Common use of ADDITIONAL WAIVER Clause in Contracts

ADDITIONAL WAIVER. Each Guarantor waives all rights and defenses that such Guarantor may have because the Borrower’s debt is secured by real property. This means, among other things: (i) the Administrative Agent or the Lenders may collect from any Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower and (ii) if the Administrative Agent or the Lenders foreclose on any real property collateral pledged by the Borrower, (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) the Administrative Agent or the Lenders may collect from the Guarantors even if the Administrative Agent or the Lenders, by foreclosing on the real property collateral, has destroyed any right any Guarantor may have to collect from the Borrower. THIS IS AN UNCONDITIONAL AND IRREVOCABLE WAIVER OF ANY RIGHTS AND DEFENSES ANY GUARANTOR MAY HAVE BECAUSE THE BORROWER’S DEBT IS SECURED BY REAL PROPERTY. THESE RIGHTS AND DEFENSES INCLUDE, BUT ARE NOT LIMITED TO, ANY RIGHTS AND DEFENSES BASED UPON SECTIONS 580a, 580b, 580d, OR 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. Each Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or the Lenders, even though that election of remedies, such as a non-judicial foreclosure with respect to security for an Obligation guaranteed by any Guarantor, has destroyed any Guarantor’s rights of subrogation and reimbursement against the principal by operation of Section 580d of the California Code of Civil Procedure or otherwise. Schedule 1 DESCRIPTION OF PLEDGED SECURITIES Pledged Stock: Issuer Class of Stock Stock Certificate No. No. of Shares Pledged Notes: Issuer Payee Principal Amount Schedule 2 FILINGS AND OTHER ACTIONS REQUIRED TO PERFECT SECURITY INTERESTS Uniform Commercial Code Filings [List each office where a is financing statement to be filed] Patent and Trademark Filings [List all filings] Actions with respect to Pledged Stock Other Actions [Describe other actions to be taken] Schedule 3 JURISDICTION OF ORGANIZATION AND IDENTIFICATION NUMBER Grantor Jurisdiction of Organization Identification Number Schedule 4 LOCATIONS OF INVENTORY AND EQUIPMENT Grantor Locations Schedule 5 RECEIVABLES Schedule 6 INTELLECTUAL PROPERTY

ADDITIONAL WAIVER. Each Guarantor waives all rights and defenses that such Guarantor may have because the Borrower’s 's debt is secured by real property. This means, among other things: (i) the Administrative Agent or the Lenders may collect from any Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower and Borrower, (ii) if the Administrative Agent or the Lenders foreclose on any real property collateral pledged by the Borrower, (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) the Administrative Agent or the Lenders may collect from the Guarantors even if the Administrative Agent or the Lenders, by foreclosing on the real property collateral, has destroyed any right any Guarantor may have to collect from the Borrower. THIS IS AN UNCONDITIONAL AND IRREVOCABLE WAIVER OF ANY RIGHTS AND DEFENSES ANY GUARANTOR MAY HAVE BECAUSE THE BORROWER’S 'S DEBT IS SECURED BY REAL PROPERTY. THESE RIGHTS AND DEFENSES INCLUDE, BUT ARE NOT LIMITED TO, ANY RIGHTS AND DEFENSES BASED UPON SECTIONS 580a, 580b, 580d, OR 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. Each Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or the Lenders, even though that election of remedies, such as a non-judicial foreclosure with respect to security for an Obligation guaranteed by any Guarantor, has destroyed any Guarantor’s 's rights of subrogation and reimbursement against the principal by operation of Section 580d of the California Code of Civil Procedure or otherwise. Schedule 1 DESCRIPTION OF PLEDGED SECURITIES Pledged Stock: Issuer Class of Stock Stock Certificate No. No. of Shares Pledged Notes: Issuer Payee Principal Amount Schedule 2 FILINGS AND OTHER ACTIONS REQUIRED TO PERFECT SECURITY INTERESTS Uniform Commercial Code Filings [List each office where a is financing statement to be filed] Patent and Trademark Filings [List all filings] Actions with respect to Pledged Stock Other Actions [Describe other actions to be taken] Schedule 3 JURISDICTION OF ORGANIZATION AND IDENTIFICATION NUMBER Grantor Jurisdiction of Organization Identification Number Schedule 4 LOCATIONS OF INVENTORY AND EQUIPMENT Grantor Locations Schedule 5 RECEIVABLES Schedule 6 INTELLECTUAL PROPERTY.

