ARISING PURSUANT TO OR SECURING CLOSING INDEBTEDNESS,
(III) ENCUMBRANCES NOT RELATED TO INDEBTEDNESS FOR BORROWED MONEY THAT DO NOT,
INDIVIDUALLY OR IN THE AGGREGATE, MATERIALLY INTERFERE WITH THE USE, OCCUPANCY
OR OPERATION OF THE REAL PROPERTY LEASED BY THE COMPANIES, (IV) STATUTORY
ENCUMBRANCES INCURRED OR DEPOSITS MADE IN THE ORDINARY COURSE OF BUSINESS IN
56
connection with workers' compensation, employment insurance and other social
security legislation, and (v) any Encumbrance arising as a result of this
Agreement.
(KK)
"PERSON" MEANS AN INDIVIDUAL, CORPORATION, PARTNERSHIP, ASSOCIATION,
TRUST, UNINCORPORATED ORGANIZATION, OTHER ENTITY OR GROUP.
(LL)
"RELATED AGREEMENT" MEANS THE ESCROW AGREEMENT AND ANY OTHER DOCUMENT
OR INSTRUMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS.
(MM) "RELEASE" MEANS ANY PRESENCE, EMISSION, SPILL, SEEPAGE, LEAK, ESCAPE,
LEACHING, DISCHARGE, INJECTION, PUMPING, POURING, EMPTYING, DUMPING, DISPOSAL,
MIGRATION, OR RELEASE OF HAZARDOUS SUBSTANCES FROM ANY SOURCE INTO OR UPON THE
ENVIRONMENT.
(NN)
"SUBSIDIARY" MEANS, WITH RESPECT TO ANY PERSON, ANY CORPORATION, LIMITED
LIABILITY COMPANY, PARTNERSHIP, JOINT VENTURE OR OTHER LEGAL ENTITY OF WHICH
SUCH PERSON (EITHER ALONE OR THROUGH OR TOGETHER WITH ANY SUBSIDIARY) (I) OWNS,
DIRECTLY OR INDIRECTLY, FIFTY PERCENT (50%) OR MORE OF THE STOCK, LIMITED
LIABILITY COMPANY INTERESTS, PARTNERSHIP INTERESTS OR OTHER EQUITY INTERESTS THE
HOLDERS OF WHICH ARE GENERALLY ENTITLED TO VOTE FOR THE ELECTION OF THE BOARD OF
DIRECTORS OR OTHER GOVERNING BODY OF SUCH CORPORATION, LIMITED LIABILITY
COMPANY, PARTNERSHIP, JOINT VENTURE OR OTHER LEGAL ENTITY; OR (II) POSSESSES,
DIRECTLY OR INDIRECTLY, CONTROL OVER THE DIRECTION OF MANAGEMENT OR POLICIES OF
SUCH CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, JOINT VENTURE OR OTHER
LEGAL ENTITY (WHETHER THROUGH OWNERSHIP OF VOTING SECURITIES, BY AGREEMENT OR
OTHERWISE).
(OO)
"SURVIVAL DATE" MEANS MARCH 31, 2009.
(PP)
"TAX" MEANS (I) ANY FEDERAL, STATE, LOCAL, OR FOREIGN INCOME, GROSS
RECEIPTS, LICENSE, PAYROLL, EMPLOYMENT, EXCISE, SEVERANCE, STAMP, OCCUPATION,
PREMIUM, WINDFALL PROFITS, ENVIRONMENTAL (INCLUDING TAXES UNDER CODE §59A),
CUSTOMS DUTY, CAPITAL STOCK, FRANCHISE, PROFITS, WITHHOLDING, SOCIAL SECURITY
(OR SIMILAR), UNEMPLOYMENT, DISABILITY, REAL PROPERTY, PERSONAL PROPERTY, SALES,
ESCHEAT OR ABANDONED PROPERTY, USE, TRANSFER, TRANSACTION, REGISTRATION, VALUE
ADDED, ALTERNATIVE OR ADD-ON MINIMUM, ESTIMATED OR OTHER TAX, DUTIES, CHARGES OR
LEVIES OF ANY KIND WHATSOEVER, INCLUDING ANY INTEREST, PENALTY, OR ADDITION
THERETO, WHETHER DISPUTED OR NOT, (II) ANY LIABILITY FOR AN AMOUNT DESCRIBED IN
(I) BY REASON OF BEING A MEMBER OF ANY COMBINED, CONSOLIDATED, AFFILIATED,
UNITARY OR OTHER GROUP AND (III) ANY LIABILITY FOR AN AMOUNT DESCRIBED IN (I) OR
(II) BY CONTRACT, AS A SUCCESSOR IN INTEREST OR OTHERWISE.
(QQ)
"TAX RETURN" MEANS ANY RETURN, DECLARATION, REPORT, CLAIM FOR REFUND, OR
INFORMATION RETURN OR STATEMENT RELATING TO TAXES, INCLUDING ANY SCHEDULE OR
ATTACHMENT THERETO, AND INCLUDING ANY AMENDMENT THEREOF.
(RR)
"THEATRE LEVEL CASH FLOW" FOR ANY THEATRE FOR ANY PERIOD MEANS THE NET
INCOME OF SUCH THEATRE FOR SUCH PERIOD PLUS, TO THE EXTENT DEDUCTED IN
DETERMINING SUCH NET INCOME, AND WITHOUT DUPLICATION, NET INTEREST EXPENSE,
TAXES RELATING TO INCOME, DEPRECIATION, AMORTIZATION, PROVISION FOR
STRAIGHT-LINE RENT AND ALLOCATIONS OF CORPORATE OVERHEAD, ALL DETERMINED IN
ACCORDANCE WITH GAAP AND IN