CONTENT
SERVICE AND THE DIGITAL PROGRAMMING SERVICES AND MEETING SERVICES VIA THE
DIGITAL CONTENT NETWORK.
THEREFORE, THE PARTIES AGREE, SUBJECT TO SECTIONS 4.08
AND 4.13, THAT EVERY ACQUISITION THEATRE THAT IS A DIGITIZED THEATRE SHALL
PARTICIPATE IN THE DIGITAL CONTENT SERVICE VIA THE DIGITAL CONTENT NETWORK ON
THE TERMS SET FORTH IN SECTION 2.01, BUT THAT REGAL RETAINS SOLE DISCRETION AS
TO IF, WHEN AND WHICH ACQUISITION THEATRES REGAL CONVERTS TO DIGITIZED
THEATRES.
UPON REGAL'S DECISION TO CONVERT AN ACQUISITION THEATRE TO A
DIGITIZED THEATRE, THE PARTIES AGREE TO DISCUSS IN GOOD FAITH THE APPROPRIATE
SCHEDULE FOR EQUIPPING SUCH ACQUISITION THEATRE TO RECEIVE THE DIGITAL CONTENT
SERVICE, THE DIGITAL PROGRAMMING SERVICES AND MEETING SERVICES VIA THE DIGITAL
CONTENT NETWORK.
UPON AGREEING UPON THE SCHEDULE TO CONDUCT SUCH EQUIPPING, LLC
SHALL DILIGENTLY PROSECUTE SUCH WORK UNTIL COMPLETION.
(C)
COMMON UNIT ADJUSTMENT.
ANY ADJUSTMENT OF COMMON UNIT OWNERSHIP
BY THE MEMBERS RELATED TO NEWBUILD THEATRES AND ACQUISITION THEATRES SHALL BE
ADDRESSED IN THE UNIT ADJUSTMENT AGREEMENT.
14
SECTION 2.03
DISPOSITION OF THEATRES.
(A)
DISPOSITION.
REGAL SHALL PROVIDE LLC PROMPT WRITTEN NOTICE AFTER
THE SALE, TRANSFER, PERMANENT CLOSURE OR OTHER DISPOSITION OF A THEATRE (OTHER
THAN AS THE RESULT OF A PERMITTED TRANSFER) OR THE PERMANENT LOSS OF ANY THEATRE
LEASE (A "DISPOSITION").
THE DECISION TO SELL, CLOSE OR OTHERWISE DISPOSE OF
ANY THEATRE SHALL BE IN REGAL'S SOLE AND ABSOLUTE DISCRETION.
ANY SUCH THEATRE
SHALL CEASE TO BE A THEATRE FOR ALL PURPOSES UNDER THIS AGREEMENT; AND, IF SO
DETERMINED BY REGAL AND AGREED BY LLC (WHICH AGREEMENT SHALL NOT BE UNREASONABLY
OR UNTIMELY WITHHELD), THEN UNLESS LLC AND THE APPLICABLE THIRD PARTY(IES) ENTER
INTO A THIRD PARTY THEATRE AGREEMENT, THEN THE PARTIES WILL AGREE ON A DATE AND
TIME AT WHICH LLC SHALL BE PERMITTED TO ENTER THE AFFECTED THEATRE(S) AND REMOVE
ANY LLC PROPERTY (AS DEFINED IN SECTION 13.01).
IN THE EVENT LLC FAILS TO
REMOVE ANY LLC PROPERTY WITHIN THE TIMEFRAME THE PARTIES AGREE UPON FOR SUCH
REMOVAL, REGAL OR SUCH THIRD PARTY TRANSFEREE SHALL HAVE THE RIGHT TO REMOVE AND
DISPOSE OF SUCH LLC PROPERTY IN ITS SOLE DISCRETION; PROVIDED THAT ANY SOFTWARE
INCLUDED IN THE LLC PROPERTY SHALL BE REMOVED AND RETURNED TO LLC AT LLC'S
EXPENSE.
(B)
COMMON UNIT ADJUSTMENT.
ANY ADJUSTMENT OF COMMON UNIT OWNERSHIP
BY THE MEMBERS RELATED TO DISPOSITION OF THEATRES SHALL BE ADDRESSED IN THE UNIT
ADJUSTMENT AGREEMENT.
SECTION 2.04
MANDATORY PARTICIPATION.
DURING THE TERM, EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING SECTIONS 4.05 (BRAND; POLICY
TRAILER; BRANDED SLOTS), 4.06(A) (BEVERAGE AGREEMENTS), 4.07 (OTHER REGAL
ADVERTISING AGREEMENTS), 4.08 (REGAL RUN-OUT OBLIGATIONS), 4.13 (EXCLUDED
THEATRES; IMAX SCREENS), 4.14 (GRAND OPENINGS; POPCORN TUBS; EMPLOYEE UNIFORMS);
6.07 (USE OF DIGITAL CONTENT NETWORK) AND EXHIBIT A, REGAL SHALL SUBSCRIBE FOR
AND LLC SHALL BE THE EXCLUSIVE PROVIDER TO THE THEATRES OF THE SERVICES
SPECIFICALLY SET FORTH IN THE DEFINITION OF THE "SERVICE."
EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT, DURING THE TERM, REGAL SHALL NEITHER ENGAGE NOR
PERMIT A THIRD PARTY (EXCLUDING THIRD PARTY