                 The Pledged Stock described on Schedule 1 hereto (as such schedule is supplemented from time to time) has been duly authorized and validly issued, and is fully paid, and nonassessable.
 
 
6
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(g)                The Pledged Stock described on Schedule 1 hereto (as such schedule is supplemented from time to time) constitutes, and at all times thereafter the Pledged Stock will constitute, all of the issued and outstanding Stock held by the Pledgor in each Person whose Stock is pledged hereunder (other than with respect to any Foreign Subsidiary, including, without limitation, Cinedigm Australia, in relation to which the Stock pledged hereunder shall be limited to no more than 66 % of the issued and outstanding Voting Stock and 100% of the outstanding non-voting Stock of such Foreign Subsidiary that may from time to time be issued or granted to the Pledgor from time to time while this Agreement is in effect).

(h)               No authorization, approval, or other action by and no notice to or filing with, any Governmental Authority is or will be required either:

(i)         for the pledge by the Pledgor of the Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by the Pledgor, or

               (ii)         for the exercise by the Collateral Agent of the voting or other rights provided for in and in accordance with the terms of this Agreement or the remedies in respect of any Collateral pursuant to this Agreement (except, with respect to any Pledged Stock, as may be required in connection with a disposition of the Pledged Stock by laws affecting the offering and sale of securities generally).

SECTION 3.2.   Warranties upon Pledge of Additional Collateral .  The Pledgor shall be deemed to restate each representation and warranty set forth in Section 3.1 as at the date of each pledge hereunder by the Pledgor to the Collateral Agent of any additional Collateral.


ARTICLE 4
COVENANTS

SECTION 4.1.             Protect Collateral; Further Assurances .  The Pledgor will not sell, assign, transfer, pledge or encumber in any other manner the Collateral except for Liens granted pursuant to the Loan Documents.  The Pledgor will warrant and defend the right, title and security interest herein granted to the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever.  The Pledgor agrees that at any time, and from time to time, at the expense of the Pledgor and at the Collateral Agent’s request, the Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary, or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral.

SECTION 4.2.              Taxes .  The Pledgor will pay all taxes, assessments and charges levied, assessed or imposed upon the Collateral before the same become delinquent or in default, except where, and to the extent expressly permitted otherwise in the Term Loan Agreement.
 
 
7
 

CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
                   SECTION 4.3.              Transfer Powers .  The Pledgor agrees that all certificated Pledged Stock delivered by the Pledgor to the Collateral Agent pursuant to this Agreement will be accompanied by all necessary instruments of transfer or assignment, duly executed in blank.  Thereafter, the Pledgor will, upon the request of the Collateral Agent, promptly deliver to it such transfer powers, instruments and similar documents, reasonably satisfactory in form and substance to the Collateral Agent, with respect to the Collateral as the Collateral Agent may reasonably request and will, from time to time upon the request of the Collateral Agent, promptly transfer any Pledged Stock or other Stock, including all Distributions to the extent required under Section 4.4 hereof, constituting Collateral into the name of the Collateral Agent or any nominee designated by the Collateral Agent.

SECTION 4.4.             Voting Rights; Dividends .  In addition, the Pledgor agrees that:

(a)          if any Event of Default shall have occurred and be continuing, promptly upon receipt thereof by the Pledgor and upon request therefor by the Collateral Agent, the Pledgor shall deliver (properly endorsed where required hereby or requested by the Collateral Agent) to the Collateral Agent all Dividends (other than Dividends expressly permitted to be made by the Borrower or Access Phase 2 to the Pledgor under Section 8.06 of the Term Loan Agreement) of any Loan Party and its Subsidiaries;

(b)          if any Event of Default shall have occurred and be continuing, immediately upon notice to the Pledgor by the Collateral Agent, all rights of the Pledgor to exercise or refrain from exercising voting or other consensual rights in respect of the Collateral shall cease and all such rights shall thereupon become vested in the Collateral Agent, who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; and

(c)          if any Event of Default shall have occurred and be continuing, upon request of the Collateral Agent, the Pledgor shall immediately deliver to the Collateral Agent such proxies and other documents as may be necessary to allow the Collateral Agent to exercise the voting and other consensual rights with respect to any Collateral.

Except as set forth in the immediately preceding sentence, the Pledgor shall be entitled to exercise, in its reasonable judgment, but in a manner not inconsistent with the terms of the Term Loan Agreement or any other Loan Document (including this Agreement), the voting powers and all other incidental rights of ownership with respect to any Pledged Stock (subject to the Pledgor’s obligation to deliver to the Collateral Agent such certificated Pledged Stock in pledge hereunder) and to the receipt of all Dividends permitted to be made under Section 8.06 of the Term Loan Agreement.  All Dividends, Distributions, cash payments and proceeds which the Pledgor is then obligated to deliver to the Collateral Agent, shall, until delivery to the Collateral Agent, be held by the Pledgor separate and apart from its other property in trust for the Collateral Agent.  The Collateral Agent agrees that unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall, upon the written request of the Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by the Pledgor which are necessary to allow the Pledgor to exercise voting and other consensual rights with respect to
 
 
8
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
any Collateral; provided , however , that no vote shall be cast, or consent, waiver or ratification given, or action taken by the Pledgor that would impair in any material respect any Collateral or be inconsistent with or violate any provision of the Term Loan Agreement or any other Loan Document (including this Agreement).
 
SECTION 4.5.             Additional Information .  The Pledgor will promptly furnish to the Collateral Agent written notice of the occurrence of any event which would make any representation contained in Article 3 untrue in any material respect at such time.

ARTICLE 5
EVENTS OF DEFAULT; REMEDIES

SECTION 5.1.             Events of Default .  Each of the following shall constitute an “Event of Default” hereunder:

1.        Any “Event of Default” as provided under the terms of the Term Loan Agreement; or
 
2.        The Pledgor shall fail to observe or perform any covenant or agreement set forth in this Agreement or in the Limited Recourse Guaranty other than those referenced in subsection (a) above, and if such failure is capable of being remedied, such failure shall remain unremedied for the period of time described in the applicable provision hereof of in the Limited Recourse Guaranty.
 
SECTION 5.2.             Actions upon Event of Default .  In addition to its rights and remedies provided hereunder, whenever an Event of Default shall have occurred and be continuing, the Collateral Agent shall have all rights and remedies of a secured party upon default under the UCC or other Applicable Law.  Any notification required by law of any intended disposition by the Collateral Agent of any of the Collateral shall be deemed timely and reasonably given if given in accordance with Applicable Law at least ten (10) days before such disposition.  Without limitation of the above, the Collateral Agent may, whenever an Event of Default shall have occurred and be continuing, take all or any of the following actions after giving at least ten (10) days’ prior notice to the Pledgor:

(a)          transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, without disclosing that such Collateral is subject to the Lien hereunder;

(b)          take control of any proceeds of the Collateral; and

(c)          execute in the name, place and stead of the Pledgor endorsements, assignments, transfer powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.
 
SECTION 5.3.            Attorney-in-Fact .  The Pledgor hereby irrevocably appoints the Collateral Agent as its true and lawful attorney, with full power of substitution, in the name of the Pledgor, the Collateral Agent, or otherwise, for the sole use and benefit of the Collateral Agent, but at the Pledgor’s expense, (i) upon the occurrence and during the continuance of an 
 
 
9
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Event of Default, to take any action and to execute any instrument which the Collateral Agent may deem reasonably necessary or advisable to enable the Collateral Agent to realize the benefit of the security interest provided for in this Agreement and (ii) upon the occurrence of a Triggering Event, to take any action and exercise any power to cause the Pledor to enter into the Replacement Phase I MSA, including without limitation, the powers granted under the Power of Attorney.  At the request of the Collateral Agent, the Pledgor hereby agrees to enter into the Replacement Phase I MSA upon the occurrence of a Triggering Event and the Collateral Agent shall be entitled to specific performance of such obligation of the Pledgor.
 
SECTION 5.4.            Private Sales .  (a)  The Pledgor recognizes that the Collateral Agent may be unable, after the occurrence and during the continuance of any Event of Default, to effect a public sale of any or all the Pledged Stock by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “ Securities Act ”) and applicable state securities law or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that will be obligated to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof.  The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of having been a private sale.  The Collateral Agent shall be under no obligation to delay sale of any of the Pledged Stock for the period of time necessary to permit the Borrower to register such Stock for public sale under the Securities Act, or under applicable state securities law, even if the Borrower would agree to do so.

(b)          The Pledgor further agrees to use its reasonable best efforts, after the occurrence and during the continuance of an Event of Default, to do or cause to be done all such acts as may be necessary to make such sale or sales of all or any portion of the Pledgor’s Pledged Stock pursuant to this Section 5.4 valid and binding and in compliance with any and all Applicable Law.

SECTION 5.5.             Application of Proceeds .  The proceeds of any sale of, or other realization upon, all or any part of the Collateral by the Collateral Agent shall be applied to satisfy the Secured Obligations in the manner set forth in Section 4.02(b) of the Term Loan Agreement.

SECTION 5.6.             Indemnity and Expenses .  Subject to Section 5.7 , the Pledgor hereby indemnifies and holds harmless the Collateral Agent from and against any and all claims, losses, and liabilities growing out of or resulting from this Agreement (including enforcement of this Agreement), to the same extent as the Borrower, Access Phase 2 and the other Loan Parties are liable with respect to the other Loan Documents pursuant to the terms of Section 11.05 of the Term Loan Agreement.

SECTION 5.7.             Extent of Liability .  Notwithstanding anything to the contrary contained in this Agreement, the liability of the Pledgor hereunder shall be recourse only to the Collateral from time to time pledged by the Pledgor or as provided for in the Limited Recourse Guaranty, plus any reasonable costs and expenses incurred by the Collateral Agent as a result of
 
 
10
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
the Pledgor’s interference with the Collateral Agent’s rights and remedies hereunder in violation of the provisions of this Agreement or as provided under the Limited Recourse Guaranty.
 
ARTICLE 6
MISCELLANEOUS

SECTION 6.1.              Loan Document .  This Agreement is a Loan Document executed pursuant to the Term Loan Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.

SECTION 6.2.             Amendments .  No amendment, waiver or consent under this Agreement shall be effective unless the same shall be executed in accordance with the provisions of Section 11.01 of the Term Loan Agreement which are incorporated herein by this reference, mutatis mutandis with such provisions applying to Cinedigm as if it were the Borrower thereunder.

SECTION 6.3.             Obligations Not Affected .  The obligations of the Pledgor under this Agreement shall remain in full force and effect without regard to, and shall not be impaired or affected by (to the extent that the Pledgor may prospectively waive such defenses under Applicable Law):

(a)          any amendment or modification or addition or supplement to the Term Loan Agreement, any Note, any other Loan Document, any instrument delivered in connection therewith or any assignment or transfer thereof;

(b)          any exercise, non-exercise or waiver by the Collateral Agent of any right, remedy, power or privilege under or in respect of, or any release of any guaranty or col­lateral provided pursuant to, this Agreement, the Term Loan Agreement or any other Loan Document;

(c)          any waiver, consent, extension, indulgence or other action or inaction in respect of this Agreement, any other Security Document, the Term Loan Agreement or any other Loan Document or any assignment or transfer of any thereof; or

(d)          any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like, of the Pledgor or any other Person, whether or not the Pledgor shall have notice or knowledge of any of the foregoing.

SECTION 6.4.             Protection of Collateral .  The Collateral Agent may from time to time perform, at its option, any act which the Pledgor agrees hereunder to perform and which the Pledgor shall fail to perform, and the Collateral Agent may from time to time take any other action which the Collateral Agent reasonably deems necessary for the maintenance, preservation or protection of any of the Collateral or of its security interest therein.

SECTION 6.5.            Additional Interests .  If the Pledgor shall at any time acquire or hold any Stock or additional Stock of any Person whose Stock is pledged or required to be
 
 
11
 
 
pledged hereunder (any such Stock being referred to hereinafter as the “ Additional Stock ”), the Pledgor shall deliver to the Collateral Agent (i) a Pledge Agreement Supplement in the form of Exhibit A hereto with respect to such Additional Stock duly completed and executed by the Pledgor and (ii) any other document required in connection with such Additional Interests as described in Section 2.3 .  The Pledgor shall comply with the requirements of this Section 6.5 promptly, and, in any event, within no more than two (2) Business Days, of the acquisition of any such Additional Stock; provided , that the failure to comply with the provisions of this Section 6.5 shall not impair the Lien on Additional Stock conferred hereunder.
 
SECTION 6.6.           Addresses for Notices .  All notices and other communications provided for herein shall be (i) in writing, (ii) delivered and deemed received in accordance with the procedures set forth in Section 11.02 of the Term Loan Agreement and (iii) addressed to the parties at the address, facsimile number or email address provided therein or, in the case of the Pledgor, as set forth on its signature page hereto.  Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice to all of the other parties hereto in accordance with the foregoing.

SECTION 6.7.            Governing Law .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).
 
SECTION 6.8.            Arbitration; Jurisdiction; Venue; Service of Process; Jury Trial Waiver .  THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN ARTICLE XII OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
 
SECTION 6.9.             Postponement of Subrogation .  The Pledgor subordinates and agrees not to exercise any rights against the Borrower or any other Loan Party which it may acquire by way of subrogation or contribution, by any payment made hereunder or otherwise, until all of the Secured Obligations shall have been irrevocably paid in full and all Commitments have been terminated.  If any amount shall be paid to the Pledgor on account of such subrogation or contribution rights at any time when any Secured Obligation or Commitment is outstanding, such amount shall be held in trust for the benefit of the Collateral Agent and shall forthwith be paid to the Collateral Agent to be credited and applied to the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Term Loan Agreement.

SECTION 6.10.          Limitation of Liability .  NO PARTY HERETO, NOR ANY OF THEIR AFFILIATES, SHALL HAVE ANY LIABILITY WITH RESPECT TO, AND EACH PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON, ANY CLAIM FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES SUFFERED BY ANY PARTY HERETO IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO THIS AGREEMENT, THE TRANSACTIONS
 
 
12
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
CONTEMPLATED HEREIN OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION HEREWITH.
 
SECTION 6.11.            Counterparts; Effectiveness.   THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN SECTIONS 11.02(d) AND 11.10 OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

[Signature pages follow.]

 
13
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
IN WITNESS WHEREOF , the Pledgor has caused this Limited Recourse Pledge Agreement to be duly executed as of date first above written.

 
PLEDGOR :
 
     
 
CINEDIGM DIGITAL CINEMA CORP.
 
       
 
By:
   
 
Name:
 
 
Title:
 
     
 
ADDRESS FOR NOTICES:
 
 
Address:
 
 
902 Broadway
 
 
9th Floor
 
 
New York, NY 10010
 
 
Attention:  General Counsel
 
 
Facsimile No.:  212-206-9001/424-281-5401
 
 
Email:   gloffredo@cinedigm.com
 
 
 amizel@cinedigm.com
 
 
 jbrownson@cinedigm.com
 
     
     
 
with a copy to:
 
     
 
Kelley Drye & Warren LLP
 
 
101 Park Avenue
 
 
New York, NY 10178
 
 
Attention:  Jonathan K. Cooperman, Esq. and Merrill B. Stone, Esq.
 
Facsimile No.:  (212) 808-7897
 
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
ACCEPTED AND AGREED  
as of the date first above written:  
   
PROSPECT CAPITAL CORPORATION ,
 
as Collateral Agent  
     
By:    
Name:  
Title:  
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SCHEDULE 1

PLEDGED STOCK
 
Pledgor
Issuer
Class of
Stock
Stock Certificate
Numbers
Percentage of Stock
Owned/ Percentage of
Stock
Pledged
Cinedigm Digital Cinema Corp.
Cinedigm DC
Holdings, LLC
o
o
100% / 100%
Cinedigm Digital Cinema Corp.
Access Digital Cinema
Phase 2, Corp.
o
o
100% / 100%
Cinedigm Digital Cinema Corp.
Cinedigm Digital Cinema Australia Pty
Ltd.
o
o
100% / 66%

 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
EXHIBIT A
 
FORM OF PLEDGE AGREEMENT SUPPLEMENT
 
THIS PLEDGE AGREEMENT SUPPLEMENT (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, this “ Supplement ”), dated as of ______________, 20__, is made by CINEDIGM DIGITAL CINEMA CORP. , a Delaware corporation (the “ Pledgor ”), in favor of PROSPECT CAPITAL CORPORATION , a Maryland corporation, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”).  All capitalized terms not otherwise defined herein have the meanings given to such terms in the Pledge Agreement (as defined below).
 
WHEREAS , the Pledgor is required under the terms of that certain Limited Recourse Pledge Agreement dated as of February [28], 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Pledge Agreement ”), made by the Pledgor in favor of the Collateral Agent, to cause certain of the Stock held by it and listed on Supplemental Schedule 1 attached to this Supplement (the “ Additional Stock ”) to be specifically identified as subject to the Pledge Agreement; and
 
WHEREAS , the Pledgor has acquired rights in the Additional Stock and desires to evidence its prior pledge to the Collateral Agent of the Additional Stock in accordance with the terms of the Term Loan Agreement and the Pledge Agreement;
 
NOW, THEREFORE , the Pledgor hereby agrees as follows with the Collateral Agent for the benefit of the Secured Parties:
 
The Pledgor hereby reaffirms and acknowledges the pledge and collateral assignment to, and the grant of security interest in, the Additional Stock contained in the Pledge Agreement and pledges and collaterally assigns to the Collateral Agent a first priority lien and security interest to secure the payment in full and performance of all Secured Obligations in (a) the Additional Stock; (b) all other Pledged Property, whether now or hereafter delivered to the Collateral Agent in connection with this Agreement; and (c) all proceeds of any of the foregoing.
 
The Pledgor hereby acknowledges, agrees and confirms by its execution of this Supplement that the Additional Stock constitute “Pledged Stock” under and are subject to the Pledge Agreement, and the items of property referred to in clauses (a) through (c) above (the “ Additional Collateral ”) shall collectively constitute “Collateral” under and are subject to the Pledge Agreement.  Each of the representations and warranties with respect to Pledged Stock and Collateral contained in the Pledge Agreement is hereby made by the Pledgor with respect to the Additional Stock and the Additional Collateral, respectively.  Attached to this Supplement is a duly completed Supplemental Schedule 1 (the “ Supplemental Schedule ”) supplementing as indicated thereon Schedule 1 to the Pledge Agreement.  The Pledgor represents and warrants that the information contained on the Supplemental Schedule with respect to such Additional Stock is true, complete and accurate as of the date of its execution of this Supplement.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
IN WITNESS WHEREOF , the Pledgor has caused this Pledge Agreement Supplement to be duly executed as of the date first above written.
 
 
PLEDGOR :
 
     
 
CINEDIGM DIGITAL CINEMA CORP.
 
