SELLERS SHALL HAVE NO SUCH OBLIGATION WITH RESPECT TO ANY SUPERIOR LESSOR THAT
HAS PREVIOUSLY EXECUTED SUCH A COMMERCIALLY REASONABLE NON-DISTURBANCE AGREEMENT
IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO PURCHASER.
(D)
WITH RESPECT TO EACH LEASE WHICH IS, OR MAY BE, SUBORDINATE TO A
MORTGAGE OR DEED OF TRUST EXECUTED BY THE LESSOR, OR BY A SUPERIOR LESSOR,
SELLERS SHALL PROMPTLY AFTER THE DATE OF THIS AGREEMENT REQUEST THAT THE
MORTGAGEE OR BENEFICIARY OF EACH SUCH DEED OF TRUST EXECUTE A NON-DISTURBANCE
AGREEMENT IN FORM AND SUBSTANCE REASONABLY REQUESTED BY PURCHASER.
SELLERS AND
36
Purchaser shall use reasonable best efforts to promptly obtain such a
non-disturbance agreement; provided that Sellers shall have no such obligation
with respect to any mortgagee or beneficiary that has previously executed such a
non-disturbance agreement in form and substance reasonably satisfactory to
Purchaser.
(E)
WITH RESPECT TO EACH LEASE FOR WHICH A MEMORANDUM OF LEASE IS NOT
RECORDED IN THE OFFICIAL REAL PROPERTY RECORDS IN WHICH THE LEASED REAL PROPERTY
IS LOCATED, SELLERS SHALL PROMPTLY AFTER THE DATE OF THIS AGREEMENT REQUEST THAT
THE LESSOR THEREUNDER EXECUTE A MEMORANDUM OF LEASE IN FORM AND SUBSTANCE
REASONABLY REQUESTED BY PURCHASER.
SELLERS AND PURCHASER SHALL USE REASONABLE
BEST EFFORTS TO PROMPTLY OBTAIN SUCH MEMORANDA OF LEASE, DULY EXECUTED AND
ACKNOWLEDGED BY SUCH LESSOR AND OTHERWISE IN RECORDABLE FORM.
WITHIN FIVE
(5) CALENDAR DAYS OF RECEIPT BY SELLERS OF ANY SUCH MEMORANDUM EXECUTED BY ANY
SUCH LESSOR, SELLERS SHALL DELIVER A TRUE AND COMPLETE COPY THEREOF TO
PURCHASER.
(F)
PURCHASER MAY REFUSE TO APPROVE A LESSOR CONSENT OR ESTOPPEL ON
ANY REASONABLE GROUNDS.
PURCHASER SHALL USE REASONABLE BEST EFFORTS TO OBTAIN
RELEASES OF ALL GUARANTIES OF ANY COMPANY'S OBLIGATIONS GIVEN BY ANY PERSON
UNDER ANY LEASE, INCLUDING FURNISHING ANY GUARANTIES, ADDITIONAL DEPOSITS,
LETTERS OF CREDIT OR OTHER SECURITY FOR PERFORMANCE OF THE LESSEE'S OBLIGATIONS
UNDER ANY OF THE LEASES THAT ANY LANDLORD MAY REASONABLY REQUEST.
(G)
NOTWITHSTANDING ANYTHING SET FORTH IN ANY ESTOPPEL, CONSENT,
NON-DISTURBANCE AGREEMENT OR OTHER MEMORANDUM WHICH IS EXECUTED OR DELIVERED
PURSUANT TO THIS SECTION 6.11, AS BETWEEN PURCHASER AND SELLERS, THIS AGREEMENT
SHALL GOVERN THE RIGHTS, INTERESTS, OBLIGATIONS AND LIABILITIES UNDER AND WITH
RESPECT TO THE LEASES.
SECTION 6.12.
NON-COMPETITION AGREEMENT
AMENDMENT.
Prior to the Closing, Sellers shall use their reasonable best efforts to cause
Section 7(a) of the Executive Employment Agreement dated as of November 1, 2003
between Consolidated Theatres Management, L.L.C. and E. Casey Brock II (the
"Brock Employment Agreement") to be amended to delete the proviso to the second
sentence thereof.
SECTION 6.13.
ABRY INDEMNIFICATION LETTER.
Prior to the Closing, Sellers shall obtain the agreement of ABRY Partners, LLC
or an affiliate thereof reasonably acceptable to Purchaser ("ABRY") to execute
and deliver at Closing an indemnification letter for the benefit of Purchaser
substantially in the form of Exhibit D attached hereto (the "ABRY
Indemnification Letter").
ARTICLE VII
CLOSING CONDITIONS
SECTION 7.1.
CONDITIONS TO OBLIGATIONS
OF PURCHASER AND SELLERS.
The respective obligations of Purchaser and Sellers to effect the Transactions
at