ON A LOCAL BASIS,
EXHIBITING TIME AND LOCATION FOR LOCAL CHURCH SERVICES); (VI) CONSTITUTES
POLITICAL ADVERTISING OR PROMOTES GAMBLING; (VII) PROMOTES THEATRES, THEATRE
CIRCUITS OR OTHER ENTITIES THAT ARE COMPETITIVE WITH REGAL OR LLC; (VIII) WOULD
VIOLATE ANY OF REGAL'S BEVERAGE AGREEMENTS OR THE EXCLUSIVE CONTRACTUAL
RELATIONSHIPS IDENTIFIED IN THE SPECIFICATION DOCUMENTATION (INCLUDING RENEWALS
AND EXTENSIONS OF THE FOREGOING, BUT EXCLUDING ANY AMENDMENTS OR MODIFICATIONS
THERETO AS SUCH RELATE TO SUCH CONTENT STANDARDS) AND ANY SUBSEQUENT EXCLUSIVE
ARRANGEMENT ENTERED INTO BY LLC WITH RESPECT TO THE THEATRES; OR
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(IX) OTHERWISE REFLECTS NEGATIVELY ON REGAL OR ADVERSELY AFFECTS REGAL'S
ATTENDANCE AS DETERMINED IN REGAL'S REASONABLE DISCRETION.
REGAL MAY, WITHOUT
LIABILITY, BREACH OR OTHERWISE, PREVENT AND/OR TAKE ANY OTHER ACTIONS WITH
RESPECT TO THE USE OR DISTRIBUTION OF CONTENT THAT VIOLATES THE FOREGOING
STANDARDS; PROVIDED, THAT WITH RESPECT TO SECTION 4.03(IX), REGAL MAY OPT OUT OF
SUCH CONTENT IN THE SERVICES ONLY WITH RESPECT TO THEATRES IN THE GEOGRAPHIC
LOCATIONS IDENTIFIED, WHICH MAY INCLUDE ALL OF REGAL'S THEATRES.
IF THE DIGITAL
CONTENT SERVICE CONTAINS ANY CONTENT THAT VIOLATES THE FOREGOING STANDARDS, LLC
MUST REMOVE SUCH CONTENT AS SOON AS REASONABLY PRACTICAL, BUT NO LATER THAN
WITHIN 24 HOURS OF REGAL NOTIFYING LLC OF SUCH VIOLATION.
IF LLC FAILS TO
REMOVE SUCH CONTENT WITHIN SUCH 24-HOUR PERIOD, REGAL MAY DISCONTINUE THE
DIGITAL CONTENT SERVICE IN SUCH AUDITORIUMS WHERE SUCH CONTENT IS SHOWN UNTIL
THE VIOLATING CONTENT IS REMOVED AND SHALL HAVE NO LIABILITY FOR SUCH
DISCONTINUATION.
IF ANY OTHER ELEMENTS OF THE SERVICE CONTAIN ANY CONTENT THAT
VIOLATES THE FOREGOING STANDARDS, LLC SHALL AT REGAL'S REQUEST, OR REGAL ACTING
ON ITS OWN BEHALF MAY, UPON GIVING WRITTEN NOTICE TO LLC, REMOVE SUCH CONTENT
IMMEDIATELY.
IF ANY FOUNDING MEMBER OPTS OUT OF ANY LOBBY PROMOTION OR OTHER
ADVERTISING PURSUANT TO SECTION 4.03(VIII) OR (IX) OF THIS AGREEMENT, THE AMC
EXHIBITOR AGREEMENT OR THE CINEMARK EXHIBITOR AGREEMENT (AS APPLICABLE) OR OUT
OF ANY VIDEO DISPLAY PROGRAM BECAUSE OF LACK OF EQUIPMENT TO DISPLAY SUCH
CONTENT, OR IF ANY FOUNDING MEMBER DOES NOT AGREE TO EXHIBIT ANY CONTENT OF THE
ADVERTISING SERVICES SUBJECT TO SECTION 4.03(I), (III), (IV), (V) OR (VI), THEN
LLC SHALL APPLY ANY REVENUE IT IS ENTITLED TO RECEIVE FROM SUCH ADVERTISING
SERVICES ("4.03 REVENUE") TO ADJUST PAYMENTS OF THE THEATRE ACCESS FEE AS SET
FORTH IN SCHEDULE 1.
SECTION 4.04
DEVELOPMENT OF THE SERVICE.
ALL OPERATIONAL COSTS
ASSOCIATED WITH LLC'S PROCUREMENT, PREPARATION AND DELIVERY OF THE SERVICE
(INCLUDING INVENTORY AND OTHER PROMOTIONAL MATERIALS AS PROVIDED HEREIN) TO THE
THEATRES SHALL BE BORNE EXCLUSIVELY BY LLC.
EXCEPT AS PROVIDED HEREIN, ALL
IN-THEATRE OPERATIONAL COSTS ASSOCIATED WITH REGAL'S RECEIPT AND EXHIBITION OF
THE SERVICE WITHIN THE THEATRES SHALL BE BORNE EXCLUSIVELY BY REGAL; PROVIDED
THAT, UPON PRIOR WRITTEN NOTICE TO AND CONSULTATION WITH LLC, LLC SHALL
REIMBURSE REGAL FOR ITS REASONABLE INCREMENTAL OUT-OF-POCKET THIRD PARTY COSTS
INCURRED IN CONNECTION WITH RECEIPT AND EXHIBITION OF THE SERVICE WITHIN THE
THEATRES.
ANY EXCESS ON-SCREEN INVENTORY WHICH MAY BE MADE AVAILABLE TO REGAL
IN LLC'S