     
 
By:
   
 
Name:
 
 
Title:
 

ACCEPTED AND AGREED  
as of the date first above written:  
   
PROSPECT CAPITAL CORPORATION ,
 
as Collateral Agent  
     
By:    
Name:  
Title:  
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
SUPPLEMENTAL SCHEDULE 1

ADDITIONAL INTERESTS
 
Pledgor
Issuer
Class of Stock
Certificate Numbers
Percentage of Stock Owned/
Percentage of Stock
Pledged
Cinedigm Digital Cinema Corp.
o
o
o
100% / o %
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(i) Exhibit O – Form of Note
 
$_________ 
New York, New York
  as of [__], 20__
 
FOR VALUE RECEIVED, CINEDIGM DC HOLDINGS, LLC, a Delaware limited liability company (the “ Obligor ”), DOES HEREBY PROMISE TO PAY to the order of [INSERT NAME OF LENDER] (the “ Lender ”) at the office of Prospect Capital Corporation, a Maryland corporation (“ Prospect ”), as Administrative Agent for the Lenders under the Term Loan Agreement referred to below, at Prospect Capital Corporation, 10 East 40th Street, 44th Floor, New York, New York 10016,   in lawful money of the United States of America in immediately available funds, the principal amount of [ ____________ ] DOLLARS ($ [ _________ ] ), or the aggregate unpaid principal amount of all Term Loans (as defined in the Term Loan Agreement referred to below) made by the Lender to the Obligor pursuant to the terms of the Term Loan Agreement, whichever is less, on such date or dates as are required by the Term Loan Agreement, and to pay interest on the unpaid principal amount from time to time outstanding hereunder, in like money, at such office and at such times as are set forth in the Term Loan Agreement.
 
The Obligor and any and all sureties, guarantors and endorsers of this   Note and all other parties now or hereafter liable hereon severally waive grace, demand, presentment for payment, protest, notice of any kind (including, but not limited to, notice of dishonor, notice of protest, notice of intention to accelerate or notice of acceleration) and diligence in collecting and bringing suit against any party hereto and agree to the extent permitted by applicable law (i) to all extensions and partial payments, with or without notice, before or after maturity, (ii) to any substitution, exchange or release of any security now or hereafter given for this Note, (iii) to the release of any party primarily or secondarily liable hereon, and (iv) that it will not be necessary for any holder of this Note, in order to enforce payment of this Note, to first institute or exhaust such holder’s remedies against the Obligor or any other party liable hereon or against any security for this Note.  The non-exercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.
 
This Note is one of the Notes referred to in that certain Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”; capitalized terms used in herein and not otherwise defined have the meanings ascribed to such terms in the Term Loan Agreement), among Obligor, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as Administrative Agent and Collateral Agent.
 
The Lender may, but is not obligated to, set forth on the last page hereof such information as is designated on the last page hereof; provided , however , that any error in or omission of such information shall not impair the Lender’s rights hereunder.
 
In the event of a conflict between this Note and the Term Loan Agreement, the provisions of the Term Loan Agreement will govern.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Except as provided in Section 11.06 of the Term Loan Agreement, this Note may not be assigned by the Lender to any other Person.
 
THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS NOTE, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).  THIS NOTE SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN ARTICLE XII OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
 
[Signature page follows.]
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEME CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
IN WITNESS WHEREOF, the undersigned has caused this Note to be duly executed and delivered by its duly Authorized Officer as of the date first above written.

   
CINEDIGM DC HOLDINGS, LLC
 
       
 
a)
By:
   
 
b)
 
Name:
 
     
Title:
 
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(i) [LAST PAGE OF NOTE]
 
Date
Amount of Loan
 
Payments
Unpaid
Principal
Balance
of Note
Name of
Person
Making
Notation
Principal
Interest
         

 
-1-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
To:  Prospect Capital Corporation      Perfection Certificate
                                                                                                          
Notes
:
 
 
1. 
This is a form designed to be completed in Microsoft Word.
2. 
If there is not enough space for your answer, use the continuation sheet at the end of this form or attach a separate Word document with the additional information.
3. 
When completed, submit this form by e-mail to Prospect Capital Corporation.  Please also print this form and submit a hard copy signed by an officer of the Loan Party.
4. 
This completed and executed certificate is a condition to closing and funding the loan.  Information contained herein may have an impact on the drafting of the loan documents.  The sooner this completed certificate is received by Prospect Capital Corporation, the more likely it is that the transaction can be finalized in a timely manner.
 
EXHIBIT P - FORM OF PERFECTION CERTIFICATE
 
TO:         PROSPECT CAPITAL CORPORATION

The undersigned, the _________   of _________   (the “Company”), hereby represents and warrants to you on behalf of the Company as follows:
 
 
1.
NAMES OF THE COMPANY
 
a.           The name of the Company as it appears in its current Articles or Certificate of Incorporation is:
 
b.           The federal employer identification number of the Company is:  
 
c.           The Company is formed   under the laws of the [State] [Country] of   .
 
d.           The organizational identification number issued to the Company under its jurisdiction of formation is:
 
e.           The Company transacts business in the following states (and/or countries) (list jurisdictions other than jurisdiction of formation):
 
f.           The Company is duly qualified to transact business as a foreign entity in the following states (and/or countries) (list jurisdictions other than jurisdiction of formation):
 
g.           The following is a list of all other names (including fictitious names, d/b/a’s, trade names or similar names) currently used by the Company or used within the past five years:
 
 
Name
 
Period of Use
 
Note whether prior legal name,
 fictitious name, d/b/a, trade
 name, etc.
 
 
 
 
   
 
 
 
 
   
 
 
 
 
   
 
 
-2-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
To:  Prospect Capital Corporation      Perfection Certificate
 
h.           The following are the legal names and jurisdictions of formation of all entities which have been merged into the Company during the past five years:
 
 
Legal Name of Merged Entity
 
Entity Jurisdiction of Formation
 
Year of Merger
 
 
     
 
 
 
     
 
 
 
     
 

i.           The following are the legal names and addresses (including jurisdictions of formation) of all entities from whom the Company has acquired any personal property in a transaction not in the ordinary course of business during the past five years, together with the date of such acquisition and the type of personal property acquired (e.g., equipment, inventory, etc.):
 
 
Legal   Name
 
Jurisdiction of Formation /
Address
 
Date of
Acquisition
 
Type of Property
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
2. 
EQUITY-RELATED MATTERS
 
a.           Is the Company publicly-traded or privately held?
 
Public   o                      Private o
 
b.           If public, provide the following information:
 
 
Date of Listing
 
 
 
Exchange (e.g., NASDAQ, NYSE, LSE, etc.)
 
 
 
Ticker/Trading symbol
 
 
 
Tax/Accounting Year
 
 
 
Is the Company current in its SEC and/or other reporting?
 
 
 
Last report filed
 
 

c.           If private, attach a current capitalization table as a schedule.
 
 
3.
PARENT/SUBSIDIARIES OF THE COMPANY
 
a.           The legal name of each subsidiary and parent of the Company is as follows.  (A
 
 
 
-3-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
To:  Prospect Capital Corporation      Perfection Certificate
 
“parent” is an entity directly owning more than 50% of the outstanding capital stock of the Company.  A “subsidiary” is an entity, 50% or more of the outstanding capital stock of which is directly owned by the Company.)
 
 
Name
 
Subsidiary/Parent
 
Fed . Employer ID No .
 
 
 
Sub   o            Parent   o
 
 
 
 
 
Sub   o            Parent   o
 
 
 
 
 
Sub   o            Parent   o
 
 

b.           The following is a list of the respective jurisdictions and dates of formation of the parent and each subsidiary of the Company:
 
 
Name
 
Jurisdiction
 
Date of Formation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

c.           The following is a list of all other names (including fictitious names, d/b/a’s, trade names or similar names) currently used by each subsidiary of the Company or used during the past five years:
 
 
Name
 
Subsidiary
 
 
 
 
 
 
 
 
 
 
 
 

d.           The following are the names of all entities which have been merged into a subsidiary of the Company during the five years:
 
 
Name
 
Subsidiary
 
 
 
 
 
 
 
 
 
 
 
 

e.           The following are the names and addresses of all entities from whom each subsidiary of the Company has acquired any personal property in a transaction not in the ordinary course of business during the past five years, together with the date of such acquisition and the type of personal property acquired (e.g., equipment, inventory, etc.):
 
 
-4-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
To:  Prospect Capital Corporation      Perfection Certificate
 
 
Name
 
Address
 
Date of
Acquisition
 
Type of
Property
 
Subsidiary
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
4.
LOCATIONS OF COMPANY AND ITS SUBSIDIARIES
 
a.           The Company and each of its subsidiaries maintain books or records at the following addresses:
 
 
Complete street and mailing address, including county
 
Name   of Company/Subsidiary
 
 
   
 
 
   
 
 
   

b.           The Company and its subsidiaries own, lease, or occupy real property located at the following addresses and maintain equipment, inventory, or other property at such address:
 
 
Complete street and mailing address, including
county
 
Name   of
Company/Subsidia ry
Equipment/Inventory/other  
Collateral
 
 
     
 
 
     
 
 
     

c.           The following are the names and addresses of all warehousemen, bailees, or other third parties who have possession of any of the Company’s inventory, equipment, or other property or that of its subsidiaries:
 
 
Name and complete mailing address of
third party
 
Description of assets held with third
party including estimated FMV
 
Name   of
Company/Subsidiary
 
 
 
 
   
 
 
 
 
   
 
 
 
 
 
 

 
5.
SPECIAL TYPES OF COLLATERAL
 
a.           The Company and its subsidiaries own (or have any ownership interest in) the
 
 
-5-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
following kinds of assets.
 
To:  Prospect Capital Corporation      Perfection Certificate
 
 
Copyrights or copyright applications registered with the U.S. Copyright Office
 
Yes    o      
No    o
 
Software registered with the U.S. Copyright Office
 
Yes     o    
No    o
 
Software not registered with the U.S. Copyright Office
 
Yes     o
No    o
 
Patents and patent applications
 
Yes     o
No    o
 
Trademarks or trademark applications (including any service marks, collective marks and certification marks)
 
Yes     o
No    o
 
Licenses to use trademarks, patents and copyrights of others
 
Yes     o
No    o
 
Licenses, permits (including environmental), authorizations, or certifications issued by federal, state, or local governments issued to the Company and/or its subsidiaries or with respect to their assets, properties, or businesses
 
Yes     o
No    o
 
Stocks, bonds or other securities held by the Company or its subsidiaries in other entities (Company or sub is the stock owner)
 
Yes     o
No   o
 
Promissory notes, or other instruments or evidence of indebtedness issued in favor of the Company or any of its subsidiaries (Company or sub is the lender)
 
Yes     o
No   o
 
Leases of equipment, security agreements naming the Company or its subsidiaries as secured party or other chattel paper (Company or sub is the lessor/secured party)
 
Yes     o
No   o
 
Aircraft
 
Yes     o
No   o
 
Vessels, Boats or Ships
 
Yes     o
No   o
 
Railroad Rolling Stock
 
Yes     o
No   o
 
Motor Vehicles
 
Yes     o
No   o

If the answer is “yes” to any of the above questions, attach a Schedule 5(a) listing each asset owned by the Company and/or its subsidiaries (separately identified and scheduled for each entity) and identifying which party owns the asset, the relevant jurisdiction (such as IP registered in non-U.S. jurisdictions or the jurisdiction under which a motor vehicle is registered), each registration, application, or other identification number, and all other relevant information.  In the cases of licenses, include the relevant parties and the specific property being licensed, and, if any licenses are material to the Company’s and/or any of its subsidiaries’ business, provide copies of such licenses.
 
b.           The following are all banks, brokerages, or financial institutions at which the Company and its subsidiaries maintain deposit or securities accounts:
 
 
Institution Name and
Address
 
Account Number
 
Average Balance in
Account
 
Name of Account
 Owner
 
 
 
 
 
 
   
 
 
 
 
 
 
   
 
 
 
 
 
 
   
 
 
-6-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
To:  Prospect Capital Corporation      Perfection Certificate
 
c.           Does or is it contemplated that the Company will regularly receive letters of credit from customers or other third parties to secure payments of sums owed to the Company?  The following is a list of letters of credit naming the Company as “beneficiary” thereunder:

 
LC Number
 
Name of LC Issuer
 
LC Applicant
           
           
           

 
6.
DEBT/ENCUMBRANCES
 
a.           The Company and its subsidiaries have the following outstanding debt for money borrowed (whether or not convertible) (please attach copies of all instruments evidencing the debt):
 
 
Name and Address of Lender
 
Original Principal
Amount/ Principal
Outstanding
 
Maturity Date
 
Secured/Unsecured (if
secured, complete 6(b))
               
               
               

Do not list debt that is to be repaid prior to or concurrently with the Prospect Capital Corporation loan.

b.           The Company’s and its subsidiaries’ properties are subject to the following liens or encumbrances:
 
 
Name of Holder of
Lien/Encumbrance
 
Description of Property Encumbered
 
Name   of
Company/Subsidiary
           
           
           

Do not list liens that are to be terminated prior to or concurrently with the Prospect Capital Corporation loan.
 
 
7.
GOVERNMENT REGULATION
 
The Company and its subsidiaries are subject to regulation by the following federal, state or local government entity or any department, agency, or instrumentality thereof:
 
 
-7-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
To:  Prospect Capital Corporation      Perfection Certificate
 
 
Name of Regulatory Entity
 
 
Description of Regulation
 
 
Company/Subsidiary
 
         
Company   o or Name of Sub
         
Company   o or Name of Sub
         
Company   o     or Name of Sub
 
 
8.
LITIGATION
 
a.           The following is a complete list of pending and threatened litigation or claims involving amounts claimed against the Company in an indefinite amount or in excess of $50,000 in each case:
 
b.           The following are the only claims which the Company has against others (other than claims on accounts receivable), which the Company is asserting or intends to assert, and in which the potential recovery exceeds $50,000:
 
9.            TAXES
 
The following taxes are currently outstanding and unpaid:
 
 
Assessing Authority
 
Amount and Description
       
       
       
 
 
10.
INSURANCE BROKER
 
The following broker handles the Company’s property and liability insurance:
 
 
Broker
 
Contact
 
Telephone
 
Fax
 
Email
 
 
 
 
 
 
 
 
 
 
 
 
11.
OFFICERS OF THE COMPANY AND ITS SUBSIDIARIES
 
 
-8-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
To:  Prospect Capital Corporation      Perfection Certificate
 
The following are the names and titles of the officers of the Company and its subsidiaries.
 
 
Office/Title
 
Name of Officer
 
Name   of
Company/Subsidiary
 
 
 
 
   
 
 
 
 
   
 
 
 
 
   
 
 
 
 
   

 
12.
IRS FORM W9
 
The Company’s completed and executed IRS Form W9 is attached hereto as Exhibit A.
 
 
13.
LEGAL COUNSEL
 
The following attorney(s) will represent the Company in connection with the loan documents:
 
 
Name of Attorney
 
Name of law firm /
 address
 
Telephone
 
Fax
 
Email
 
 
 
 
 
 
 
 
 
 
 
The Company acknowledges that your acceptance of this Perfection Certificate and any continuation pages does not imply any commitment on your part to enter into a loan transaction with the Company, and that any such commitment may only be made by an express written loan commitment, signed by one of your authorized officers.
 
Date:    
         
 
By:
     
    Its :    
  Email:      
  Phone :      
  Fax:      
 
 
-9-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
To:  Prospect Capital Corporation      Perfection Certificate
 
Continuation Page - Additional Information

 
  -10-
 

CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Exhibit A
 
IRS Form W9
 
See attached.
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
EXHIBIT Q - SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT
 
THIS SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (this “ Agreement ”) dated as of __________________ (the “ Effective Date ”) by and among CINEDIGM DIGITAL CINEMA CORP., a Delaware corporation (“ Cinedigm ”),  CINEDIGM DIGITAL FUNDING I, LLC, a Delaware limited liability company (“ Owner ”) and CINEDIGM DC HOLDINGS, LLC, a Delaware limited liability company (“ Manager ”).  Each of Owner and Manager are referred to herein in individually as a “Party” and collectively as the “Parties”.
 
RECITALS
 
WHEREAS, Owner is in the business of assisting Exhibitors (as defined below) deploy Digital Systems (as defined below) for theatrical presentations and the administering of virtual print fees relating to such systems pursuant to certain master license agreements between Owner and Exhibitors (the “ Master License Agreements ”);
 
WHEREAS, Owner and Cinedigm entered into an Amended and Restated Management Services Agreement dated as of February 28, 2013 (the “2013 Agreement”), pursuant to which Cinedigm provided to the Owner services in connection with Owner’s business described in the preceding paragraph; and
 
WHEREAS, Owner, Manager and Cinedigm wish to amend and restate the 2013 Agreement in its entirety and to replace Cinedigm with the Manager thereunder.
 
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the Parties hereby amend and restate the 2013 Agreement in its entirety to read as follows:
 
1.             Definitions .
 
1.1   Defined Terms .  As used in this Agreement, the following terms shall have the following meanings:
 
“ Agreement ” has the meaning specified in the Recitals.
 
“ Available Funds ” has the meaning specified in Section 17.5(b) .
 
“ Capital Expenditures ” means, for any Person for any period, the aggregate of all expenditures, whether or not made through the incurrence of indebtedness, by such Person during such period for the purchase, acquisition, leasing, receipt, delivery, construction, installation, replacement, repair, redeployment, substitution or improvement of fixed or capital assets or additions to such assets, in each case required to be capitalized under generally accepted accounting principles on a consolidated balance sheet of such Person, excluding interest capitalized during construction.
 
 
-2-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Change in Control ” means (i) that Cinedigm shall cease to own and control legally and beneficially a majority of the economic and voting rights associated with the ownership of the outstanding voting stock of all classes of voting stock of Owner, or (ii) the occurrence of both (A) any event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 51% or more, of the equity securities of Cinedigm entitled to vote for members of the board of directors or equivalent governing body of Cinedigm on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right) and (B) the event or series of events described in subpart (A) results in Cinedigm’s existing lines of business as of the Effective Date (which are content origination and distribution, digital servicing, and exhibition software) being less than a majority of Cinedigm’s business.
 
“ Cinedigm ” means Cinedigm Digital Cinema Corp., a Delaware corporation.
 
“ Cinedigm Party ” means each of Owner and Cinedigm, and “ Cinedigm Parties ” means both of Owner and Cinedigm.
 
“ Cineplex ” means a theater with multiple cinema auditoriums.
 
“ Deposit Account ” means deposit account held in Owner’s name a depository bank that is, or whose holding company is, rated at least BBB+ by S&P and at least Baa1 by Moody’s.
 
 “ Digital Cinema Deployment Agreement ” means a digital cinema deployment agreement between the Owner or its affiliates and a Distributor, and which defines the terms governing virtual print fees to be made by such Distributor.
 
“ Digital System ” means, collectively, a digital projection system which meet the compliance specifications of the Digital Cinema Deployment Agreement, consisting of a 2K or 4K projector, a digital cinema playout system (server or media block), a screen management system for the relevant screen and all other system components and software as are required to be compliant, including the elements necessary for the connectivity to screens; provided that "Digital System" shall not include any digital projection system manufactured and/or assembled by IMAX Corporation.
 
“ Digital System Licensee ” means any movie theatre exhibitor who is a party to a then effective Master License Agreement.
 
“ Digital Title ” means a digitized version of a theatrical feature film released by a motion picture studio.
 
“ Distributor ” means (a) Sony Pictures Entertainment, Inc., (b) Warner Bros Pictures, Inc., (c) Walt Disney Company, (d) Paramount Pictures Corporation, (e) Universal Pictures, Inc., (f)
 
 
-3-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Twentieth Century Fox Film Corp., (g) Lions Gate Films, Inc., or (h) another Person in the business of distributing theatrical feature films or other traditional or non-traditional motion picture content for exhibition in a theater.
 
 “ Effective Date ” has the meaning specified in the preamble.
 
“ ERISA ” means the United States Employee Retirement Income Security Act of 1974.
 
