AND REGAL ARE NOT ABLE TO COME TO
AGREEMENT ABOUT AN UPGRADE REQUEST, LLC MAY ELECT TO PAY FOR THE REPLACEMENTS,
UPGRADES OR MODIFICATIONS CONTAINED IN THE UPGRADE REQUEST INCLUDING ALL
REASONABLE INCIDENTAL AND INCREMENTAL COSTS TO REGAL, AND REGAL SHALL BE
OBLIGATED TO PERMIT LLC TO PERFORM ALL NECESSARY WORK TO FULFILL THE UPGRADE
REQUEST, PROVIDED (I) THERE IS NO ADDITIONAL UNREIMBURSED COST TO IT TO ACCEPT
SUCH REPLACEMENT, UPGRADE OR MODIFICATION AND (II) THAT SUCH REPLACEMENT,
UPGRADE OR MODIFICATION DOES NOT UNREASONABLY INTERFERE WITH REGAL'S THEATRE
OPERATIONS AND DOES NOT INCLUDE ANY REPLACEMENT, UPGRADE OR MODIFICATION OF
REGAL SOFTWARE WITHOUT REGAL'S EXPRESS PRIOR WRITTEN CONSENT.
LLC AGREES THAT,
TO THE EXTENT PRACTICABLE, IT WILL DEVELOP A SYSTEM THAT SEEKS TO MINIMIZE THE
NEED TO ENTER THE THEATRES IN ORDER TO UPDATE THE SOFTWARE.
SECTION 3.06
NETWORK INTEGRATION.
THE PARTIES SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO ENSURE THAT THE DIGITAL CONTENT NETWORK WILL BE INTEGRATED
WITH ANY NETWORK FOR DELIVERY OF DIGITAL CINEMA SERVICES SUCH THAT THE SERVICES
CAN BE DELIVERED OVER SUCH NETWORK.
SECTION 3.07
TRAINING.
TO THE EXTENT NECESSARY, LLC AND REGAL,
RESPECTIVELY, WILL PROVIDE TRAINING SERVICES TO REGAL'S SUPPORT STAFF AND
CUSTOMER SERVICE AND OTHER EMPLOYEES AND AGENTS ON TERMS AS MUTUALLY AGREED BY
THE PARTIES IN THEIR REASONABLE DISCRETION.
LLC AGREES THAT IT WILL PAY FOR
THESE TRAINING SERVICES AND THEY WILL BE ADEQUATE TO PERMIT REGAL TO TRAIN ITS
OWN EMPLOYEES AND AGENTS AS REQUIRED TO PERFORM UNDER THIS AGREEMENT.
REGAL
AGREES TO PROVIDE TRAINING SERVICES ACCORDING TO ANY REASONABLE STANDARDS AS MAY
BE PROMULGATED BY LLC IN CONSULTATION WITH REGAL.
LLC AGREES TO PROVIDE
TRAINING SERVICES, AT ITS COST, TO REGAL'S SUPPORT STAFF AND OTHER EMPLOYEES
WITH RESPECT TO ANY EQUIPMENT OR SOFTWARE UPGRADES OR MODIFICATIONS PRIOR TO
IMPLEMENTATION.
SECTION 3.08
EQUIPMENT MAINTENANCE STANDARD.
(A)
STANDARD; REPLACEMENT.
DURING THE TERM, THE PARTIES SHALL EACH
USE THEIR COMMERCIALLY REASONABLE EFFORTS (I) TO ENSURE THERE IS NO UNAUTHORIZED
ACCESS, LOSS OR DAMAGE TO OR THEFT OF EQUIPMENT HEREUNDER, AND (II) TO PREVENT
PIRACY OR OTHER THEFT OF INVENTORY EXHIBITED THROUGH THE USE OF SUCH EQUIPMENT
OR OTHERWISE IN ITS POSSESSION OR CONTROL.
REGAL FURTHER AGREES TO KEEP ALL
REGAL EQUIPMENT, INCLUDING WITHOUT LIMITATION LOBBY SCREENS, CLEAN, AND TO
PROMPTLY NOTIFY LLC IF ANY REGAL EQUIPMENT IS NOT FUNCTIONING PROPERLY.
REGAL
SHALL PROMPTLY ARRANGE TO REPAIR OR REPLACE ANY EQUIPMENT IN ITS POSSESSION
(PROVIDED THE DAMAGE INTERFERES WITH THE DELIVERY OF THE SERVICE) THAT IS LOST,
STOLEN, DAMAGED OR OTHERWISE FAILS TO FUNCTION OR BECOMES INOPERABLE, OTHER THAN
BECAUSE OF LLC'S FAILURE TO PROPERLY MAINTAIN THE EQUIPMENT AS SET FORTH IN
SECTION 3.08(B).
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(B)
PERFORMANCE OF REPAIR AND REPLACEMENT.
SUBJECT TO THE TERMS OF
THIS SECTION 3.08(B) AND OF SECTION 3.08(C) BELOW REGARDING COST, THE REPAIR AND
REPLACEMENT OF EQUIPMENT SHALL BE PERFORMED BY LLC UNTIL SUCH TIME AS REGAL
ELECTS TO ASSUME THIS RESPONSIBILITY BY GIVING WRITTEN NOTICE TO LLC.
IF REGAL
ASSUMES THIS RESPONSIBILITY TO PERFORM REPLACEMENT OR REPAIR BUT FAILS TO