AGREEMENT IN
EFFECT ON THE DATE HEREOF EXPIRES OR OTHERWISE TERMINATES THROUGH THE END OF THE
TERM, REGAL SHALL HAVE THE RIGHT TO HAVE INCLUDED IN THE ADVERTISING SERVICES
ADVERTISING INVENTORY FOR ITS BEVERAGE CONCESSIONAIRES AT THE THEN CURRENT
BEVERAGE AGREEMENT ADVERTISING RATE; PROVIDED THAT REGAL (I) KEEPS LLC APPRISED
OF THE STATUS OF NEGOTIATIONS WITH THE BEVERAGE VENDOR (INCLUDING LIKELIHOOD OF
REACHING AGREEMENT, ADVERTISING LENGTH AND PLACEMENT REQUIRED), FROM THE TIME
SUCH NEGOTIATIONS BEGIN UNTIL AN AGREEMENT IS SIGNED, AND (II) PROVIDES LLC
NOTICE (INCLUDING ADVERTISING LENGTH AND PLACEMENT REQUIRED) WITHIN TWO (2)
BUSINESS DAYS AFTER THE DATE THAT REGAL AND ITS BEVERAGE CONCESSIONAIRE AGREE ON
TERMS FOR A NEW BEVERAGE AGREEMENT.
REGAL SHALL BE PERMITTED TO PRESCRIBE THE
LENGTH AND PLACEMENT WITHIN THE PLAY LIST OF ON-SCREEN INVENTORY BASED ON THE
REQUIREMENTS OF THE BEVERAGE AGREEMENTS WHICH MAY THEN BE IN EFFECT BETWEEN
REGAL AND SUCH THEN-APPLICABLE BEVERAGE CONCESSIONAIRES; PROVIDED THAT SUCH
INVENTORY SHALL NOT EXCEED NINETY (90) SECONDS IN LENGTH FOR ALL SUCH BEVERAGE
AGREEMENTS.
REGAL-REDACTED AND/OR REGAL-SELECTED (BY DISCLOSURE OR SUMMARY)
CONTENTS OF THE BEVERAGE AGREEMENT SHALL ONLY BE DISCLOSED AS, AND TO THE
EXTENT, REQUIRED PURSUANT TO THIS AGREEMENT, PROVIDED SUCH DISCLOSURE WOULD NOT
VIOLATE THE TERMS OF SUCH BEVERAGE AGREEMENT.
(B)
REGAL LEGACY AGREEMENTS.
(I)
THE SPECIFICATION DOCUMENTATION SETS FORTH A LIST OF THE REGAL
LEGACY AGREEMENTS, INCLUDING THE IDENTITY OF EACH ADVERTISER.
ON THE EFFECTIVE
DATE, REGAL SHALL ASSIGN ALL RIGHTS AND OBLIGATIONS ARISING FROM OR OUT OF EACH
REGAL LEGACY AGREEMENT TO LLC.
(II)
THIS AGREEMENT SHALL NOT CONSTITUTE AN ASSIGNMENT OR TRANSFER, OR
AN ATTEMPTED ASSIGNMENT OR TRANSFER, OF ANY REGAL LEGACY AGREEMENT, IF AND TO
THE EXTENT SUCH AGREEMENT IS A "NON-ASSIGNABLE LEGACY AGREEMENT," MEANING THAT
THE ASSIGNMENT OR TRANSFER OF SUCH REGAL LEGACY AGREEMENT WOULD CONSTITUTE A
BREACH OF THE TERMS OF SUCH REGAL LEGACY AGREEMENT.
REGAL AND LLC SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN A WAIVER TO ASSIGNMENT OF ANY
NON-ASSIGNABLE LEGACY AGREEMENT AND IN THE MEANTIME REGAL SHALL PAY TO LLC ALL
PROCEEDS FROM ANY LEGACY AGREEMENT.
TO THE EXTENT THAT ANY WAIVER REFERRED TO
IN THIS
25
SECTION 4.06(B) IS NOT OBTAINED BY REGAL, REGAL SHALL ALSO USE COMMERCIALLY
REASONABLE EFFORTS TO, AT THE REQUEST OF LLC, ENFORCE FOR THE ACCOUNT OF LLC ANY
RIGHT OF REGAL ARISING FROM ANY NON-ASSIGNABLE LEGACY AGREEMENT.
LLC SHALL
PERFORM THE OBLIGATIONS OF REGAL UNDER OR IN CONNECTION WITH ANY NON-ASSIGNABLE
LEGACY AGREEMENT, EXCEPT TO THE EXTENT THAT LLC IS NOT PROVIDED THE BENEFITS
THEREOF IN ANY MATERIAL RESPECT PURSUANT TO THIS SECTION 4.06(B).
SECTION 4.07
OTHER REGAL ADVERTISING AGREEMENTS.
(A)
THEATRE ADVERTISING.
IN ADDITION TO ADVERTISING INVENTORY
REFERENCED ABOVE IN SECTIONS 4.05 AND 4.06, REGAL MAY PURCHASE, ON AN ARM'S
LENGTH BASIS AND SUBJECT TO AVAILABILITY, AS PART OF THE ADVERTISING SERVICES,
ADVERTISING INVENTORY FOR THEATRE ADVERTISING. REGAL SHALL PAY FOR SERVICES
PURSUANT TO THIS SECTION 4.07(A) ON OR BEFORE THE LAST DAY OF LLC'S FISCAL MONTH
FOLLOWING LLC'S FISCAL MONTH IN WHICH THE SERVICES WERE PROVIDED.