“ Event of Default ” has the meaning specified in the Master License Agreements or in the Prospect Loan Documents.
 
“ Exhibitor ” means an operator of cinema complexes operating Installed Digital Systems.
 
“ Expiration Date ” means the date of the indefeasible payment in full in cash of the Obligations (as defined in the Prospect Loan Documents).
 
“ Fees ” has the meaning specified in Section 8.
 
“ Indemnified Party ” has the meaning specified in Section 16.3 .
 
“ Indemnitor ” has the meaning specified in Section 16.3 .
 
“ Information ” has the meaning specified in Section 17.7 .
 
 “ Installed Digital Systems ” means installed and fully operational Digital Systems subject to a Master License Agreement and maintenance arrangements as may be required under the Master License Agreements.
 
 “ Manager ” has the meaning specified in the preamble.
 
“ Master License Agreements ” has the meaning specified in the Recitals.
 
“ Non-Reimbursable Expenses ” has the meaning specified in Section 7.2 .
 
“ Operating Revenues ” means all cash revenues and earnings derived from the Digital Cinema Deployment Agreements, Master License Agreements, and Digital Systems (in each case).
 
“ Operation Standards ” means the standards for the performance of the Services set forth in Section 4 .
 
“ Owner ” has the meaning specified in the Recitals.
 
“ Owner’s Insurance ” has the meaning specified in Section 10.1 .
 
“ Owner’s Taxes ” means any taxes (income, property or otherwise), levies, imposts, deductions, charges or withholding and all liabilities with respect thereto of Owner.
 
“ Party ” and “ Parties ” have the meanings specified in the preamble.
 
 
-4-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Payment Date ” has the meaning specified in Section 7.1 .
 
“ Person ” means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or governmental authority.
 
“ Prospect ” means Prospect Capital Corporation, a Maryland corporation, in its capacity as a Lender, the Administrative Agent and the Collateral Agent (in each case, as such terms are defined in the Prospect Loan Documents).
 
“ Prospect Loan Documents ” means, collectively, the Term Loan Agreement and related security documents governing the $70.0 million loan by Prospect to Manager, as further described in Exhibit A attached hereto.
 
“ Records ” has the meaning specified in Section 3.3 .
 
“ Reimbursable Expenses ” has the meaning specified in Section 7.1.
 
“ Services ” has the meaning specified in Section 3 .
 
“ Term ” has the meaning specified in Section 14.1 .
 
1.2            Rules of Construction .  Unless the context otherwise requires:
 
a term has the meaning assigned to it;
 
an accounting term not otherwise defined herein and accounting terms partly defined herein, to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles as in effect from time to time;
 
“or” is not exclusive;
 
“including” means including without limitation;
 
words in the singular include the plural and words in the plural include the singular;
 
all references to “$” are to United States dollars unless otherwise stated;
 
any agreement, instrument or statute defined or referred to in this Agreement or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified, restated, extended or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein;
 
references to a Person are also to its permitted successors and assigns; and
 
 
-5-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.
 
2.             Appointment .  On the terms and conditions set forth herein, Owner hereby engages Manager to perform the Services as described herein.  Manager hereby accepts such engagement.  Manager is an independent contractor, and nothing in this Agreement or in the relationship of Owner and Manager shall constitute a partnership, joint venture or any other similar relationship.
 
3.             Services .  During the Term, Manager shall, subject to the terms hereof, perform those functions reasonably necessary to provide all management, accounting, technical and operational support required by Owner to support Owner’s business, including (i) administering, servicing and enforcing rights in respect of all Digital Cinema Deployment Agreements and the Master License Agreements, (ii) monitoring and enforcing rights and obligations in respect of the Digital Systems, including, without limitation, any right to require a Digital System Licensee to maintain Digital Systems in good order and repair during the initial term of the applicable Master License Agreement, normal wear and tear expected, and (iii) performing and administering all cash management, reporting and accounting obligations of Owner under the Master License Agreements (collectively, the “ Services ”), all in accordance with the Operation Standards.  Without limiting the generality of the foregoing, Manager will have the following specific duties in relation to the Services.
 
3.1           Digital Systems .  Manager shall enforce and maintain all rights of Owner with respect to such Digital Systems, in accordance with the Operation Standards.  In the event that Owner has the right under a Master License Agreement to collect relocation expenses and/or remove any Digital System from the Cineplex in which such Digital System is located, Manager shall promptly attempt to collect such relocation expenses, arrange to remove such Digital System and, subject to the terms of this Section 3.1 , use its commercially reasonable efforts to redeploy such Digital System in a new Cineplex as promptly as possible.  In selecting a new Cineplex, Manager shall conduct due diligence on such Cineplex consistent with the due diligence conducted in connection with the original deployment of such Digital System and   shall only deploy such Digital System in a Cineplex that meets the criteria that Manager uses to deploy other digital systems.  If the owner of such new Cineplex is not a party to a Master License Agreement, Manager shall, prior to deploying such Digital System in such Cineplex on behalf of Owner or another Cinedigm Party, enter into a Master License Agreement with such owner on terms acceptable to the Owner. Owner acknowledges that the initial form of Master License Agreement shall be reasonably acceptable to Prospect.  Manager shall make such determination using reasonable judgment in its sole discretion, but consistent with the Operation Standards.
 
3.2           Administration of Agreements .  To the extent required under a Master License Agreement, Manager shall, on behalf of Owner, and in accordance with the Operation Standards, (i) maintain a database of the Digital Cinema Deployment Agreements indicating, for each Digital Cinema Deployment Agreement, the number of Digital Titles released, the amount of all payments due from the distributor thereunder and the dates on which such payments are
 
 
-6-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
due, (ii) maintain a database of the Master License Agreements indicating, for each Master License Agreement, the amount of all payments due from the exhibitor thereunder and the dates on which such payments are due, (iii) invoice all fees and payments due under the Digital Cinema Deployment Agreements and Master License Agreements, and use commercially reasonable efforts to collect all such fees and payments due thereunder, (iv) perform or cause to be performed all services required to be performed by the applicable Cinedigm Party under the terms of the Digital Cinema Deployment Agreements and Master License Agreements, including all technical support, installation, maintenance and servicing required of the applicable Cinedigm Party thereunder, and (v) otherwise use commercially reasonable efforts to ensure compliance on the part of the distributors, exhibitors and Cinedigm Parties with the terms of each Digital Cinema Deployment Agreement and Master License Agreements, including compliance with the insurance requirements thereunder, as applicable.
 
3.3           Books and Records .  Manager shall provide cash management, reporting, clerical, bookkeeping and accounting services as necessary or appropriate in light of the nature of Owner’s business and the requirements of the Master License Agreements, including (i) maintenance of general records and materially accurate books and records of account of Owner pertaining to the Services as may be necessary or appropriate under the Operation Standards. All of the foregoing books and records (the “ Records ”) shall be kept in a secure location.
 
3.4            Tax Returns .  Manager shall prepare and file, or cause to be prepared and filed, all franchise, withholding, income and other tax returns of Owner required to be filed by Owner and arrange for Owner’s Taxes or any other taxes owing by Owner to be paid to the appropriate authorities, all on a timely basis and in accordance with applicable law, except for those whose amount or validity is being contested in good faith by proper proceedings diligently conducted and for which adequate reserves are maintained on the books of Owner in accordance with generally accepted accounting principles.
 
3.5           Compliance with Law .  Manager will take such actions within its reasonable control as may be necessary to comply and to cause Owner to comply in all material respects with any and all laws, ordinances, orders, rules, regulations, requirements, permits, licenses and statutes applicable to the Digital Systems.
 
4.   Operation Standards .  Manager shall perform the Services in accordance with reasonable and prudent business practices, its customary practices and the terms of the Master License Agreements, the Digital Cinema Deployment Agreements, and applicable law and with no less care, skill, and diligence than it would exercise with regard to its own assets as if there were no other business relationships with any movie distributors or Digital System Licensees other than licensing of the assets being serviced hereunder.  The Services shall be of a scope and quality not less than those generally performed by first class professional managers performing services of similar type and quality to the Services hereunder.  Manager hereby acknowledges that it has received a copy of each of the Master License Agreements and each of the Digital Cinema Deployment Agreements and agrees not to take any action or fail to take any action with respect to the performance of the Services or with respect to its other rights and obligations under this Agreement that would cause Owner to be in default thereunder.
 
 
-7-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
5.             Authority of Manager .  During the Term, the Parties acknowledge that Manager will be acting as the exclusive agent of Owner with regard to the Services described herein.  Owner hereby grants to Manager the exclusive right and authority, and hereby appoints Manager as its true and lawful attorney-in-fact, with full authority in the place and stead of Owner and in the name of Owner, subject to compliance with the Master License Agreements to negotiate, execute or implement, as circumstances dictate, for and on behalf of Owner, any modification, waiver or amendment of any term of, forgive any payment on, and permit the release of any distributor or exhibitor on, any Digital Cinema Deployment Agreement or Master License Agreement, as applicable, as it may determine to be necessary or appropriate in accordance with the Operation Standards.  Manager will also, subject to compliance with the Prospect Loan Documents, have the authority to enforce, terminate, settle, and compromise disputes under all Digital Cinema Deployment Agreements and Master License Agreements as Manager deems necessary, appropriate or desirable in accordance with the Operation Standards.  In addition, Manager will have full discretion in determining whether to commence litigation on behalf of Owner, and will have full authority to act on behalf of Owner in any litigation proceedings or settlement discussions commenced by or against Owner.  Owner shall promptly execute such other or further documents as Manager may from time to time reasonably request to more completely effect or evidence the authority of Manager hereunder, including the delivery of such powers of attorney (or other similar authorizations) as Manager may reasonably request to enable it to carry out the Services hereunder.  Notwithstanding anything herein to the contrary, Manager shall not have the right or power, and in no event shall it have any obligation, to institute, or to join any other Person in instituting, or to authorize a trustee or other Person acting on its behalf or on behalf of others to institute, any bankruptcy, reorganization, arrangement, insolvency, liquidation or receivership proceedings under the laws of the United States of America or any state thereof with respect to or on behalf of Owner.  Manager is hereby, subject to compliance with the Master License Agreements, authorized to incur operating expenses and to make Capital Expenditures on behalf of Owner, the necessity, nature, and amount of which may be determined in Manager’s discretion in accordance with the Operation Standards.
 
6.             Receipts .  Manager shall cause all Operating Revenue to be deposited directly into the Deposit Account or such other accounts designated by Owner. Manager agrees to give no direction to any distributor, exhibitor or other Person, or otherwise cause any fees or other payments to be paid to Owner, Manager, or any other Person, whether at the direction of Owner or otherwise, in contravention of the requirements contained herein.  In the event Manager shall for any reason receive any Operating Revenue, Manager shall within five (5) Business Days of knowledge of receipt, deposit the same into the Distributor Lockbox Account.
 
7.             Reimbursements .
 
7.1           Reimbursable Expenses .  Owner shall reimburse Manager on the 10th day of each month, or if that day is not a business day, the next business day thereafter, (the “ Payment Date ”) for the costs and expenses incurred with respect to the Owner’s business and which were paid by Manager out of Manager’s own funds in the preceding month and not by funds of Owner (“ Reimbursable Expenses ”).
 
 
-8-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
7.2     Non-Reimbursable Expenses .  All costs and expenses necessary to the performance of Manager’s duties other than the Reimbursable Expense will be paid from Manager’s own funds (“ Non-Reimbursable Expenses ”).
 
8.             Compensation .
 
8.1    Fees .  In consideration of Manager’s agreement to perform the Services, and so long as no Event of Default has occurred and is continuing, during the Term hereof, Owner hereby agrees to pay to Manager a fee with respect to all Operating Revenues in excess of $500,000 in any year (beginning with the year that begins on the Effective Date) equal to 95% of such Operating Revenues (the “ Fees ”) with payments to be made by wire transfer or such other deposit method as approved by Prospect to the following account: Borrower Collection Account #, or such other account as the Manager shall provide with the prior written consent of Prospect.
 
8.2    Adjustments .  All Fees shall be subject to any adjustment for amounts owed by Manager to Owner pursuant to the indemnity provided by Manager to Owner hereunder, and all Fees or any part thereof, once paid, will not be refundable under any circumstances absent fraud, gross negligence, willful misconduct or breach of this Agreement.  Owner’s obligation to pay the Fees may be waived by Manager, only with the prior written consent of Prospect, and any fees so waived may not be recaptured at a later date.  If Manager subsequently determines that the Fees previously paid were less than what should have been paid (based on a re-computation of the Operating Revenues for any annual period), then the Fees for the next annual period shall, upon demonstration of such underpayment to Owner, be increased by the amount of the underpayment.  If Manager subsequently determines that the Fees so paid to it for any annual period were higher than what should have been paid (based on a re-computation of the Operating Revenues for such annual period), then the Fees for the next annual period shall be reduced by the amount of the overpayment.  Upon the expiration or earlier termination of this Agreement as set forth in Section 14 , Manager shall be entitled to receive, on the next succeeding Payment Date, as applicable, the Fees with respect to the Operating Revenues of Owner received as of the effective date of such expiration or termination.  Manager shall be entitled to no other fees or payments from Owner as a result of the termination or expiration of this Agreement in accordance with the terms hereof.
 
9               Employees .  Manager shall employ, supervise and pay at all times a sufficient number of capable employees as may be necessary for Manager to perform the Services hereunder in accordance with the Operation Standards.  All employees of Manager will be employed at the sole cost of Manager.  All matters pertaining to the employment, supervision, compensation, promotion, and discharge of such employees are the sole responsibility of Manager, who is, in all respects, the employer of such employees.  To the extent Manager, its designee, or any subcontractor negotiates with any union lawfully entitled to represent any such employees, it shall do so in its own name and shall execute any collective bargaining agreements or labor contracts resulting therefrom in its own name and not as an agent for Owner.  Manager shall comply in all material respects with all applicable laws and regulations related to workers’ compensation, social security, ERISA, unemployment insurance, hours of labor, wages, working conditions, and other applicable labor laws.  Manager is independently engaged in the business of performing management and operation services as an independent contractor.  All
 
 
-9-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
employment arrangements in connection with Manager’s performance of the Services hereunder are therefore solely Manager’s concern and responsibility, and Owner shall have no liability with respect thereto.
 
10.    Insurance Requirements .
 
10.1         Owner’s Insurance .  Manager shall maintain or procure from an Affiliate (as that term is defined in the Prospect Loan Documents), on behalf of Owner, all insurance policies required to be maintained by Owner pursuant to the Master License Agreements and such other insurance policies as Manager shall determine to be necessary or appropriate in accordance with the Operation Standards (“ Owner’s Insurance ”).  Manager shall prepare and present, on behalf of Owner, claims under any such insurance policy in a timely fashion in accordance with the terms of such policy.  Any payments on such policies shall be made to Manager as agent of and for the account of Owner. Manager shall provide to Owner such evidence of insurance and payments of the premiums thereof required pursuant to Owner's obligations under the Master License Agreements on or before the Effective Date and from time to time thereafter upon Owner’s request.
 
10.2         Manager’s Insurance .  Manager shall maintain or procure from an Affiliate (as that term is defined in the Prospect Loan Documents), at its own expense, a commercial crime policy and professional liability insurance policy.  Any such commercial crime policy and professional liability insurance shall protect and insure Manager against losses, including forgery, theft, embezzlement, errors and omissions and negligent acts of the employees of Manager and shall be maintained in a form and amount consistent with customary industry practices for managers performing services similar to the Services and shall name Owner, as additional insured or loss payee.  Insurance policies shall not be cancelled without thirty (30) days prior written notice to the Owner.  In cases where Owner and Manager maintain insurance policies that duplicate coverage, then the policies of Owner shall provide primary coverage and Manager’s policies shall be excess and non-contributory.  Manager shall provide to Owner such evidence of insurance and payments of the premiums thereof required on or before the Effective Date and from time to time thereafter upon Owner’s request.
 
11.    Cooperation .  Owner and Manager shall each cooperate with the other in connection with the performance of any responsibility required hereunder, or otherwise related to the Services.  In the case of Owner, such cooperation shall include (i) executing such documents and/or performing such acts as may be required to protect, preserve, enhance, or maintain the Digital Systems, (ii) executing such documents as may be reasonably required to accommodate an exhibitor or distributor, (iii) furnishing to Manager, on or prior to the Effective Date, all books, records, files, abstracts, contracts, Digital Cinema Deployment Agreements, Master License Agreements, materials and supplies, budgets and other Records relating to the performance of the Services, and (iv) providing to Manager such other information as Manager considers reasonably necessary for the effective performance of the Services.  In the case of Manager, such cooperation shall include cooperating with appraisers, auditors and their respective agents and representatives, with the view that the Parties shall be able to perform their duties efficiently and without interference.
 
 
-10-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
12.    Representations and Warranties of Manager .  Manager makes the following representations and warranties to Owner all of which shall survive the execution, delivery, performance or termination of this Agreement:
 
12.1         Organization; Qualification .  Manager is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction where the nature of its properties or business so requires.
 
12.2         Power and Authority .  Manager has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
 
12.3         Binding Obligation .  This Agreement, assuming due authorization, execution, and delivery by Owner, constitutes a valid, legal and binding obligation of Manager, enforceable against Manager in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
 
12.4         No Violation .  Manager’s execution and delivery of, performance under, and compliance with this Agreement, will not (i) violate Manager’s organizational documents and Manager is not in violation thereof, (ii) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound or to which any of the property or assets of Manager are subject or any Digital Cinema Deployment Agreement or Master License Agreement, (iii) constitute a violation of nor is Manager in violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in Manager’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of Manager to perform its obligations under this Agreement or the financial condition of Manager, or (iv) constitute a breach or result in a violation of, or default under, any material indenture, mortgage or deed of trust.
 
12.5         No Consent .  No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained.
 
12.6         No Litigation .  No litigation is pending or, to the best of Manager’s knowledge, threatened, against Manager that, if determined adversely to Manager, would prohibit Manager from entering into this Agreement or that, in Manager’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of Manager to perform its obligations under this Agreement or the financial condition of Manager.
 
 
-11-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
13.    Representations and Warranties of Owner . Owner makes the following representations and warranties to Manager all of which shall survive the execution, delivery, performance or termination of this Agreement:
 
13.1         Organization; Qualification .  Owner is a limited company duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction where the nature of its properties or business so requires.
 
13.2         Power and Authority .  Owner has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
 
13.3         Binding Obligation .  This Agreement, assuming due authorization, execution, and delivery by Manager, constitutes a valid, legal and binding obligation of Owner, enforceable against Owner in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
 
13.4          No Violation .  Owner’s execution and delivery of, performance under, and compliance with this Agreement, will not (i) violate Owner’s organizational documents and Owner is not in violation thereof, (ii) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound or to which any of the property or assets of Owner are subject, including any Digital Cinema Deployment Agreement or Master License Agreement, (iii) constitute a violation of nor is Owner in violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in Owner’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of Owner to perform its obligations under this Agreement or the financial condition of Owner, or (iv) constitute a breach or result in a violation of, or default under, any material indenture, mortgage or deed of trust.
 
13.5         No Consent .  No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by Owner of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained.
 
13.6          No Litigation .  No litigation is pending or, to the best of Owner’s knowledge, threatened, against Owner that, if determined adversely to Owner, would prohibit Owner from entering into this Agreement or that, in Owner’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of Owner to perform its obligations under this Agreement or the financial condition of Owner.
 
 
-12-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
14.    Term of Agreement .
 