ADDITIONAL WAIVER. Each Guarantor waives all rights and defenses that such Guarantor may have because the Borrower’s debt is secured by real property. This means, among other things: (i) the Administrative Agent or the Lenders may collect from any Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower and (ii) if the Administrative Agent or the Lenders foreclose on any real property collateral pledged by the Borrower, (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) the Administrative Agent or the Lenders may collect from the Guarantors even if the Administrative Agent or the Lenders, by foreclosing on the real property collateral, has destroyed any right any Guarantor may have to collect from the Borrower. THIS IS AN UNCONDITIONAL AND IRREVOCABLE WAIVER OF ANY RIGHTS AND DEFENSES ANY GUARANTOR MAY HAVE BECAUSE THE BORROWER’S DEBT IS SECURED BY REAL PROPERTY. THESE RIGHTS AND DEFENSES INCLUDE, BUT ARE NOT LIMITED TO, ANY RIGHTS AND DEFENSES BASED UPON SECTIONS 580a, 580b, 580d, OR 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. Each Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or the Lenders, even though that election of remedies, such as a non-judicial foreclosure with respect to security for an Obligation guaranteed by any Guarantor, has destroyed any Guarantor’s rights of subrogation and reimbursement against the principal by operation of Section 580d of the California Code of Civil Procedure or otherwise. Schedule 1 DESCRIPTION OF PLEDGED SECURITIES Pledged Stock: Issuer Class [Remainder of Stock Stock Certificate Nopage intentionally left blank.](a) 2 Section 8.15(b) was amended pursuant to Third Amendment to the Credit Agreement, dated March 2, 2010. NoExhibit C to Second Amendment to Credit Agreement Form of Acknowledgement ACKNOWLEDGMENT May 8, 2015 Reference is made to (i) that certain Amended and Restated Credit Agreement, dated as of December 18, 2012 (as amended by the First Amendment thereto dated as of December 18, 2012, the “Credit Agreement”), among CINEMARK HOLDINGS, INC. (the “Parent”), CINEMARK USA, INC. (the “Borrower”), the several banks and other financial institutions party thereto (the “Lenders”), BARCLAYS BANK PLC, as administrative agent for the Lenders (the “Administrative Agent”), and the other agents party thereto and (ii) the Second Amendment to the Credit Agreement, dated as of Shares Pledged Notes: Issuer Payee Principal Amount Schedule 2 FILINGS AND OTHER ACTIONS REQUIRED TO PERFECT SECURITY INTERESTS Uniform Commercial Code Filings [List May 8, 2015 (the “Second Amendment”), among the Parent, the Borrower, the Administrative Agent, and the Lenders party thereto. Unless otherwise specifically defined herein, each office where term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each Loan Party executing a copy of this Acknowledgment hereby (i) consents to the Second Amendment and the transactions contemplated thereby, (ii) confirms its respective guarantees, pledges, grants of security interests and liens, acknowledgments, obligations and consents under the Guarantee and Collateral Agreement and the other Loan Documents to which it is financing statement a party and agrees that notwithstanding the effectiveness of the Second Amendment and the consummation of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and liens, acknowledgments, obligations and consents shall continue to be filed] Patent in full force and Trademark Filings [List all filings] Actions with respect effect, in each case as modified by the Second Amendment, and (iii) ratifies the Guarantee and Collateral Agreement and the other Loan Documents to Pledged Stock Other Actions [Describe other actions to be taken] Schedule 3 JURISDICTION OF ORGANIZATION AND IDENTIFICATION NUMBER Grantor Jurisdiction of Organization Identification Number Schedule 4 LOCATIONS OF INVENTORY AND EQUIPMENT Grantor Locations Schedule 5 RECEIVABLES Schedule 6 INTELLECTUAL PROPERTYwhich it is a party, in each case as modified by the Second Amendment. [ ], as a Guarantor By: Name: