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