14.1          Term .  This Agreement shall be in effect during the period (the “ Term ”) commencing on the Effective Date and ending at 5:00 P.M. (New York time) on the Expiration Date, unless terminated earlier in accordance with the provisions of this Section 14 .
 
14.2          Termination Events .  Owner shall have the right to terminate this Agreement and require that Manager be replaced with a Person chosen by Owner, with the prior written consent of Prospect, upon the earliest to occur of any one or more of the following events: (i) Manager has engaged in fraud, gross negligence or willful misconduct in connection with its performance under this Agreement, (ii) default on the part of Manager in the performance of its other obligations under this Agreement, and, such event is not remedied for 60 days after Manager receives written notice thereof (provided, however, if such default is reasonably susceptible of cure, but not within such 60-day period, then Manager may be permitted up to an additional 60 days to cure such default provided that Manager diligently and continuously pursues such cure), (iii) there shall occur a Change in Control and, at any time thereafter during the Term, Prospect shall determine in its sole discretion that such Change in Control has resulted or could reasonably be expected to result in a deterioration in performance by the Manager of its obligations hereunder, or (iv) the annual audit of Manager shall contain a going concern qualification if such going concern qualification is not removed within 90 days after delivery of such audit.
 
14.3          Automatic Termination for Bankruptcy .  If Manager files a petition for bankruptcy, reorganization or arrangement, or makes an assignment for the benefit of the creditors or takes advantage of any insolvency or similar law, or if a receiver or trustee is appointed for the assets or business of Manager and is not discharged within 60 days after such appointment, then this Agreement shall terminate automatically.
 
14.4         Resignation by Manager .  Unless and until each of the discharge of obligations and duties under the Master License Agreements have occurred, Manager shall not resign from the obligations and duties hereby imposed on it hereunder except if (A) Owner shall fail to pay the Fees payable to Manager hereunder which is not remedied for forty-five (45) days after receipt of written notice thereof, unless waived in writing or (B) upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which can be taken to make the performance of its duties hereunder permissible under applicable law.  Any such determination under subpart (i) of clause (B) above permitting the resignation of Manager shall be evidenced by an opinion of counsel (who is not an employee of Manager) to such effect.  From and after each of the discharge of obligations under the Master License Agreements have occurred, Manager shall have the right in its sole and absolute discretion, to resign at any time from the obligations and duties hereby imposed on it.  Manager is required to provide Prospect with at least thirty (30) days prior written notice of its proposed resignation and such resignation is subject to Prospect’s prior written consent.  This Agreement shall terminate on the effective date of any resignation of Manager permitted under this Section 14.4 .
 
15 .    Duties Upon Termination .  Upon the expiration or termination of this Agreement, Manager shall have no further right to act for Owner and shall promptly (i) deliver to Owner or
 
 
-13-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
its designee (x) all payments received after such termination or (y) any monies or reserves held by Manager on behalf of Owner, (ii) deliver to Owner or its designee all Records relating to the Digital Cinema Deployment Agreements, Master License Agreements, Digital Systems or the performance of the Services, and (iii) upon request, assign, transfer, or convey, as required, to Owner all service contracts and personal property relating to or used in the operation and maintenance of the Digital Systems, except any personal property which was paid for and is owned by Manager.  Without regard to whether termination of this Agreement results from expiration of the Term, termination for cause or automatic termination, Manager, upon written notice from Owner, will agree to delay the termination date for an additional period of not more than sixty (60) days to facilitate an orderly transition.  Manager shall also, at the expense of Owner, for a period of six months after such expiration or termination, make itself available to consult with and advise Owner regarding the Digital Cinema Deployment Agreements, Master License Agreements and Digital Systems or otherwise to facilitate an orderly transition of management to a new manager.  This Section 15 shall survive the expiration or earlier termination of this Agreement (whether in whole or part).
 
16.    Indemnities .
 
16.1         Owner’s Indemnity .  Owner agrees to indemnify, defend, and hold Manager (and its employees, directors, officers, agents, representatives, and shareholders) harmless from and against, any and all suits, liabilities, damages, or claims for damages (including any reasonable attorneys’ fees and other reasonable costs and expenses relating to any such suits, liabilities or claims), in any way relating to the Digital Cinema Deployment Agreements, Master License Agreements and Digital Systems, Manager’s performance of the Services hereunder, or the exercise by Manager of the powers or authorities herein or hereafter granted to Manager, except for those actions, omissions and breaches of Manager in relation to which Manager has agreed to indemnify Owner pursuant to Section 16.2 .
 
16.2         Manager’s Indemnity .  Manager agrees to indemnify, defend, and hold Owner (and its employees, directors, officers, agents, representatives, and shareholders) harmless from and against any and all suits, liabilities, damages, or claims for damages (including any reasonable attorneys’ fees and other reasonable costs and expenses relating to any such suits, liabilities or claims), in any way arising out of (i) any acts or omissions of Manager or its agents, officers or employees in the performance of the Services hereunder constituting fraud, gross negligence or willful misconduct or (ii) any material breach of any representation or warranty or breach of any covenant made by Manager hereunder.
 
16.3         Conduct of Claims .  “Indemnified Party” and “Indemnitor” shall mean Manager (and its employees, directors, officers, agents, representatives, and shareholders) and Owner, respectively, as to Section 16.1 and shall mean Owner (and its employees, directors, officers, agents, representatives, and shareholders) and Manager, respectively, as to Section 16.2 .  If any action or proceeding is brought against an Indemnified Party with respect to which indemnity may be sought under this Section 16 , the Indemnitor, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel and payment of all expenses.  The Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the Indemnitor shall not be required to pay the fees and expenses of such separate counsel unless
 
 
-14-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
such separate counsel is employed with the written approval and consent of the Indemnitor, which shall not be unreasonably withheld, conditioned or delayed.
 
16.4         Survival .  The indemnities in this Section 16 shall survive the expiration or termination of the Agreement.
 
17.    Miscellaneous .
 
17.1         Amendments .  No amendment, supplement, waiver or other modification of this Agreement shall be effective unless in writing and executed and delivered by Manager and Owner.  No failure by either Party to insist on the strict performance of any obligation, covenant, agreement, term or condition of this Agreement, or to exercise any right or remedy available upon a breach of this Agreement, shall constitute a waiver of any of the terms of this Agreement.
 
17.2          Notices .  Any notice or other communication required or permitted hereunder shall be in writing and may be delivered personally or by commercial overnight carrier, telecopied or mailed (first class postage prepaid via the US postal service) to the applicable Party at the following address (or at such other address as such Party may designate in writing from time to time); however, any such notice or communication shall be deemed to be delivered only when actually received by the Party to whom it is addressed:
 
If to Owner :
 
Cinedigm Digital Funding I, LLC.
902 Broadway, 9th Floor
New York, NY 10010
Attention:  General Counsel

If to Manager :
 
Cinedigm DC Holdings, LLC
902 Broadway, 9th Floor
New York, NY 10010
 
Attention:  General Counsel
 
If to Prospect:
 
Prospect Capital Corporation
10 East 40th Street, 44th Floor
New York, New York 10016
Attention:  General Counsel and Theodore V. Fowler
 
17.3         Assignment, Etc .
 
No Assignment .  The provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns.  None of the rights, interests, duties, or obligations created by this Agreement may be assigned,
 
 
-15-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
transferred, or delegated in whole or in part by Manager or Owner, and any such purported assignment, transfer, or delegation shall be void; provided, however, that Manager may assign this Agreement to Prospect and grant a security interest in its rights and interests hereunder pursuant to the Prospect Loan Documents. Owner hereby acknowledges that all of the rights of Manager hereunder have been assigned to Prospect as collateral security for the obligations of Manager under the Prospect Loan Documents and agrees that in the event of a default under the Prospect Loan Documents, and upon notice from Prospect, Prospect or its designee shall, at its option, have the rights of Manager hereunder and Owner shall deal exclusively with Prospect or its designee or assignee, as applicable.
 
Permitted Delegation by Manager .  Notwithstanding the provisions of Section 17.3(a) , Manager may, in accordance with the Operation Standards, utilize the services of third-party service providers to perform all or any portion of its Services hereunder.  Notwithstanding the appointment of a third-party service provider, Manager shall remain primarily liable to Owner to the same extent as if Manager were performing the Services alone, and Manager agrees that no additional compensation shall be required to be paid by Owner in connection with any such third-party service provider.
 
17.4          Entire Agreement; Severability; Amendment and Restatement .  This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof, and no oral statements or prior written matter not specifically incorporated herein shall be of any force or effect.  In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby.
 
17.5         Limitations on Liability .
 
Neither Party will be liable to any other for special, indirect, incidental, exemplary, consequential or punitive damages, or loss of profits, arising from the relationship of the Parties or the conduct of business under, or breach of, this Agreement.
 
Notwithstanding any other provision of this Agreement or any rights which Manager might otherwise have at law, in equity, or by statute, any liability of Owner to Manager shall be satisfied only from Owner’s interest in the Digital Cinema Deployment Agreements, Master License Agreements, Digital Systems, Owner’s Insurance and the proceeds thereof, and then only to the extent that Owner has funds available to satisfy such liability (any such available funds being hereinafter referred to as “ Available Funds ”).  In the event the Available Funds of Owner are insufficient to pay in full any such liabilities of Owner, the excess of such liabilities over such Available Funds shall not constitute a claim (as defined in the United States Bankruptcy Code) against Owner unless and until a proceeding of the type described in Section 17.9 is commenced against Owner by a party other than Manager.
 
No officer, director, employee, agent, shareholder, member or Affiliate of Owner or Manager shall in any manner be personally or individually liable for the obligations of Owner or Manager hereunder or for any claim in any way related to this Agreement or the performance of the Services.
 
 
-16-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Notwithstanding any other provision of this Agreement or any rights which Owner might otherwise have at law, in equity or by statute, the liability of Manager under this Agreement for any reason shall not exceed the total compensation actually received by Manager under this Agreement.
 
The provisions of this Section 17.5 shall survive the expiration or earlier termination of this Agreement (whether in whole or in part).
 
17.6         Governing Law .  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED  AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
 
17.7          Confidentiality .  Each Party agrees to keep confidential (and (a) to cause its respective officers, directors, and employees to keep confidential and (b) to use its best efforts to cause its respective agents and representatives to keep confidential) the Information (as defined below) and all copies thereof, extracts therefrom and analyses or other materials based thereon, except that the Parties shall be permitted to disclose Information (i) to the extent required by applicable laws and regulations or by any subpoena or similar legal process, (ii) to the extent Manager reasonably determines disclosure is necessary or advisable to perform the Services contemplated by this Agreement, (iii) to the parties to the Master License Agreements who are subject to the confidentiality provisions contained therein, (iv) to actual or prospective exhibitors or distributors, or (v) to Prospect.  For the purposes of this Section 17.7 , the term “Information” shall mean the terms and provisions of this Agreement and all financial statements, certificates, reports, records, agreements and information (including the Digital Cinema Deployment Agreements, Master License Agreements, and all analyses, compilations and studies based on any of the foregoing) that relate to the Digital Systems or the Services, other than any of the foregoing that are or become publicly available other than by a breach of the confidentiality provisions contained herein.
 
17.8          Prospect as Agent .  Manager hereby appoints Prospect to serve as its representative and agent to act, make decisions, and grant any necessary consents or approvals hereunder with respect to any action required or permitted to be taken by Manager in accordance with the terms of the Prospect Loan Documents or such other actions as Prospect determines to be reasonably necessary or desirable in connection with the Prospect Loan Documents, on behalf of Manager.  Manager hereby authorizes Prospect to take such action as agent on its behalf and to exercise such powers as are delegated to Prospect, as applicable, by the terms hereof, together with such powers as are reasonably incidental thereto.  Owner hereby expressly consents to the foregoing.
 
17.9          No Petition .  Manager shall not institute, or join any other Person in instituting, or authorize a trustee or other Person acting on its behalf or on behalf of others to institute, any bankruptcy, reorganization, arrangement, insolvency, liquidation or receivership proceedings under the laws of the United States of America or any state thereof against Owner.
 
 
-17-
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
17.10       Headings .  Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to effect the construction of, or to be taken into consideration in interpreting, this Agreement.
 
17.11        Counterparts .  This Agreement may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall constitute an original, but all of which when taken together shall constitute one contract.  Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.
 
17.12        Third Party Beneficiary .  The Parties acknowledge and agree that Prospect is an express third party beneficiary of this Agreement. Except with respect to Prospect, this Agreement is intended to be solely for the benefit of the Parties hereto and their respective successors and permitted assigns and is not intended to and shall not confer any rights or benefits on any third party not a signatory hereto.
 
17.13       Master License Agreements .  The Manager acknowledges and agrees that this Agreement is subject in all respects to the requirements of the Master License Agreements and that it shall not take any action hereunder that would be in contravention thereof.
 
17.4         Transition .  The parties agree from time to time to use all reasonable efforts to work together  and  take whatever steps are necessary and reasonable to assure an orderly and prompt transition from Cinedigm to Manager in the provision of Services in a seamless fashion.

 
[Signatures follow on next page.]
 
 
-18- 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
 
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.
 
 
OWNER:
 
     
 
CINEDIGM DIGITAL FUNDING, I, LLC, a
 
  Delaware limited company  
       
 
By:
   
  Name:    
  Title:    
 
 
MANAGER:
 
     
 
CINEDIGM DC HOLDINGS, LLC, a
 
  Delaware limited liability company  
       
 
By:
   
  Name:    
  Title:    
 
 
CINEDIGM DIGITAL CINEMA CORP., a
 
  Delaware corporation  
       
 
By:
   
  Name:    
  Title:    
 
 
 
 

CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
EXHIBIT A
 
PROSPECT LOAN DOCUMENTS

See attached.

 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
EXHIBIT R – FORM OF SECURITY AGREEMENT
 
GUARANTY, PLEDGE AND SECURITY AGREEMENT
 
 
DATED AS OF FEBRUARY 28, 2013
 
BY
 
CINEDIGM DC HOLDINGS, LLC,
 
AS THE BORROWER,
 
AND
 
EACH GUARANTOR
 
FROM TIME TO TIME PARTY HERETO
 
IN FAVOR OF
 
PROSPECT CAPITAL CORPORATION,
AS COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
TABLE OF CONTETNS
 
   
Page
     
ARTICLE I
DEFINED TERMS
1
 
ARTICLE I Section  1.1
Definitions
1
 
ARTICLE II Section  1.2
Certain Other Terms
5
ARTICLE II
GUARANTY
6
 
ARTICLE III Section  2.1
Guaranty
6
 
ARTICLE IV Section  2.2
Limitation of Guaranty
6
 
ARTICLE V Section  2.3
Contribution
6
 
ARTICLE VI Section  2.4
Authorization; Other Agreements
7
 
ARTICLE VII Section  2.5
Guaranty Absolute and Unconditional
7
 
ARTICLE VIII Section  2.6
Waivers
8
 
ARTICLE IX Section  2.7
Reliance
9
 
ARTICLE X Section  2.8
Subordination
9
 
ARTICLE XI Section  2.9
Funds Transfers
9
ARTICLE III
GRANT OF SECURITY INTEREST
9
 
ARTICLE XII Section  3.1
Collateral
9
 
ARTICLE XIII Section  3.2
Grant of Security Interest in Collateral
11
 
ARTICLE XIV Section  3.3
Collateral Held by Secured Party
11
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
11
 
ARTICLE XV Section  4.1
Title; No Other Liens
11
 
ARTICLE XVI Section  4.2
Valid Security Interest; Perfection and Priority
11
 
ARTICLE XVII Section  4.3
Pledged Collateral
12
 
ARTICLE XVIII Section  4.4
Instruments and Tangible Chattel Paper Formerly Accounts
13
 
ARTICLE XIX Section  4.5
Intellectual Property
13
 
ARTICLE XX Section  4.6
Commercial Tort Claims
13
 
ARTICLE XXI Section  4.7
Specific Collateral
13
 
ARTICLE XXII Section  4.8
Enforcement
13
 
ARTICLE XXIII Section  4.9
Representations and Warranties of the Term Loan Agreement
14
ARTICLE V
COVENANTS
14
 
ARTICLE XXIV Section  5.1
Maintenance of Perfected Security Interest; Further Documentation and Consents
14
 
ARTICLE XXV Section  5.2
Pledged Collateral
15
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
TABLE OF CONTETNS
(continued)
 
     
Page
       
 
ARTICLE I Section  5.3
Accounts
15
 
ARTICLE II Section  5.4
Commodity Contracts
15
 
ARTICLE III Section  5.5
Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights; Electronic Chattel Paper; Evidence of Intercompany Indebtedness
16
 
ARTICLE IV Section  5.6
Intellectual Property
17
 
ARTICLE V Section  5.7
Notices
18
 
ARTICLE VI Section  5.8
Notice of Commercial Tort Claims
18
 
ARTICLE VII Section  5.9
Controlled Securities Accounts
19
 
ARTICLE VIII Section  5.10
Fixed Assets
19
 
ARTICLE IX Section  5.11
Deposit Accounts
19
 
ARTICLE X Section  5.12
Mortgages
19
 
ARTICLE XI Section  5.13
Taxes
20
 
ARTICLE XII Section  5.14
Power of Attorney
20
ARTICLE VI
REMEDIAL PROVISIONS
20
 
ARTICLE XIII Section  6.1
Code and Other Remedies
20
 
ARTICLE XIV Section  6.2
Accounts and Payments in Respect of General Intangibles
23
 
ARTICLE XV Section  6.3
Pledged Collateral
24
 
ARTICLE XVI Section  6.4
Proceeds to be Turned over to and Held by the Collateral Agent
25
 
ARTICLE XVII Section  6.5
Sale of Pledged Collateral
25
 
ARTICLE XVIII Section  6.6
Deficiency
26
ARTICLE VII
AGENT
26
 
ARTICLE XIX Section  7.1
The Collateral Agent’s Appointment as Attorney-in-Fact
26
 
ARTICLE XX Section  7.2
Authorization to File Financing Statements
28
 
ARTICLE XXI Section  7.3
Authority of Collateral Agent
28
 
ARTICLE XXII Section  7.4
Duty; Obligations and Liabilities
28
ARTICLE VIII
MISCELLANEOUS
29
 
ARTICLE XXIII Section  8.1
Reinstatement
29
 
ARTICLE XXIV Section  8.2
Release of Collateral
29
 
ARTICLE XXV Section  8.3
Independent Obligations
30
 
ARTICLE XXVI Section  8.4
No Waiver by Course of Conduct
30
 
ARTICLE XXVII Section  8.5
Amendments
30
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
TABLE OF CONTETNS
(continued)
 
     
Page
       
 
ARTICLE I Section  8.6
Additional Loan Parties; Additional Pledged Collateral
30
 
ARTICLE II Section  8.7
Marshaling
31
 
ARTICLE III Section  8.8
Notices
31
 
ARTICLE IV Section  8.9
Successors and Assigns
31
 
ARTICLE V Section  8.10
Counterparts; Effectiveness
31
 
ARTICLE VI Section  8.11
Severability
31
 
ARTICLE VII Section  8.12
Governing Law
32
 
ARTICLE VIII Section  8.13
Jurisdiction; Venue; Service Of Process; Jury Trial Waiver
32
 
ARTICLE IX Section  8.14
Excluded Property
32
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
ANNEXES AND SCHEDULES
 
     
Annex 1
 
Form of Pledge Amendment
Annex 2
 
Form of Joinder Agreement
Annex 3
 
Form of Intellectual Property Security Agreement
Annex 4
 
Form of Limited Power of Attorney
     
Schedule 1
 
Commercial Tort Claims
Schedule 2
 
Guarantor Information
Schedule 3
 
Pledged Collateral
Schedule 4
 
Intellectual Property
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
This GUARANTY, PLEDGE AND SECURITY AGREEMENT , dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, this “ Agreement ”), by CINEDIGM DC HOLDINGS, LLC , a Delaware limited liability company (the “ Borrower ”), and each of the other Subsidiaries of Borrower listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (collectively, the “ Guarantors ”, and each, a “ Guarantor ”, and together with the Borrower, collectively, the “ Loan Parties ” and each, a “ Loan Party ”), in favor of PROSPECT CAPITAL CORPORATION , a Maryland corporation (“ Prospect ”), as collateral agent for the benefit of the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”).
 
W I T N E S S E T H :
 
WHEREAS , pursuant to the Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”), among the Borrower, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as Administrative Agent and Collateral Agent, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;
 
WHEREAS , each Guarantor has agreed to guaranty the Obligations (as defined in the Term Loan Agreement) of the Borrower;
 
WHEREAS , each Guarantor will derive substantial direct and indirect benefits from the making of the extensions of credit under the Term Loan Agreement; and
 
WHEREAS , it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Term Loan Agreement that the Loan Parties shall have executed and delivered this Agreement to Collateral Agent.
 
NOW , THEREFORE , in consideration of the premises and to induce the Lenders, the Administrative Agent and the Collateral Agent to enter into the Term Loan Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Loan Party hereby agrees with Collateral Agent as follows:
 
DEFINED TERMS
 
Definitions .  (a)  Capitalized terms used herein without definition are used as defined in the Term Loan Agreement.
 
The following terms have the meanings given to them in the UCC and terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined):  “ account ”, “ account debtor ”, “ as-extracted collateral ”, “ certificated security ”, “ chattel paper ”, “ commercial tort claim ”, “ commodity contract ”, “ deposit account ”, “ electronic chattel paper ”, “ equipment ”, “ farm products ”, “ fixture ”, “ general intangible ”, “ goods ”, “ health-care-
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
insurance receivable ”, “ instruments ”, “ inventory ”, “ investment property ”, “ letter-of-credit right ”, “ proceeds ”, “ record ”, “ securities account ”, “ security ”, “ supporting obligation ” and “ tangible chattel paper ”.
 
The following terms shall have the following meanings:
 
“ Agreement ” has the meaning specified in the preamble hereof.
 
“ Applicable IP Office ” means the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency within or outside the United States.
 
“ Borrower ” has the meaning set forth in the preamble to this Agreement.
 
“ Collateral ” has the meaning specified in Section 3.1 hereof.
 
“ Collateral Agent ” has the meaning set forth in the preamble to this Agreement.
 
“ Controlled Securities Account ” means each securities account (including all financial assets held therein and all certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an effective Account Control Agreement.
 
“ Excluded Property ” means, collectively, (a) any Permit or license or any Contractual Obligation entered into by any Loan Party (i) that prohibits or requires the consent of any Person other than the Borrower and its Affiliates which has not been obtained as a condition to the creation by such Loan Party of a Lien on any right, title or interest in such Permit, license or Contractual Obligation or any Securities related thereto or (ii) to the extent that any Applicable Law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (i) and (ii), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Applicable Law, (b) Real Property owned by any Loan Party that is subject to a purchase money Lien or a Capital Lease permitted under the Term Loan Agreement if the Contractual Obligation pursuant to which such Lien is granted (or in the document providing for such Capital Lease) prohibits or requires the consent of any Person other than the Borrower and its Affiliates which has not been obtained as a condition to the creation of any other Lien on such Real Property or the equipment subject to such Capital Lease, (c) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed) and (d) (i) “Pledged Collateral” as such term is defined in the Amended and Restated Pledge Agreement dated as of February 28, 2013 between Access and the CDF1 Credit Agreement Collateral Agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time), (ii) “Pledged Collateral” as such term is defined in the Amended and Restated Pledge Agreement dated as of February 28, 2013 between Christie and the CDF1 Credit Agreement Collateral Agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time), (iii) “Pledged Collateral” as such term is defined in the Pledge Agreement dated as of October 18, 2011 between Access Phase 2 and Société Générale, New York Branch, in its capacity as collateral agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time), and (iv) “Pledged Collateral” as such term is defined in the Pledge Agreement dated as of October 18, 2011 between CDF2 Holdings and
 
 
2
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Société Générale, New York Branch, in its capacity as collateral agent (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time); provided , however , (A) “ Excluded Property ” shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property), and (B) upon the obtaining of consent or the modification of Applicable Law with respect to assets described in clauses (a) and (b) above (and in the case of applications filed in the U.S. Patent and Trademark Office to register Trademarks on the basis of any Loan Party “intent to use” such Trademarks, the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use”), such assets shall cease to constitute Excluded Property hereunder and shall become Collateral for all purposes.
 
“ Fraudulent Transfer Laws ” has the meaning set forth in Section 2.2 hereof.
 
“ Guaranteed Obligations ” has the meaning set forth in Section 2.1 hereof.
 
“ Guarantor ” has the meaning set forth in the preamble to this Agreement.
 
“ Guaranty ” means the guaranty of the Guaranteed Obligations made by the Loan Parties as set forth in this Agreement.
 
“ Joinder Agreement ” has the meaning set forth in Section 8.6(a) .
 
“ Lease ” means any lease or other agreement, no matter how styled or structured, pursuant to which a Loan Party is entitled to the use or occupancy of any Real Property.
 
“ Leasehold ” means any Lease, leasehold estate or interest of a Loan Party in each of the properties at or upon which a Loan Party conducts business, offers any Inventory for sale, or maintains any of the Collateral, whether or not for retail sale, together with a Loan Party’s interest in any of the improvements and fixtures located upon or appurtenant to each such estate or interest, including, without limitation, any rights of a Loan Party to payment, proceeds or value of any kind or nature realized upon the sale, transfer or assignment of any such estate or interest, whether or not such sale, assignment or transfer occurs during any debtor relief proceeding.
 
“ Loan Party ” has the meaning set forth in the preamble to this Agreement.
 
“ Pledge Amendment ” has the meaning set forth in Section 8.6(b) .
 
“ Pledged Certificated Stock ” means all certificated Stock of any Person evidenced by a certificate, instrument or other similar document (as defined in the UCC), in each case owned by any Loan Party, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including all Securities listed on Schedule 3 ; provided , however , that Pledged Certificated Stock excludes any Excluded Property.
 
“ Pledged Collateral ” means, collectively, the Pledged Stock and the Pledged Debt Instruments.
 
 
3
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
“ Pledged Debt Instruments ” means all right, title and interest of any Loan Party in instruments evidencing any Indebtedness in excess of $10,000 owed to such Loan Party or other obligations owed to such Loan Party, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including all Indebtedness described on Schedule 3 , issued by the obligors named therein; provided , however , that the foregoing threshold amount of $10,000 shall not apply to (i) that certain Intercompany Note, dated as of the date hereof, made by Cinedigm Digital Australia Pty Ltd in favor of the Borrower and (ii) any instrument that evidences Indebtedness owed to any Loan Party by any other Loan Party or any Subsidiary of any Loan Party, and all such instruments shall constitute “Pledged Debt Instruments” for the purposes hereof; and provided , further , however , that Pledged Debt Instruments excludes any Excluded Property.
 
“ Pledged Investment Property ” means any investment property of any Loan Party, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, Pledged Stock or Pledged Debt Instruments; provided , however , that Pledged Investment Property excludes any Excluded Property.
 
“ Pledged Stock ” means all Pledged Certificated Stock and all Pledged Uncertificated Stock; provided , however , that Pledged Stock excludes any Excluded Property.
 
“ Pledged Uncertificated Stock ” means any Stock of any Person that is not Pledged Certificated Stock, including all right, title and interest of any Loan Party as a limited or general partner in any partnership not constituting Pledged Certificated Stock or as a member of any limited liability company, all right, title and interest of any Loan Party in, to and under any Constituent Document of any partnership or limited liability company to which it is a party, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including in each case those interests set forth on Schedule 3 , to the extent such interests are not certificated; provided , however , that Pledged Uncertificated Stock excludes any Excluded Property.
 
“ Prospect ” has the meaning set forth in the preamble to this Agreement.
 
“ Secured Obligations ” has the meaning set forth in Section 3.2 hereof.
 
“ Securities Act ” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect from time to time.
 
“ Software ” means (a) all computer programs, including source code and object code versions, (b) all data, databases and compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing.
 
“ Stock ” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, ordinary shares, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.
 
 
4
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
   
“ Term Loan Agreement ” has the meaning set forth in the recitals to this Agreement.
 
“ Triggering Event ” means the Borrower, at any time, elects not to make a voluntary prepayment with CDF1 Excess Cash Flow on any Payment Date on or after the Discharge of the CDF1 Credit Agreement Obligations.
 
“ UCC ” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in the State of New York from time to time.
 
“ Unasserted Contingent Obligations ” means contingent indemnification and reimbursement Obligations to the extent no claim giving rise thereto has been asserted.
 
“ Use ” means with respect to any Intellectual Property, all uses of such Intellectual Property by, for or in connection with any Loan Party or its business or for the direct or indirect benefit of such Loan Party or its business, including all such uses by such Loan Party itself, by any of the affiliates of such Loan Party, or by any franchisee, licensee or contractor of such Loan Party.
 
Certain Other Terms .
 
The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.  References herein to an Annex, Schedule, Article, Section or clause refer to the appropriate Annex or Schedule to, or Article, Section or clause in this Agreement.  Where the context requires, provisions relating to any Collateral when used in relation to a Loan Party shall refer to such Loan Party’s right, title and interest in or to such Collateral or any relevant part thereof.
 
Other Interpretive Provisions .
 
Defined Terms .  Unless otherwise specified herein or therein, all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto.
 
This Agreement .  The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
 
Certain Common Terms .  The term “including” is not limiting and means “including without limitation.”
 
Performance; Time .  Whenever any performance obligation hereunder (other than a payment obligation) shall be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day.  In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.”  
 
 
5
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
   
If any provision of this Agreement refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and all means, direct or indirect, of taking, or not taking, such action.
 
Contracts .  Unless otherwise expressly provided herein, references to agreements and other contractual instruments, including this Agreement and the other Loan Documents, shall be deemed to include all subsequent amendments, thereto, restatements and substitutions thereof and other supplements and modifications thereto and renewals and replacements thereof which are in effect from time to time, but only to the extent such amendments, restatements, substitutions, supplements, modifications, renewals and replacements are not prohibited by the terms of any Loan Document.
 
Laws .  References to any statute or regulation are to be construed as including all statutory and regulatory provisions related thereto or consolidating, amending, replacing, supplementing or interpreting the statute or regulation.
 
GUARANTY
 
Guaranty .  To induce the Lenders to make the Term Loans to the Borrower and each other Secured Party to make credit available to or for the benefit of one or more Loan Parties, each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Loan Document, all the Obligations of the Borrower whether existing on the date hereof or hereinafter incurred or created (the “ Guaranteed Obligations ”).  This Guaranty by each Guarantor hereunder constitutes a guaranty of payment and not of collection.
 
Limitation of Guaranty .  Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Guarantor, subject to avoidance under Applicable Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Applicable Law) (collectively, “ Fraudulent Transfer Laws ”).  Any analysis of the provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under this Guaranty.
 
Contribution .  To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from the Term Loans and other
 
 
6
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
   
Obligations and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Guaranteed Obligations (excluding the amount thereof repaid by the Borrower that received the benefit of the funds advanced that constituted Guaranteed Obligations) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata , based on the respective net worth of such other Guarantors on such date.
 
Authorization; Other Agreements .  The Secured Parties are hereby authorized, without notice to or demand upon any Guarantor and without discharging or otherwise affecting the obligations of any Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following:
 
(i) subject to compliance, if applicable, with Section 11.01 of the Term Loan Agreement, modify, amend, supplement or otherwise change, (ii) accelerate or otherwise change the time of payment or (iii) waive or otherwise consent to noncompliance with, any Guaranteed Obligation or any Loan Document;
 
apply to the Guaranteed Obligations any sums by whomever paid or however realized to any Guaranteed Obligation in such order as provided in the Loan Documents;
 
refund at any time any payment received by any Secured Party in respect of any Guaranteed Obligation;
 
(i) sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, surrender, affect, impair or otherwise alter any Collateral for any Guaranteed Obligation or any other guaranty therefor in any manner, (ii) receive, take and hold additional Collateral to secure any Guaranteed Obligation, (iii) add, release or substitute any one or more other Guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and (iv) otherwise deal in any manner with any Loan Party, maker or endorser of any Guaranteed Obligation or any part thereof; and
 
settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations.
 
Guaranty Absolute and Unconditional .  Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Collateral Agent):
 
the invalidity or unenforceability of any obligation of a Loan Party under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
 
 
7
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
   
the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from a Loan Party or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
 
the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
 
any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
 
any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any Applicable Law; or
 
any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any Guarantor or any other Subsidiary of the Borrower, in each case other than the payment in full of the Guaranteed Obligations.
 
Waivers .  Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following:  (a) any demand for payment or performance and protest and notice of protest; (b) any notice of acceptance; (c) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Borrower or any Guarantor.  Each Guarantor further unconditionally and irrevocably agrees, until the indefeasible payment in full of the Guaranteed Obligations, not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the Borrower or any Guarantor by reason of any Loan Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against any other Loan Party or set off any of its obligations to such other Loan Party against obligations of such Loan Party to such Guarantor; provided , that if any amounts are paid to any Loan Party in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent for the benefit of the Secured Parties to reduce the amount of the Guaranteed Obligations in accordance with the terms of the Term Loan Agreement, whether matured or unmatured.  No obligation of any Guarantor hereunder shall be discharged other than by complete performance.
 
Reliance .  Each Loan Party hereby assumes responsibility for keeping itself informed of the financial condition of the Borrower, each other Loan Party and any other guarantor, maker or
 
 
8
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
endorser of any Guaranteed Obligation or any part thereof, and of all other circumstances bearing upon the risk of nonpayment of any Guaranteed Obligation or any part thereof that diligent inquiry would reveal, and each Loan Party hereby agrees that no Secured Party shall have any duty to advise any Loan Party of information known to it regarding such condition or any such circumstances.  In the event any Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Loan Party, such Secured Party shall be under no obligation to (a) undertake any investigation not a part of its regular business routine, (b) disclose any information that such Secured Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) make any future disclosures of such information or any other information to any Loan Party.
 
Subordination .  Each Loan Party hereby subordinates the payment of all obligations and Indebtedness of any other Loan Party owing to such Loan Party, whether now existing or hereafter arising, including but not limited to any obligation of any other Loan Party to such Loan Party as subrogee of the Collateral Agent or any other Secured Party or resulting from a Guarantor’s performance under this Guaranty, to the indefeasible payment in full in cash of all Guaranteed Obligations.  If the Collateral Agent so requests during the continuance of an Event of Default, any such obligation or Indebtedness of any Loan Party to any other Loan Party shall be enforced and performance received by the applicable Loan Party as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Collateral Agent for the benefit of the Secured Parties on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of such Loan Party under this Agreement.
 
Funds Transfers .  If any Guarantor shall engage in any transaction as a result of which the Borrower is required to make a mandatory prepayment with respect to the Guaranteed Obligations under the terms of the Term Loan Agreement, such Guarantor shall distribute to, or make a contribution to the capital of, the Borrower an amount equal to the mandatory prepayment required under the terms of the Term Loan Agreement.
 
GRANT OF SECURITY INTEREST
 
Collateral .  For the purposes of this Agreement, all of the assets and real and personal property of each Loan Party, tangible and intangible, wherever located, now owned or at any time hereafter acquired by a Loan Party or in which a Loan Party now has, or at any time in the future may acquire, any right, title or interest, including, without limitation, the following, is collectively referred to as the “ Collateral ”:
 
All accounts;
 
all chattel paper (whether tangible or intangible);
 
all documents (including, if applicable, electronic documents);
 
all general intangibles (including, without limitation, any payment intangibles, Software and Intellectual Property);
 
 
9
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
all goods (including, without limitation, inventory, equipment, furniture and fixtures);
 
all instruments (including, without limitation, promissory notes);
 
all investment property, Securities and Pledged Collateral;
 
all deposit accounts, securities accounts and all deposits therein;
 
all money, cash or cash equivalents;
 
all credit balances, deposits and other property now or hereafter held or received by or in transit to the Collateral Agent, any Lender or any of their respective affiliates or at any other depositary or other institution from or for the account of any Loan Party, whether for safekeeping, pledge, custody, transmission, collection or otherwise;
 
all supporting obligations and letter of credit rights (whether or not any such letter of credit is in writing) of any Loan Party;
 
all commercial tort claims, including, without limitation, the commercial tort claims described on Schedule 1 and on any supplement thereto received by the Collateral Agent pursuant to Section 5.8 ;
 
all proceeds of Leases and Leaseholds and owned Real Property;
 
to the extent not otherwise described above, all receivables and all present and future claims, rights, interests, assets and properties recovered by or on behalf of any Loan Party;
 
all books, records and information relating to any of the foregoing and/or to the operation of any Loan Party’s business, and all rights of access to such books, records and information, and all property in which such books, records and information are stored, recorded and maintained; and
 
to the extent not otherwise included, all proceeds, tort claims, insurance claims, contract rights, rights to the payment of money, and other rights to payment not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing;
 
(A)   provided , however , that (i) the “Collateral” shall not include any Excluded Property, and (ii) to the extent a Loan Party is a Foreign Subsidiary that is, or any Foreign Subsidiary of any Loan Party is, a “controlled foreign corporation” within the meaning of Section 957(a) of the Code, “Collateral” in respect of each such Foreign Subsidiary constituting Securities shall only include 66% of the issued and outstanding Voting Stock and 100% of the outstanding non-voting Securities of such Foreign Subsidiary.
 
Grant of Security Interest in Collateral .  Each Loan Party, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations and the Guaranteed Obligations of such Loan Party
 
 
10
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
(the “ Secured Obligations ”), hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of itself and the other Secured Parties, and grants to the Collateral Agent, for the benefit of itself and the other Secured Parties, a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Loan Party; provided , however , that notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; and provided , further , that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be automatically deemed granted therein.  Each Loan Party hereby represents and warrants that the Excluded Property, when taken as a whole, is not material to the business operations or financial condition of the Loan Parties, taken as a whole.
 
Collateral Held by Secured Party .  Any Collateral held by, possessed by or in the control of any Secured Party shall be held by, possessed by or controlled by such Secured Party for the ratable benefit of itself and each other Secured Party.  Subject to the terms and conditions of the Term Loan Agreement and this Agreement, the Collateral Agent shall be entitled to enforce the rights and remedies of a secured creditor for the benefit of itself and the other Secured Parties upon the occurrence and during the continuance of an Event of Default.
 
REPRESENTATIONS AND WARRANTIES
 
To induce the Lenders, the Administrative Agent and the Collateral Agent to enter into the Loan Documents, each Loan Party hereby represents and warrants each of the following to the Collateral Agent, the Lenders and the other Secured Parties:
 
Title; No Other Liens .  Except for the Lien granted to the Collateral Agent pursuant to this Agreement and other Permitted Liens, such Loan Party owns its right, title and interest in and to each item of the Collateral free and clear of any and all Liens or claims of others.  Such Loan Party (a) is the record and beneficial owner of the Collateral pledged by it hereunder constituting instruments or certificates and (b) has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any other Lien other than Permitted Liens.
 
Valid Security Interest; Perfection and Priority .  This Agreement creates a valid security interest in the Collateral, to the extent a security interest therein can be created under the UCC, securing the payment of the Secured Obligations.  Except to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the UCC, all filings and other actions necessary to perfect and protect such security interest have been duly taken or will have been taken upon the filing of financing statements listing each applicable Loan Party, as a debtor, and the Collateral Agent, as secured party, in the jurisdictions listed next to such Loan Party’s name on Schedule 2 (as such Schedule may be updated from time to time on prior written notice to the Collateral Agent to reflect changes resulting from transactions permitted under the Loan Documents).  Upon the making of such filings, the Collateral Agent shall have a first priority perfected security interest, subject only to Permitted Liens having priority over Collateral Agent’s Lien by operation of law and expressly permitted under the Term Loan Agreement, in the Collateral to the extent such security interest can be perfected by the filing of a
 
 
11
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
financing statement.  All action by any Loan Party necessary to protect and perfect such security interest on each item of Collateral has been duly taken.
 
Pledged Collateral .  (B)  The Pledged Stock pledged by such Loan Party hereunder (i) is listed on Schedule 3 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3 , (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms; provided , however , that to the extent any such issuer or obligor is not an Affiliate of such Loan Party, the representations and warranties made in this Section 4.3(a) are made to the knowledge of such Loan Party.
 
As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Collateral Agent in accordance with Section 5.2(a) .
 
In case any Loan Party shall acquire after the Closing Date (x) any Securities of any Person constituting Pledged Stock hereunder or (y) any interest in any instruments evidencing any Indebtedness or other obligation owed to such Loan Party constituting a Pledged Debt Instrument hereunder, in each case, not listed on Schedule 3 hereto, such Pledged Stock and Pledged Debt Instruments shall, notwithstanding the Pledged Collateral reflected on Schedule 3 , be subject to the pledge, assignment and security interest granted to the Collateral Agent under this Agreement and such Loan Party shall promptly, and in any event no later than ten (10) days after the date such Pledged Collateral was so acquired (i) deliver to the Collateral Agent forthwith (A) a Pledge Amendment pursuant to Section 8.6(b) hereof reflecting such newly acquired Pledged Collateral, and (B) any certificates and instruments evidencing such Pledged Collateral, accompanied by transfer powers or other appropriate instruments of assignment duly executed by such Loan Party in blank, and (ii) take or cause to be taken such actions, execute and/or deliver or cause to be executed and/or delivered such documents as the Collateral Agent may reasonably request pursuant to Section 7.11 of the Term Loan Agreement.
 
Upon the occurrence and during the continuance of an Event of Default, and subject to the terms and conditions set forth in the Term Loan Agreement, the Collateral Agent shall be entitled to exercise all of the rights of the Loan Party granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Loan Party and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Loan Party, such Loan Party shall, by operation of law, cease to be a holder of such Pledged Stock.
 
Instruments and Tangible Chattel Paper Formerly Accounts .  No amount payable to such Loan Party under or in connection with any account is evidenced by any instrument or tangible chattel paper that has not been delivered to the Collateral Agent, properly endorsed for transfer, to the extent delivery is required by Section 5.5(a) .
 
Intellectual Property .  All Intellectual Property owned by each Loan Party is set forth on Schedule 4 and is valid, in full force and effect, subsisting, unexpired and enforceable, and no
 
 
12
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Intellectual Property has been abandoned.  No breach or default of any IP License shall be caused by any of the following, and none of the following shall limit or impair the ownership, use, validity or enforceability of, or any rights of such Loan Party in, any Intellectual Property: (a) the consummation of the transactions contemplated by any Loan Document or (b) any holding, decision, judgment or order rendered by any Governmental Authority which exists as of the date hereof.  To each Loan Party’s knowledge, no Person has (i) contested any right, title or interest of any Loan Party or any Subsidiary of any Loan Party in, or relating to, any Intellectual Property of such Loan Party, or (ii) made any claim that the use of any Intellectual Property does or may violate the rights of any third Person.  To each Loan Party’s knowledge, no Person has been or is infringing, misappropriating, diluting, violating or otherwise impairing any Intellectual Property of such Loan Party, and no settlement or consents, covenants not to sue, nonassertion assurances, or releases have been or will be entered into by any Loan Party or to which such Loan Party is bound that adversely affect such Loan Party’s rights to own or use the Intellectual Property.  Each Loan Party, and to the best of such Loan Party’s knowledge each other party thereto, is not in material breach or default of any IP License.  There is no litigation or proceeding pending or, to the best of each Loan Party’s knowledge, threatened, concerning the validity or enforceability of such Loan Party’s right to register, own or use the Intellectual Property, and each Loan Party has performed all acts and paid all renewal, maintenance and other fees and taxes required to maintain the Intellectual Property in full force and effect.
 
Commercial Tort Claims .  The only commercial tort claims which any Loan Party has asserted against a third-party before a Governmental Authority or a third-party arbitrator (other than commercial tort claims where such Loan Party is a plaintiff as part of a class action lawsuit (not initiated by such Loan Party) where the amount of such claim and judgment amount to be realized to such Loan Party from such claim does not exceed and could not reasonably be expected to exceed $10,000 individually for any single commercial tort claim) are those listed on Schedule 1 , which sets forth such information separately for each Loan Party.
 
Specific Collateral .  None of the Collateral is, or is proceeds or products of, farm products, as-extracted collateral, health care insurance receivables or timber to be cut.
 
Enforcement .  No Permit, notice to or filing with any Governmental Authority or any other Person or any consent from any Person is required for the exercise by the Collateral Agent of its rights (including voting rights) provided for in this Agreement or the enforcement of remedies in respect of the Collateral pursuant to this Agreement, including the transfer of any Collateral, except as may be required in connection with the disposition of any portion of the Pledged Collateral by laws affecting the offering and sale of securities generally or any approvals that may be required to be obtained from any bailees or landlords to collect the Collateral or such non-waivable UCC consents of the Loan Parties.
 
Representations and Warranties of the Term Loan Agreement .  The representations and warranties as to such Loan Party and its Subsidiaries made in Article VI of the Term Loan Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties which are already qualified or modified by materiality in the text thereof).
 
 
13
 

CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
COVENANTS
 
Each Loan Party agrees with the Collateral Agent to the following, as long as any Obligation or Commitment remains outstanding (other than Unasserted Contingent Obligations):
 
Maintenance of Perfected Security Interest; Further Documentation and Consents .  (C)   Generally .  Such Loan Party shall not (i) use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Applicable Law in any material respect or any policy of insurance covering the Collateral and (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Loan Party or the Collateral Agent to sell, assign, convey or transfer any Collateral.
 
Such Loan Party shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons.
 
At any time and from time to time, upon the request of the Collateral Agent, such Loan Party shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) take all other actions necessary or reasonably advisable to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Collateral Agent) (ii) promptly and duly execute and deliver, and have recorded or filed, as applicable, such further documents, including an authorization to file (or, as applicable, the filing of) any financing statement or amendment under the UCC (or other filings under similar Applicable Law) in effect in any jurisdiction with respect to the security interest created hereby, (iii) take such further action as the Collateral Agent may reasonably request, including (A) using its reasonable commercial efforts to secure all approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation, including any IP License, held by such Loan Party and to enforce the security interests granted hereunder and (B) executing and delivering any Account Control Agreements with respect to deposit accounts and securities accounts, and (iv) deliver to the Administrative Agent legal opinions relating to the matters described in this Section 5.1(c) , which opinions shall be as reasonably required by, and in form and substance and from counsel reasonably satisfactory to, the Administrative Agent.
 
To ensure that a Lien and security interest is granted on any of the Excluded Property set forth in clause (a)(ii) of the definition of “Excluded Property”, upon the request of the Collateral Agent, such Loan Party shall use its reasonable commercial efforts to obtain any required consents from any Person (other than the Borrower and its Affiliates) with respect to any Permit or license or any Contractual Obligation with such Person entered into by such Loan Party that requires such consent as a condition to the creation by such Loan Party of a Lien on any right, title or interest in such Permit, license or Contractual Obligation or any Securities related thereto.
 
 
14
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Pledged Collateral .  (D)   Delivery of Pledged Collateral .  Such Loan Party shall (i) deliver to the Collateral Agent, in suitable form for transfer and in form and substance reasonably satisfactory to the Collateral Agent, (A) all Pledged Certificated Stock, (B) all Pledged Debt Instruments, and (C) all certificates and instruments evidencing Pledged Investment Property and (ii) maintain all other Pledged Investment Property in a Control Account.
 
Event of Default .  During the continuance of an Event of Default, and subject to the terms and conditions of the Term Loan Agreement, Collateral Agent shall have the right, at any time in its discretion and without notice to any Guarantor, to exercise remedies permitted under the Term Loan Agreement, this Agreement and in any other instrument or agreement securing, evidencing or relating to any Secured Obligations.
 
Cash Distributions with respect to Pledged Collateral .  Except as provided in Article VI and subject to the limitations set forth in the Term Loan Agreement, such Loan Party shall be entitled to receive all cash distributions paid in respect of the Pledged Collateral.
 
Voting Rights .  Except as provided in Article VI , such Loan Party shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided , however , that no vote shall be cast, consent given or right exercised or other action taken by such Loan Party that would impair the Collateral or be inconsistent with or result in any violation of any provision of any Loan Document.
 
Accounts .  Such Loan Party shall not, without the prior written consent of the Collateral Agent (not to be unreasonably withheld), other than in the ordinary course of business, (a) grant any extension of the time of payment of any account, (b) compromise or settle any account for less than the full amount thereof, (c) release, wholly or partially, any Person liable for the payment of any account, (d) allow any credit or discount on any account or (e) amend, supplement or modify any account in any manner that could adversely affect the value thereof.
 
Commodity Contracts .  Such Loan Party shall not have any commodity contract unless subject to an Account Control Agreement.
 
Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights; Electronic Chattel Paper; Evidence of Intercompany Indebtedness .  (E)  If any Loan Party now or at any time hereafter, holds or acquires an interest in any instrument or tangible chattel paper other than any instrument delivered in accordance with Section 5.2(a) and in the possession of the Collateral Agent, such Loan Party shall, at the request of the Collateral Agent, immediately deliver such instrument or tangible chattel paper to the Collateral Agent, duly indorsed in a manner reasonably satisfactory to the Collateral Agent; provided , however , that this Section 5.5(a) shall not apply to any instrument or tangible chattel paper that is not in excess of $10,000 ( provided , further , however , to the extent that any such instrument or tangible chattel paper is owed to any Loan Party by any other Loan Party or any Subsidiary of any Loan Party, the foregoing threshold amount of $10,000 shall not apply).
 
 
15
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
No Loan Party shall grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any investment property to any Person other than the Collateral Agent.  Notwithstanding the foregoing, it shall not be a violation of this Section 5.5(b) if such control occurs as a matter of law and not as an affirmative act of a Loan Party.
 
If any Loan Party is or becomes the beneficiary of a letter of credit that is not a supporting obligation of any Collateral, then such Loan Party shall promptly, and in any event within five (5) Business Days after becoming a beneficiary, notify the Collateral Agent thereof and enter into a Contractual Obligation with the Collateral Agent, the issuer of such letter of credit or any nominated Person with respect to the letter-of-credit rights under such letter of credit; provided , however , that the Loan Parties shall not be obligated to enter into such a Contractual Obligation with respect to (1) letters of credit issued by a domestic issuer in an aggregate amount not to exceed $10,000 for all such domestic letters of credit with respect to which a Contractual Obligation was not entered into under this Section 5.5(c) , and (2) letters of credit issued by a non-U.S. issuer in an aggregate amount not to exceed $10,000 for all such non-U.S. letters of credit with respect to which a Contractual Obligation was not entered into under this Section 5.5(c) .  Such Contractual Obligation shall assign such letter-of-credit rights to the Collateral Agent (for the benefit of the Secured Parties) and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC).  Such Contractual Obligation shall also direct all payments thereunder to a Cash Collateral Account.  The provisions of the Contractual Obligation shall be in form and substance reasonably satisfactory to the Collateral Agent.
 
If any Loan Party now or at any time hereafter, holds or acquires an interest in any electronic chattel paper, such Loan Party shall take all steps necessary to grant the Collateral Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act; provided , however , that this Section 5.5(d) shall not apply to any electronic chattel paper that is not in excess of $10,000 ( provided , further , however , to the extent that any such electronic chattel paper is owed to any Loan Party by any other Loan Party or any Subsidiary of any Loan Party, the foregoing threshold amount of $10,000 shall not apply).
 
Each Loan Party agrees that all Indebtedness in excess of $10,000 that is owing by any Loan Party or Subsidiary of any Loan Party to any other Loan Party shall be evidenced by one or more promissory notes.
 
Intellectual Property .  (F)  Within fifteen (15) days after any Loan Party acquires Intellectual Property, such Loan Party shall provide the Collateral Agent notification thereof and a supplement to Schedule 4 detailing such Intellectual Property and the short-form intellectual property agreements and assignments as described in this Section 5.6 and any other documents that the Collateral Agent reasonably requests with respect thereto.  Any supplement to Schedule 4 delivered pursuant to this Section 5.6 shall, after the receipt thereof by the Collateral Agent, become part of Schedule 4 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.
 
 
16
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Each Loan Party shall (and shall use commercially reasonable efforts to cause all its licensees to) (i) (1) continue to use each Trademark included in the Intellectual Property that is necessary in the conduct of such Loan Party’s business in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (2) maintain at least the same standards of quality of products and services offered under such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of registration and all other notices and legends required by Applicable Law, (4) preserve and maintain all rights in such Trademark, including the filing of appropriate renewal applications and other instruments to maintain in effect such Trademarks and the payment when due of all registration renewal fees and other fees, taxes and other expenses that shall be incurred or that shall accrue with respect to any such Trademark, in each case, in a commercially reasonable manner consistent with such Loan Party’s past business practices, and (5) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent (for the ratable benefit of the Secured Parties) shall obtain a perfected security interest in such other Trademark pursuant to this Agreement, and (ii) not do any act or omit to do any act whereby (w) such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (x) any Patent included in the Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, (y) any portion of the Copyrights included in the Intellectual Property may become invalidated, otherwise impaired or fall into the public domain or (z) any Trade Secret that is Intellectual Property may become publicly available or otherwise unprotectable.
 
In general, each Loan Party shall take any and all such actions (including but not limited to institution and maintenance of suits, proceedings or actions) as may be necessary or appropriate to properly maintain, protect, preserve, care for and enforce all Intellectual Property in a commercially reasonable manner consistent with such Loan Party’s past business practices.  Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, the Collateral Agent shall have the right to notify, or require any Loan Party to notify, any obligors with respect to any amounts due or to become due to such Loan Party in respect of any Intellectual Property or any portion thereof or of the existence of the security interest created hereby.  Subject to this Section 5.6 , no Loan Party shall take or fail to take any action, nor permit any action to be taken or not taken by others under its control, that would adversely affect the validity, grant or enforcement of the Intellectual Property that is necessary in the conduct of such Loan Party’s business.
 
Each Loan Party shall (i) notify the Collateral Agent promptly if it knows, or has reason to know, that any application or registration relating to any Intellectual Property that is necessary in the conduct of such Loan Party’s business may become forfeited, misused, unenforceable, abandoned or dedicated to the public, or of any adverse determination or development regarding the validity or enforceability or such Loan Party’s ownership of, interest in, right to use, register, own or maintain such Intellectual Property (including the institution of, or any such determination or development in, any proceeding relating to the foregoing in any Applicable IP Office), and (ii) shall take all actions that are necessary or reasonably requested by the Collateral Agent to maintain and pursue each application (and to obtain the relevant registration or recordation) and to maintain each registration and recordation included in the Intellectual Property that is necessary in the conduct of such Loan Party’s business.
 
 
17
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Each Loan Party shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with the Intellectual Property that is necessary in the conduct of such Loan Party’s business.  Each Loan Party shall hold each of the Collateral Agent and the other Secured Parties harmless from any and all costs, damages, liabilities and expenses that may be incurred by the Collateral Agent or any other Secured Party in connection with the such Person’s interest in the Intellectual Property or any other action or failure to act in connection with such Intellectual Property or the transactions contemplated hereby, except to the extent incurred as a result of the Collateral Agent’s or any other Secured Party’s own gross negligence or willful misconduct.
 
In the event that any Intellectual Property of any Loan Party that is necessary in the conduct of such Loan Party’s business is or has been infringed, misappropriated, violated, diluted or otherwise impaired by a third party, such Loan Party shall take such action as it reasonably deems appropriate under the circumstances in response thereto, including promptly bringing suit and recovering all damages therefor.
 
Each Loan Party shall execute and deliver to the Collateral Agent (for the ratable benefit of the Secured Parties) in form and substance reasonably acceptable to the Collateral Agent and suitable for (i) filing in the Applicable IP Office the short-form intellectual property security agreements in the form attached hereto as Annex 3 for all Copyrights, Trademarks, Patents and IP Licenses of such Loan Party and (ii) recording with the appropriate Internet domain name registrar, a duly executed form of assignment for all Internet Domain Names of such Loan Party (together with appropriate supporting documentation as may be requested by the Collateral Agent).
 
Notices .  Such Loan Party shall promptly notify the Collateral Agent in writing of its acquisition of any interest hereafter in property that is of a type where a Lien must be or may be registered, recorded or filed under, or notice thereof given under, any federal statute or regulation.
 
Notice of Commercial Tort Claims .  Such Loan Party agrees that, if it shall acquire any interest in any commercial tort claim in excess of $10,000 asserted against a third-party before a Governmental Authority or a third-party arbitrator (other than commercial tort claims where such Loan Party is a plaintiff as part of a class action lawsuit (not initiated by such Loan Party) then (i) such Loan Party shall, immediately upon such acquisition, deliver to the Collateral Agent, in each case in form and substance satisfactory to the Collateral Agent, a notice of the existence and nature of such commercial tort claim and a supplement to Schedule 1 containing a specific description of such commercial tort claim, (ii) Section 3.1 shall apply to such commercial tort claim and (iii) such Loan Party shall execute and deliver to the Collateral Agent, in each case in form and substance satisfactory to the Collateral Agent, any document, and take all other action, deemed by the Collateral Agent to be necessary or reasonably appropriate for the Collateral Agent to obtain, for the ratable benefit of the Secured Parties, a perfected security interest having at least the priority set forth in Section 4.2 in all such commercial tort claims.  Any supplement to Schedule 1 delivered pursuant to this Section 5.8 shall, after the receipt thereof by the Collateral Agent, become part of Schedule 1 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.
 
 
18
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
Controlled Securities Accounts .  Each Loan Party shall deposit all of its Cash Equivalents in securities accounts that are Controlled Securities Accounts.
Fixed Assets .  No Loan Party shall move or cause the moving of any furniture, fixtures or equipment of any Loan Party from the location of such furniture, fixtures or equipment as of the Closing Date to any other location except to any location operated by a Loan Party on a going-forward basis, which move shall be for the sole purpose of continuing operations at such location.
 
