WITH EACH
OTHER WITH RESPECT TO ANY MODIFICATIONS TO THEATRE PREMISES NECESSARY FOR
RECEIPT OF THE SERVICE.
LLC SHALL USE COMMERCIALLY REASONABLE EFFORTS TO LIMIT
THE SIZE AND NUMBER OF SATELLITE DISHES THAT ARE REQUIRED AS PART OF THE
EQUIPMENT.
REGAL SHALL BE SOLELY RESPONSIBLE FOR OBTAINING ANY CONSENTS
REQUIRED FOR THE INSTALLATION OR USE OF ANY EQUIPMENT AT ANY THEATRE, INCLUDING
WITHOUT LIMITATION GOVERNMENTAL AND LANDLORD CONSENTS, PROVIDED LLC REASONABLY
COOPERATES WITH REGAL AT REGAL'S REQUEST IN OBTAINING SUCH CONSENTS.
IF REGAL
CANNOT OBTAIN CONSENT TO INSTALLATION OF A SATELLITE DISH AT A THEATRE BECAUSE
OF TECHNICAL, LANDLORD OR LEGAL RESTRICTIONS, REGAL AND LLC SHALL WORK TOGETHER
IN GOOD FAITH TO ESTABLISH A LANDLINE CONNECTION TO SUCH LOCATION FOR THE
DIGITAL CONTENT NETWORK.
ALL COSTS OF THE LANDLINE CONNECTION, WHICH SHALL BE
MAINTAINED WITH SUFFICIENT BANDWIDTH FOR DELIVERY OF THE DIGITAL CONTENT
SERVICE, SHALL BE BORNE BY LLC WITH RESPECT TO DELIVERY OF CONTENT FROM LLC TO
REGAL'S WIDE AREA NETWORK AND BY REGAL WITH RESPECT TO DELIVERY OF CONTENT FROM
REGAL'S WIDE AREA NETWORK TO THE APPLICABLE THEATRES.
(C)
COORDINATION.
ALL INSTALLATION, MAINTENANCE AND OTHER SERVICES
PROVIDED BY LLC TO THE THEATRES HEREUNDER SHALL BE PERFORMED IN A MANNER
REASONABLY EXPECTED NOT TO DISRUPT REGAL'S OPERATIONS AND, EXCEPT WHERE NO
PRACTICAL ALTERNATIVE EXISTS, SHALL BE PROVIDED OUTSIDE OF THEATRE BUSINESS
HOURS, AS MUTUALLY DETERMINED BY THE PARTIES IN THEIR REASONABLE DISCRETION.
SUBJECT TO THE PRECEDING SENTENCE AND UPON ADVANCE WRITTEN NOTICE, LLC AND ITS
VENDORS OR SUBCONTRACTORS SHALL BE PROVIDED REASONABLE ACCESS TO THE THEATRES
AND SUCH OTHER SUPPORT SERVICES AS REASONABLY REQUIRED TO INSTALL AND INSPECT
THE EQUIPMENT, FOR SUCH FEES AS PROVIDED IN THE SPECIFICATION DOCUMENTATION, AND
OTHERWISE AS REQUIRED TO PERFORM LLC'S OBLIGATIONS UNDER THIS AGREEMENT.
IN
ADDITION TO THE FOREGOING, AND WITH RESPECT TO THE INSTALLATION OF EQUIPMENT IN
NEWBUILD THEATRES ONLY, LLC AGREES (I) TO COOPERATE WITH REGAL IN COORDINATING
THE INSTALLATION OF EQUIPMENT WITH THE CONSTRUCTION SCHEDULE FOR SUCH NEWBUILD
THEATRES, AND (II) TO CONSULT WITH REGAL PRIOR TO SUBCONTRACTING THE PERFORMANCE
OF EQUIPMENT INSTALLATION SO AS TO PERMIT A DETERMINATION OF WHETHER REGAL MIGHT
ITSELF PERFORM SUCH EQUIPMENT INSTALLATION.
18
SECTION 3.05
UPGRADES AND MODIFICATIONS.
IN ORDER TO ENSURE
COMPATIBILITY WITH, AND OPTIMUM PERFORMANCE AND ROBUSTNESS OF, THE DIGITAL
CONTENT NETWORK AND THE LLC EQUIPMENT (INCLUDING HARDWARE AND SOFTWARE), LLC
RESERVES THE RIGHT TO REQUEST OF REGAL THE REPLACEMENT, UPGRADE OR MODIFICATION
OF ANY REGAL EQUIPMENT INSTALLED AT ANY THEATRE OR THE ASSISTANCE WITH AN
UPGRADE TO SOFTWARE ON REGAL EQUIPMENT; PROVIDED THAT SUCH REQUESTS ARE EQUALLY
AND TIMELY COMMUNICATED TO EACH OF REGAL, AMC AND CINEMARK (THE "UPGRADE
REQUEST").
IN THE EVENT OF AN UPGRADE REQUEST, LLC SHALL PROVIDE REGAL AS MUCH
WRITTEN NOTICE AS IS REASONABLY PRACTICABLE UNDER THE CIRCUMSTANCES, BUT IN NO
EVENT LESS THAN TEN (10) BUSINESS DAYS WRITTEN NOTICE.
LLC AND REGAL WILL
NEGOTIATE WITH EACH OTHER IN GOOD FAITH ON THE TERMS OF ANY UPGRADE REQUESTS,
INCLUDING COST SHARING TERMS, IF ANY.
IF LLC