Deposit Accounts .  Subject to the exceptions set forth in Section 7.13 of the Term Loan Agreement, for each deposit account that any Loan Party, now or at any time hereafter, opens or maintains, such Loan Party shall, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (a) cause the depositary bank to agree to comply without further consent of any Loan Party, at any time with instructions from the Collateral Agent to such depositary bank directing the disposition of funds from time to time credited to such deposit account, or (b) arrange for the Collateral Agent to become the customer of the depositary bank with respect to the deposit account, with such Loan Party being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such deposit account.
 
Mortgages .  Each Loan Party shall:
 
upon request of the Collateral Agent, deliver to the Collateral Agent a Mortgage on any Real Property owned by any Loan Party and on any of its leases, together with all Mortgage Supporting Documents relating thereto (or, if such real property or the real property subject to such lease is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Collateral Agent to obtain the equivalent in such jurisdiction of a first-priority mortgage on such real property or lease); and
 
deliver to the Administrative Agent legal opinions relating to the matters described in this Section 5.12 , which opinions shall be as reasonably required by, and in form and substance and from counsel reasonably satisfactory to, the Administrative Agent.
 
Taxes .  Each Loan Party shall pay all taxes, assessments and charges levied, assessed or imposed upon the Collateral before the same become delinquent or in default except as expressly provided for in the Term Loan Agreement.
 
Power of Attorney .  Upon the occurrence of a Triggering Event, the Borrower shall immediately cause CDF1 to execute the Limited Power of Attorney attached hereto as Annex 4 and deliver such executed Limited Power of Attorney to the Collateral Agent.
 
REMEDIAL PROVISIONS
 
Code and Other Remedies .  (G)   UCC Remedies .  During the continuance of an Event of Default, and subject to the terms of the Term Loan Agreement, the Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any
 
 
19
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
other instrument or agreement securing, evidencing or relating to any Secured Obligations, all rights and remedies of a secured party under the UCC or any other Applicable Law and as set forth in the Term Loan Agreement.
 
Disposition of Collateral .  Without limiting the generality of the foregoing, the Collateral Agent may, subject to the terms set forth in the Term Loan Agreement, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Loan Party or any other Person notice or opportunity for a hearing on any Secured Party’s claim or action, (ii) collect, receive, appropriate and realize upon any Collateral and (iii) sell, assign, convey, transfer, grant option or options to purchase and deliver any Collateral (or enter into Contractual Obligations to do any of the foregoing), in one or more parcels at a public or private sale or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk.  The Collateral Agent (for the ratable benefit of the Secured Parties) shall have the right, upon any such public sale or sales and, to the extent permitted by the UCC and other Applicable Law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Loan Party, which right or equity is hereby waived and released.
 
Management of the Collateral .  Each Loan Party further agrees, that, during the continuance of any Event of Default, subject to the terms set forth in the Term Loan Agreement, (i) at the Collateral Agent’s request, it shall assemble the Collateral and make it available to the Collateral Agent at places that the Collateral Agent shall reasonably select, whether at such Loan Party’s premises or elsewhere, (ii) without limiting the foregoing, the Collateral Agent shall also have the right to require that each Loan Party store and keep any Collateral pending further action by the Collateral Agent and, while any such Collateral is so stored or kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain such Collateral in good condition, (iii) until the Collateral Agent is able to sell, assign, convey or transfer any Collateral, the Collateral Agent shall have the right to hold or use such Collateral to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent and (iv) the Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment.  The Collateral Agent shall not have any obligation to any Loan Party to maintain or preserve the rights of any Loan Party as against third parties with respect to any Collateral while such Collateral is in the possession of the Collateral Agent.
 
Application of Proceeds .  The Collateral Agent shall apply the cash proceeds of any action taken by it pursuant to this Section 6.1 , after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping
 
 
20
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 
of any Collateral or in any way relating to the Collateral or the rights of the Collateral Agent or any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, in accordance with the priority of payments set forth in the Term Loan Agreement, and only after such application and after the payment by the Collateral Agent of any other amount required by any Applicable Law, need the Collateral Agent account for the surplus, if any, to any Loan Party.
 
Direct Obligation .  Neither the Collateral Agent nor any other Secured Party shall be required to make any demand upon, or pursue or exhaust any right or remedy against, the Borrower, any Loan Party or any other Person with respect to the payment of the Obligations or to pursue or exhaust any right or remedy with respect to any Collateral therefor or any direct or indirect guaranty thereof.  All of the rights and remedies of the Collateral Agent and any other Secured Party under any Loan Document shall be cumulative, may be exercised individually or concurrently and not exclusive of any other rights or remedies provided by any Applicable Law.  To the extent it may lawfully do so, each Loan Party absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Collateral Agent or any other Secured Party, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety, now or hereafter existing, arising out of the exercise by them of any rights hereunder.  If any notice of a proposed sale or other disposition of any Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.
 
Commercially Reasonable .  To the extent that Applicable Law imposes any duty on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Loan Party acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following:
 
fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition;
 
fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Applicable Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral;
 
fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral;
 
advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Loan Party, for expressions of interest in acquiring any such Collateral;
 
exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition
 
 
21
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral;
 
dispose of assets in wholesale rather than retail markets;
 
disclaim disposition warranties, such as title, possession or quiet enjoyment; or
 
purchase insurance or credit enhancements to insure the Collateral Agent and the other Secured Parties against risks of loss, collection or disposition of any Collateral or to provide to the Collateral Agent (for the ratable benefit of the Secured Parties) a guaranteed return from the collection or disposition of any Collateral.
 
(H)   Each Loan Party acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1 .  Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Loan Party or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by Applicable Law in the absence of this Section 6.1 .
 
License .  For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Section 6.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral) at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Loan Party hereby grants to the Collateral Agent, for the benefit of the Secured Parties, to the extent such Loan Party is lawfully permitted to do so without violating any Contractual Obligations (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Loan Party), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such Loan Party and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof (subject only to the rights of any third party non-Affiliate licensor of such Intellectual Property) and (ii) an irrevocable license (without payment of rent or other compensation to such Loan Party) to use, operate and occupy any and all Real Property, including without limitation all Real Property owned, operated, leased, subleased or otherwise occupied by such Loan Party.
 
Accounts and Payments in Respect of General Intangibles .  (I)  In addition to, and not in substitution for, any similar requirement in the Term Loan Agreement, if required by the Collateral Agent at any time during the continuance of an Event of Default, any payment of
 
 
22
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
accounts or payment in respect of general intangibles, when collected by any Loan Party, shall be promptly (and, in any event, within two (2) Business Days) deposited by such Loan Party in the exact form received, duly indorsed by such Loan Party to the Collateral Agent, in a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 6.4 .  Until so turned over, such payment shall be held by such Loan Party in trust for the Collateral Agent (for the ratable benefit of the Secured Parties), segregated from other funds of such Loan Party.  Each such deposit of proceeds of accounts and payments in respect of general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.  At any time during the continuance of an Event of Default:
 
each Loan Party shall, upon the Collateral Agent’s request, deliver to the Collateral Agent copies of all documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any account or any payment in respect of general intangibles, including all orders, invoices and shipping receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Collateral Agent (for the ratable benefit of the Secured Parties) and that payments in respect thereof shall be made directly to the Collateral Agent (for the ratable benefit of the Secured Parties);
 
The Collateral Agent may, if permitted under the terms of the Term Loan Agreement, at any time during the continuance of an Event of Default, limit or terminate the authority of a Loan Party to collect its accounts or amounts due under general intangibles or any thereof and, in its own name or in the name of others, communicate with account debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any account or amounts due under any general intangible.  In addition, the Collateral Agent may at any time enforce such Loan Party’s rights against such account debtors and obligors of general intangibles; and
 
each Loan Party shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Agent to ensure any Internet Domain Name is registered.
 
Anything herein to the contrary notwithstanding, each Loan Party shall remain liable under each account and each payment in respect of general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto.  No Secured Party shall have any obligation or liability under any agreement giving rise to an account or a payment in respect of a general intangible by reason of or arising out of any Loan Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Loan Party under or pursuant to any agreement giving rise to an account or a payment in respect of a general intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
 
 
23
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
Pledged Collateral .
 
Voting Rights .  During the continuance of an Event of Default, immediately upon notice by the Collateral Agent to the relevant Loan Party or Loan Parties, the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided , however , that no Agent shall have any duty to any Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
 
Proxies .  In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Loan Party shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Loan Party hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default, and which proxy shall only terminate upon the payment in full of the Secured Obligations (other than Unasserted Contingent Obligations).
 
Authorization of Issuers .  Each Loan Party hereby expressly and irrevocably authorizes and instructs, without any further instructions from such Loan Party, each issuer of any Pledged Collateral pledged hereunder by such Loan Party to (i) comply with any instruction received by it from the Collateral Agent in writing that states that an Event of Default is continuing and is otherwise in accordance with the terms of this Agreement and each Loan Party agrees that such issuer shall be fully protected from Liabilities to such Loan Party in so complying and (ii) unless otherwise expressly permitted hereby or by the Term Loan Agreement, pay any dividend or make any other payment with respect to the Pledged Collateral directly to the Collateral Agent (for the ratable benefit of the Secured Parties).
 
Proceeds to be Turned over to and Held by the Collateral Agent .  Unless otherwise expressly provided in the Term Loan Agreement or this Agreement, except as otherwise
 
 
24
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
expressly permitted by the Term Loan Agreement, all proceeds of any Collateral received by any Loan Party hereunder in cash or Cash Equivalents shall be held by such Loan Party in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Loan Party, and shall, promptly upon receipt by any Loan Party, be turned over to the Collateral Agent in the exact form received (with any necessary endorsement).  All such proceeds of Collateral and any other proceeds of any Collateral received by the Collateral Agent in cash or Cash Equivalents shall be held by the Collateral Agent in a Cash Collateral Account.  All proceeds being held by the Collateral Agent in a Cash Collateral Account (or by such Loan Party in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in the Term Loan Agreement.
 
Sale of Pledged Collateral .
 
Each Loan Party recognizes that the Collateral Agent may be unable to effect a public sale of any Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state or foreign securities laws or otherwise or may determine that a public sale is impracticable, not desirable or not commercially reasonable and, accordingly, may, subject to the terms set forth in the Term Loan Agreement, resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof.  Each Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner.  The Collateral Agent shall be under no obligation to delay a sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act or under applicable state securities laws even if such issuer would agree to do so.
 
Each Loan Party agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of any portion of the Pledged Collateral pursuant to Section 6.1 and this Section 6.5 valid and binding and in compliance with all Applicable Law.  Each Loan Party further agrees that a breach of any covenant contained herein will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained herein shall be specifically enforceable against such Loan Party, and such Loan Party hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Term Loan Agreement.  Each Loan Party waives any and all rights of contribution or subrogation upon the sale or disposition of all or any portion of the Pledged Collateral by the Collateral Agent.
 
Deficiency .  Each Loan Party shall remain liable for any deficiency if the proceeds of any sale or other disposition of any Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorney employed by the Collateral Agent or any other Secured Party to collect such deficiency.
 
 
25
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
AGENT
 
The Collateral Agent’s Appointment as Attorney-in-Fact .  (J)  Each Loan Party hereby irrevocably constitutes and appoints the Collateral Agent and its Related Parties, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Loan Party and in the name of such Loan Party or in its own name, for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents in accordance with the terms thereof, and, without limiting the generality of the foregoing, each Loan Party hereby gives the Collateral Agent and its Related Parties the power and right, on behalf of such Loan Party, without notice to or assent by such Loan Party, to do any of the following when an Event of Default shall be continuing and in accordance with the terms of the Term Loan Agreement:
 
in the name of such Loan Party, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;
 
in the case of any Intellectual Property owned by or licensed to the Loan Parties, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest (for the benefit of the Secured Parties) in such Intellectual Property and the goodwill and general intangibles of such Loan Party relating thereto or represented thereby;
 
pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Term Loan Agreement (including all or any part of the premiums therefor and the costs thereof);
 
execute, in connection with any sale provided for in Section 6.1 or 6.5 , any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; or
 
(A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, in accordance with the Term Loan Agreement, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit,
 
 
26
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Loan Party with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by the Loan Parties or any IP Licenses of the Loan Parties throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, assign, convey, transfer or grant a Lien on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes and do, at the Collateral Agent’s option, at any time or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Loan Party might do.
 
If any Loan Party fails to perform or comply with any Contractual Obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.
 
The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1 during the continuance of an Event of Default, together with interest thereon at a rate set forth in the Term Loan Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Loan Party, shall be payable by such Loan Party to the Collateral Agent on demand.
 
The of Borrower hereby irrevocably constitutes and appoints the Collateral Agent and its Related Parties upon the occurrence of a Triggering Event, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and in the name of the Borrower, for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action, including without limitation, pursuant to the Powers of Attorney, and to execute any document or instrument that may be necessary or desirable to cause the Borrower to enter into the Replacement Phase I MSA.  The Borrower hereby agrees to enter into the Replacement Phase I MSA at the request of the Collateral Agent upon the occurrence of a Triggering Event and the Collateral Agent shall be entitled to specific performance of such obligation of the Borrower.
 
Each Loan Party hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1 .  All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.
 
Authorization to File Financing Statements .  Each Loan Party authorizes the Collateral Agent, on behalf of the Secured Parties, and its respective Related Parties, at any time and from
 
 
27
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
time to time, to file or record financing statements, amendments thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets of the debtor”.  A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.  Such Loan Party also hereby ratifies its authorization for the Collateral Agent to have filed any initial financing statement or amendment thereto under the UCC (or other similar laws) in effect in any jurisdiction if filed prior to the date hereof.
 
Authority of Collateral Agent .  Each Loan Party acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Term Loan Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Loan Parties, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Loan Party shall be under any obligation or entitlement to make any inquiry respecting such authority.
 
Duty; Obligations and Liabilities .
 
Duty of Collateral Agent .  The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as it deals with similar property for its own account.  The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interest in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers.  The Collateral Agent shall be accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of its Related Parties shall be responsible to any Loan Party for any act or failure to act hereunder, except for its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.  In addition, neither the Collateral Agent nor any other Secured Party shall be liable or held responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been selected by the Collateral Agent in good faith.
 
Obligations and Liabilities with respect to Collateral .  No Secured Party and no Related Parties thereof shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Loan Party or any other Person or to take any other action whatsoever with regard to any Collateral.  The powers conferred on the Collateral Agent hereunder shall not impose any duty upon any other Secured Party to exercise any such powers.  The other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their respective officers, directors, employees or agents shall be responsible to any Loan Party for any act or failure to act
 
 
28
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.
 
MISCELLANEOUS
 
Reinstatement .  Each Loan Party agrees that, if any payment made by any Loan Party or other Person and applied to the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by any Secured Party to such Loan Party, its estate, trustee, receiver or any other party, including any Loan Party, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made.  If, prior to any of the foregoing, (a) any Lien or other Collateral securing such Loan Party’s liability hereunder shall have been released or terminated by virtue of the foregoing or (b) any provision of the Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Loan Party in respect of any Lien or other Collateral securing such obligation or the amount of such payment.
 
Release of Collateral .  This Agreement shall be subject to the provisions set forth in Section 11.18 of the Term Loan Agreement, and such provisions are incorporated herein by this reference, mutatis mutandis .  The Collateral Agent will, at the Borrower’s expense, deliver to the applicable Loan Party any Collateral in the possession of the Collateral Agent or an Agent thereof, and execute and deliver to the applicable Loan Party such documents, certificates and instruments, and do such acts and things, as such Loan Party may reasonably request to evidence the release of any item of Collateral or guarantee obligation from the assignment and security interest granted under this Agreement, in each case in accordance with the terms of the Loan Documents and Section 11.18 of the Term Loan Agreement.
 
Independent Obligations .  The obligations of each Loan Party hereunder are independent of and separate from the Secured Obligations and the Guaranteed Obligations.  If any Secured Obligation or Guaranteed Obligation is not paid when due, or upon any Event of Default, the Collateral Agent may, at its sole election and in accordance with the terms set forth in the Term Loan Agreement, proceed directly and at once, without notice, against any Loan Party and any Collateral to collect and recover the full amount of any Secured Obligation or Guaranteed Obligation then due, without first proceeding against any other Loan Party, any other Loan Party or any other Collateral and without first joining any other Loan Party or any other Loan Party in any proceeding.
 
No Waiver by Course of Conduct .  No Secured Party shall by any act (except by a written instrument pursuant to Section 8.5 ), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default.  No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right,
 
 
29
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.
 
Amendments .  None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 11.01 of the Term Loan Agreement which are incorporated herein by this reference, mutatis mutandis ; provided , however , that annexes to this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may be released) through Pledge Amendments and Joinder Agreements, in substantially the form of Annex 1 and Annex 2 , respectively, in each case duly executed by the Collateral Agent and each Loan Party directly affected thereby.
 
Additional Loan Parties; Additional Pledged Collateral .
 
Joinder Agreements .  If, at the option of a Loan Party or as required pursuant to Section 7.08 of the Term Loan Agreement, a Loan Party shall cause any Subsidiary that is not a Loan Party to become a Loan Party hereunder, such Subsidiary shall execute and deliver to the Collateral Agent a Joinder Agreement substantially in the form of Annex 2 (each a “ Joinder Agreement ”) and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Loan Party party hereto on the Closing Date.
 
Pledge Amendments .  To the extent any Pledged Collateral has not been delivered as of the Closing Date, such Loan Party shall deliver a pledge amendment duly executed by the Loan Party in substantially the form of Annex 1 (each, a “ Pledge Amendment ”).  Such Loan Party authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement.
 
Marshaling .  Neither the Collateral Agent nor any other Secured Party shall be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Obligations or the Guaranteed Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the rights and remedies of the Collateral Agent or any other Secured Party hereunder and of the Collateral Agent or any other Secured Party in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising.  To the extent that it lawfully may, each Loan Party hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of any of the Collateral Agent’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Obligations or the Guaranteed Obligations or under which any of the Obligations or the Guaranteed Obligations is outstanding or by which any of the Obligations or the Guaranteed Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Loan Party hereby irrevocably waives the benefits of all such laws.
 
Notices .  All notices and other communications provided for herein shall be (i) in writing, (ii) delivered and deemed received in accordance with the procedures set forth in Section 11.02 of the Term Loan Agreement and (iii) addressed to the parties at the address, facsimile number
 
 
30
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
or email address provided therein, provided , that any such notice, request or demand to or upon any Loan Party shall be addressed to the Borrower’s notice address set forth in such Section 11.02 of the Term Loan Agreement.  Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice to all of the other parties hereto in accordance with the foregoing.
 
Successors and Assigns .  This Agreement shall be binding upon the successors and assigns of each Loan Party and shall inure to the benefit of each Secured Party and their successors and, to the extent permitted in the Term Loan Agreement, assigns; provided , however , that no Loan Party may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent and, in any event, any assignment, transfer or delegation of any Loan Party’s rights or obligations under this Agreement shall be subject to the terms and provisions of the Term Loan Agreement.
 
Counterparts; Effectiveness .  THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN SECTIONS 11.02(d) AND 11.10 OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
 
Severability .  All provisions of this Agreement are severable, and the unenforceability or invalidity of any of the provisions of this Agreement shall not affect the validity or enforceability of the remaining provisions of this Agreement.  Should any part of this Agreement be held invalid or unenforceable in any jurisdiction, the invalid or unenforceable portion or portions shall be removed (and no more) only in that jurisdiction, and the remainder shall be enforced as fully as possible (removing the minimum amount possible) in that jurisdiction.  In lieu of such invalid or unenforceable provision, the parties hereto will negotiate in good faith to add as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.
 
Governing Law .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).
 
Jurisdiction; Venue; Service Of Process; Jury Trial Waiver .  THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN ARTICLE XII OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
 
Excluded Property .  For the avoidance of doubt and notwithstanding anything to the contrary herein, no Loan Party shall have any obligations hereunder with respect to Excluded Property and the Collateral Agent and any other Secured Party shall have no rights hereunder in or to any Excluded Property.
 
 
31
 

CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
[Signature pages follow.]
 
 
32
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
IN WITNESS WHEREOF , each of the undersigned has caused this Guaranty, Pledge and Security Agreement to be duly executed and delivered as of the date first above written.
 
 
BORROWER:
 
     
 
CINEDIGM DC HOLDINGS, LLC
 
       
 
By:
   
  Name:    
  Title:    
 
 
GUARANTORS:
 
     
 
ACCESS DIGITAL MEDIA, INC.
 
       
 
By:
   
  Name:    
  Title:    
 
 
ACCESS DIGITAL CINEMA PHASE 2,
 
  CORP.  
 
By:
   
  Name:    
  Title:    
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
ACCEPTED AND AGREED
     
as of the date first above written:
     
         
PROSPECT CAPITAL
     
CORPORATION , as Collateral Agent      
         
By:           
Name:          
Title:          

 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(a)             Schedule 1
 
(b)             Commercial Tort Claims
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(c)            Schedule 2
 
(d)            Loan Party Information
 
(e) Loan
Party’s
Name
(f)            Loan Party’s
Jurisdiction of
Organization
(g)            Location of
Loan Party’s
Chief
Executive
Office
(h)            Loan Party’s
Tax
 Identification
Number
(i)            Loan Party’s
Organizational
Number
(j)
 
(k)
 
(l)
(m)
(n)
(o)
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(p)             Schedule 3
 
(q)             Pledged Collateral
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(r)             Schedule 4
 
(s)             Intellectual Property
 
(t)
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
ANNEX 1
TO
GUARANTY AND SECURITY AGREEMENT 1
 
FORM OF PLEDGE AMENDMENT
 
This PLEDGE AMENDMENT , dated as of __________ __, 20__, is delivered pursuant to Section 8.6 of the Guaranty, Pledge and Security Agreement, dated as of February 28, 2013 (as such agreement may be amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Security Agreement ”), by CINEDIGM DC HOLDINGS, LLC , a Delaware limited liability company (the “ Borrower ”), and each of the other entities listed on the signature pages thereof or that becomes a party thereto pursuant to Section 8.6 of the Security Agreement (together with the Borrower, collectively, the “ Loan Parties ” and each, a “ Loan Party ”), in favor of PROSPECT CAPITAL CORPORATION , a Maryland corporation, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “ Collateral Agent ”).  Capitalized terms used herein without definition are used as defined in the Security Agreement.
 
The undersigned Loan Party hereby agrees that this Pledge Amendment may be attached to the Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Pledge Amendment shall be and become part of the Collateral referred to in the Security Agreement and shall secure all Secured Obligations of the undersigned.
 
The undersigned hereby represents and warrants that each of the representations and warranties contained in Article IV of the Security Agreement is true and correct as of the date hereof as if made on and as of such date.
 
 
[LOAN PARTY]
 
       
 
By:
   
  Name:    
  Title:    
_________________
To be used for pledge of additional Pledged Collateral by existing Loan Party.
 
 
A1-1
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
Annex 1-A
 
PLEDGED STOCK
 
 
 
 
ISSUER
 
 
 
 
CLASS
 
 
 
CERTIFICATE
NO(S).
 
 
 
PAR
VALUE
 
NUMBER OF
SHARES,
UNITS OR
INTERESTS
                 
                 
 
PLEDGED DEBT INSTRUMENTS
 
 
ISSUER
 
DESCRIPTION OF
DEBT
 
CERTIFICATE
NO(S).
 
FINAL
MATURITY
 
PRINCIPAL
AMOUNT
                 
                 
 
 
A1-2
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
ACKNOWLEDGED AND AGREED
as of the date first above written:
 
PROSPECT CAPITAL CORPORATION,
 as Collateral Agent
         
By:           
Name:          
Title:          
 
 
A1-3
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
ANNEX 2
TO
GUARANTY AND SECURITY AGREEMENT
 
FORM OF JOINDER AGREEMENT
 
This JOINDER AGREEMENT , dated as of _________ __, 20__, is delivered pursuant to Section 8.6 of the Guaranty, Pledge and Security Agreement, dated as of February 28, 2013 (as such agreement may be amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Security Agreement ”), by CINEDIGM DC HOLDINGS, LLC , a Delaware limited liability company (the “ Borrower ”), and each of the other entities listed on the signature pages thereof or that becomes a party thereto pursuant to Section 8.6 of the Security Agreement (collectively, the “ Guarantors ”, and each, a “ Guarantor ”, and together with the Borrower, collectively, the “ Loan Parties ” and each, a “ Loan Party ”), in favor of PROSPECT CAPITAL CORPORATION , a Maryland corporation, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “ Collateral Agent ”).  Capitalized terms used herein without definition are used as defined in the Security Agreement.
 
By executing and delivering this Joinder Agreement, the undersigned (an “ Additional Loan Party ”), as provided in Section 8.6 of the Security Agreement, hereby becomes a party to the Security Agreement as a Loan Party thereunder with the same force and effect as if originally named as a Loan Party therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the Additional Loan Party, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the Additional Loan Party and expressly assumes all obligations and liabilities of a Loan Party thereunder.  The undersigned Additional Loan Party hereby agrees to be bound as a Loan Party for the purposes of the Security Agreement.
 
The information set forth in Annex 1-A is hereby added to the information set forth in Schedules 1, 2, 3 and 4 to the Security Agreement and Schedules 6.07, 6.13, 6.17, 6.22 and 6.23 to the Term Loan Agreement.  By acknowledging and agreeing to this Joinder Agreement, the Additional Loan Party hereby agrees that this Joinder Agreement may be attached to the Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Joinder Amendment shall be and become part of the Collateral referred to in the Security Agreement and shall secure all Secured Obligations of the undersigned.
 
The undersigned hereby represents and warrants that each of the representations and warranties contained in Article IV of the Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date.
 
[Signature pages follow.]
 
 
A2-1
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
IN WITNESS WHEREOF , the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
 
 
[ADDITIONAL LOAN PARTY]
 
       
 
By:
   
  Name:    
  Title:    
 
 
A2-2
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
ACKNOWLEDGED AND AGREED
as of the date first above written:
   
PROSPECT CAPITAL CORPORATION,
 as Collateral Agent
         
By:           
Name:          
Title:          
 
 
A2-3
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
ANNEX 3
 
TO
 
GUARANTY AND SECURITY AGREEMENT
   
FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT 15
 
This [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT , dated as of _______________, is made by each of the entities listed on the signature pages hereof (each a “ Loan Party ” and, collectively, the “ Loan Parties ”), in favor of PROSPECT CAPITAL CORPORATION , as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “ Collateral Agent ”).
 
W I T N E S S E T H :
 
WHEREAS , pursuant to the Term Loan Agreement, dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Term Loan Agreement ”), among the Borrower, Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp. and each other Guarantor that is a party thereto, that is a party thereto, the Lenders party thereto, and Prospect, in its separate capacities as Administrative Agent and Collateral Agent, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;
 
WHEREAS , each Guarantor has agreed, pursuant to a Guaranty, Pledge and Security Agreement dated as of February 28, 2013 in favor of Collateral Agent (as such agreement may be amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, the “ Security Agreement ”), to guarantee the Obligations (as defined in the Term Loan Agreement) of the Borrower; and
 
WHEREAS , all of the Loan Parties are party to the Security Agreement pursuant to which the Loan Parties are required to execute and deliver this [Copyright] [Patent] [Trademark] Security Agreement;
 
NOW, THEREFORE , in consideration of the premises and to induce the Lenders, the Administrative Agent and the Collateral Agent to enter into the Term Loan Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Loan Party hereby agrees with the Collateral Agent as follows:
 
Section 1 .                       Defined Terms .  Capitalized terms used herein without definition are used as defined in the Security Agreement.
 
Section 2.                        Grant of Security Interest in [Copyright] [Trademark] [Patent] Collateral .  Each Loan Party, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Loan Party, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of such Loan Party (the “ [Copyright] [Patent] [Trademark] Collateral ”):
 
15
Separate agreements will be executed  relating to each Guarantor’s respective Copyrights, Patents, and Trademarks.
 
 
A3-1
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(a)           [all of its registered Copyrights and all IP Licenses providing for the grant by or to such Loan Party of any right under any Copyright, including, without limitation, those referred to on Schedule 1 hereto;
 
(b)           all renewals, reversions and extensions of the foregoing; and
 
(c)           all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.]
 
or
 
(a)           [all of its Patents and all IP Licenses providing for the grant by or to such Loan Party of any right under any Patent, including, without limitation, those referred to on Schedule 1 hereto;
 
(b)           all reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing; and
 
(c)           all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.]
 
or
 
(a)           [all of its Trademarks and all IP Licenses providing for the grant by or to such Loan Party of any right under any Trademark, including, without limitation, those referred to on Schedule 1 hereto;
 
(b)           all renewals and extensions of the foregoing;
 
(c)           all goodwill of the business connected with the use of, and symbolized by, each such Trademark; and
 
(d)           all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof.]
 
Section 3.                        Guaranty and Security Agreement .  The security interest granted pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and each Loan Party hereby acknowledges and agrees that the rights and remedies of the Collateral Agent (for the ratable benefit of the Secured Parties) with respect to the security interest in the [Copyright] [Patent] [Trademark] Collateral made and granted hereby are more fully set forth in
 
 
A3-2
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
 the Guaranty and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.
 
Section 4.                        Loan Party Remains Liable .  Each Loan Party hereby agrees that, anything herein to the contrary notwithstanding, such Loan Party shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with their [Copyrights] [Patents] [Trademarks] and IP Licenses subject to a security interest hereunder.
 
Section 5.                        Counterparts; Effectiveness .  THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS SET FORTH IN SECTIONS 11.02(d) AND 11.10 OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
 
Section 6.                        Governing Law .  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST)..
 
[Signature pages follow.]
 
 
A3-3
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934

  IN WITNESS WHEREOF , each Loan Party has caused this [Copyright] [Patent] [Trademark] Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.
 
 
LOAN PARTIES:
 
     
 
[LOAN PARTY]
 
       
 
By:
   
  Name:    
  Title:    
       
 
 
A3-4
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
ACCEPTED AND AGREED
 
as of the date first above written:
   
PROSPECT CAPITAL CORPORATION, as
Collateral Agent
         
By:           
Name:          
Title:          

 
A3-5
 
 
CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934

ANNEX 3
TO
GUARANTY AND SECURITY AGREEMENT

SCHEDULE I
TO
[COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT
 
[Copyright] [Patent] [Trademark] Registrations
 
 
  1.           REGISTERED [COPYRIGHTS] [PATENTS] [TRADEMARKS]
   
 
[Include Registration Number and Date]
   
 
2.           [COPYRIGHT] [PATENT] [TRADEMARK] APPLICATIONS
   
 
[Include Application Number and Date]
   
 
3.           IP LICENSES
   
 
[Include complete legal description of agreement (name of agreement, parties and date)]
 
 
 
 

CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
FORM OF LIMITED POWER OF ATTORNEY
 
Reference is hereby made to that certain Guaranty, Pledge and Security Agreement, dated as of February 28, 2012 (the “ Security Agreement ”), made by Cinedigm DC Holdings, LLC, a Delaware limited liability company and each other Guarantor from time to time party thereto, in favor of Prospect Capital Corporation, a Maryland corporation, as collateral agent for the Secured Parties (“ Collateral Agent ”).  Capitalized terms used herein but not defined shall have the meanings provided to such terms in the Security Agreement.
 
KNOW ALL BY THESE PRESENTS, that CINEDIGM DIGITAL FUNDING I, LLC, a Delaware limited liability company (“ CDF1 ”), hereby constitutes PROSPECT CAPITAL CORPORATION, in its capacity as Collateral Agent under the Security Agreement, as its true and lawful attorney in fact and agent, with full power of substitution and resubstitution, for it and in its name, place, and stead, in any and all capacities, to execute that certain Second Amended and Restated Management Services Agreement to be entered among CDF1, Cinedigm DC Holdings, LLC and Cinedigm Digital Cinema Corp. and which such agreement is attached as Exhibit Q to the Term Loan Agreement, granting unto said attorney in fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as it might or could do in person, hereby ratifying and confirming all that said attorney in fact and agent or its substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Except as otherwise specifically provided herein, the limited power of attorney granted herein shall not in any manner revoke in whole or in part any power of attorney that each person whose signature appears below has previously executed.  This power of attorney is granted in connection with the Term Loan Agreement and Security Agreement as additional security for the extension of credit under the Term Loan Agreement and is being exercised in accordance with the Security Agreement.  Therefore, this Limited Power of Attorney is IRREVOCABLE and COUPLED WITH AN INTEREST and may not be revoked until all Guaranteed Obligations are paid in full, in which event this Limited Power of Attorney shall terminate and be of no further force or effect.
 
THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS LIMITED POWER OF ATTORNEY, INCLUDING ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST).


[Signature page follows.]

 
 
 

CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM DIGITAL CINEMA CORP.
OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
 
CINEDIGM DIGITAL FUNDING I, LLC
 
       
 
By:
   
  Name:    
  Title:    
 
  Before me:    
  Witness:    
  Name:    
  Adress:    
 
Dated:    
 
 
 
EXHIBIT 99.1
 

 
 
Cinedigm Closes $195 Million in Two New Credit Facilities to Refinance All Existing Phase 1
Senior Debt and Corporate Debt
 
Extends Maturities and Lowers Initial Average Debt Cost of Capital By Over 3%

 
(Los Angeles, CA, March 1, 2013)   Cinedigm Digital Cinema Corp.  (NASDAQ: CIDM) today announced the closing of a $125 million senior non-recourse credit facility led by Societe Generale Corporate & Investment Banking and a $70 million non-recourse credit facility provided by Prospect Capital Corporation (NASDAQ: PSEC). These two new non-recourse credit facilities will be supported by the cash flows of the Phase 1 deployment and the Company’s digital cinema servicing business and will refinance the Company’s existing $92 million non-recourse senior 2010 Term Loan and $98 million recourse Note. The senior facility has received an upgraded rating of Baa3 from Moody's Investor Service.
 
 
The new five-year term senior loan, provided by a syndicate of institutional lenders led by Societe Generale, will be at a rate of LIBOR +275 basis points with a 1.0% LIBOR floor, substantially improving upon the previous rate of LIBOR +350 basis points with a 1.75% LIBOR floor.
 
 
The new financing, provided by Prospect Capital Corporation, will be at an all-in rate of 13.5%, including a cash rate of LIBOR +9.0% with a 2.0% LIBOR floor, and a Payment In Kind, or PIK, rate of 2.5%, improving upon the previous all-in rate of 15%  on the Company’s existing Sageview Note. In addition, the new Prospect loan extends the maturity to March 2021 from August 2014.
 
 
These new facilities significantly improve upon the terms of the previous financing arrangements through a combination of reduced borrowing costs, making all debt non-recourse to Cinedigm’s software and content businesses, and a significant maturity extension.
 
 
“We are pleased to announce this successful refinancing of our existing debt," said Chris McGurk, Chairman and CEO of Cinedigm. "This transaction reaffirms the value of the Company’s digital cinema asset base and positions Cinedigm to accelerate our growth plans.”
 
 
“This refinancing is a significant step in our progress towards strengthening Cinedigm's balance sheet,” added Adam M. Mizel, Chief Operating Officer and CFO of Cinedigm.  “By lowering our cost of capital, extending our mezzanine debt maturity to 2021 and shifting all of our debt to be secured only by our deployment businesses, we have improved our capital flexibility, unlocked equity value and simplified our story. We appreciate the strong capital markets execution and lending support from our long time partners at Societe Generale and look forward to the new partnership we have forged with Prospect Capital Corporation.”
 

"We are excited that institutional investors have oversubscribed the refinancing of Cinedigm's Phase 1 digital cinema deployment, leading to a further reduction in rates," said Richard Knowlton, Managing Director, Societe Generale, Leveraged Media and Telecom Finance.

 
 
 

 
Blackstone Advisory Partners L.P. acted as financial advisor to the Company in connection with the transaction.
 
About Cinedigm
 
Cinedigm is a leader in the digital entertainment revolution.  Cinedigm's pioneering digital cinema deployment and servicing efforts, and our state-of-the-art distribution and exhibition software, are cornerstones of the digital cinema transformation. Cinedigm is also the leading digital aggregator of independent content in the world, providing end-to-end digital content delivery to theaters, across digital and on-demand platforms, and on DVD/Blu-ray. Through partnerships with iTunes, Netflix, Amazon, Google, Hulu, Vudu, Xbox, Playstation, and others, Cinedigm reaches a global digital audience. The company’s library of over 5,000 titles includes award-winning documentaries from Docurama Films®, next-gen indies from Flatiron Film Company® and acclaimed independent films and festival picks through partnerships with the Sundance Institute and Tribeca Film. CEG is proud to distribute many Oscar®-nominated films including “The Invisible War,” “Hell and Back Again,” “GasLand,” “Waste Land” and “Paradise Lost 3: Purgatory.” Upcoming multi-platform releases include “Don’t Stop Believin’: Everyman’s Journey,” “Come Out And Play,” “Arthur Newman,” and “Violet and Daisy.”  Cinedigm™ and Cinedigm Digital Cinema Corp™ are trademarks of Cinedigm Digital Cinema Corp www.cinedigm.com . [CIDM-F]
 
About Societe Generale
 
Societe Generale Corporate & Investment Banking, the investment banking division of France's Societe Generale Group, is a well-diversified and leading player with 12,000 professionals present in over 40 countries across Europe, the Americas and Asia-Pacific. Standing by its clients across sectors, the Corporate & Investment Bank tailors solutions for them by capitalizing on its worldwide expertise in investment banking, global finance, and global markets, and providing strategic advisory, capital raising, cross-asset investing and risk management solutions. For more information, please visit http://www.sgcib.com .
 
About Prospect Capital Corporation
 
Prospect Capital Corporation ( www.prospectstreet.com ) is a closed-end investment company that lends to and invests in private and microcap public businesses. Their investment objective is to generate both current income and long-term capital appreciation through debt and equity investments. [PSEC-F]
 
Safe Harbor Statement
Investors and readers are cautioned that certain statements contained in this document, as well as some statements in periodic press releases and some oral statements of Cinedigm officials during presentations about Cinedigm, along with Cinedigm's filings with the Securities and Exchange Commission, including Cinedigm's registration statements, quarterly reports on Form 10-Q and annual report on Form 10-K, are "forward-looking'' statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act''). Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "expects," "anticipates,'' "intends,'' "plans,'' "could," "might," "believes,'' "seeks," "estimates'' or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by Cinedigm's management, are also forward-looking statements as
 

 
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defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to various risks, uncertainties and assumptions about Cinedigm, its technology, economic and market factors and the industries in which Cinedigm does business, among other things. These statements are not guarantees of future performance and Cinedigm undertakes no specific obligation or intention to update these statements after the date of this release.
Contact:
 
For more information:
Jill Newhouse Calcaterra
Cinedigm/CMO
jcalcaterra@cinedigm.com
424-281-5417
 
 
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