RATE CARD RATES AND SUBJECT TO AVAILABILITY, ONLY WITH PRIOR
WRITTEN CONSENT OF LLC, ACTING IN ITS SOLE DISCRETION.
STRATEGIC LEN PROMOTIONS
MAY NOT BE DISPLAYED ON ANY LOBBY SCREENS THAT, PURSUANT TO SECTION 4.01(C), ARE
DISPLAYING INTERNAL PROGRAMMING OF REGAL AND MAY NOT BE MADE TO PROMOTE ANY
FILM, FILM STUDIO(S), DISTRIBUTOR(S) OR PRODUCTION COMPANY(IES).
(III)
WITH RESPECT TO STRATEGIC PROGRAMS THROUGH LOBBY PROMOTIONS
("STRATEGIC LOBBY PROMOTIONS"), REGAL MAY UTILIZE ONLY SUCH TYPE AND NUMBER OF
INVENTORY THAT IS AVAILABLE TO LLC IN THE APPLICABLE THEATRE(S) ON A
PRE-APPROVED BASIS; PROVIDED, HOWEVER, VEHICLE/MOTORCYCLE DISPLAYS AND FLOOR
MATS WILL NOT BE AVAILABLE FOR USE IN STRATEGIC LOBBY PROMOTIONS.
REGAL MAY
PURCHASE AN ADDITIONAL AMOUNT OF INVENTORY IN EXCESS OF THE STRATEGIC LOBBY
PROMOTIONS DESCRIBED ABOVE OR IN EXCESS OF THE CLIENT LIMITATION AT RATE CARD
RATES AND SUBJECT TO AVAILABILITY, ONLY WITH PRIOR WRITTEN CONSENT OF LLC,
ACTING IN ITS SOLE DISCRETION.
SECTION 4.08
REGAL RUN-OUT OBLIGATIONS.
(A)
ENCUMBERED THEATRES.
REGAL AGREES TO PROVIDE LLC WRITTEN NOTICE
AS MUCH IN ADVANCE AS IS REASONABLY PRACTICABLE UNDER THE CIRCUMSTANCES OF, AND
TO FURNISH LLC TRUE AND CORRECT COPIES (REASONABLY REDACTED BY REGAL AND SUBJECT
TO CONFIDENTIALITY) OF ALL DOCUMENTATION EVIDENCING, ALL VALID, PRE-EXISTING
CONTRACTUAL OBLIGATIONS (THE "RUN-OUT OBLIGATIONS") RELATING TO ANY OF THE
ADVERTISING, PROMOTIONAL AND EVENT ACTIVITIES AND SERVICES IN ANY ACQUISITION
THEATRES (COLLECTIVELY, THE "ENCUMBERED THEATRES"); PROVIDED SUCH DISCLOSURE
DOES NOT VIOLATE THE TERMS OF ANY SUCH AGREEMENTS.
(I)
AGREEMENTS WITH ADVERTISERS THAT PURCHASE ADVERTISING ARE LEGACY
AGREEMENTS AND DO NOT CREATE RUN-OUT OBLIGATIONS.
REGAL SHALL, EFFECTIVE UPON
ACQUISITION OF THE ACQUISITION THEATRE, TERMINATE ANY AGREEMENTS BETWEEN REGAL
AND AN AFFILIATE RELATING TO ADVERTISING, PROMOTIONAL AND EVENT ACTIVITIES AND
SERVICES IN ANY ACQUISITION THEATRE, SO THAT ANY SUCH AGREEMENTS DO NOT CREATE
RUN-OUT OBLIGATIONS.
(II)
REGAL AND/OR ITS AFFILIATES (AS APPLICABLE) SHALL BE PERMITTED TO
ABIDE BY THE TERMS OF THE RUN-OUT OBLIGATIONS; HOWEVER, REGAL AGREES, SUBJECT TO
LEGAL CONSTRAINTS (IF ANY), TO USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE
TERMINATION OF SUCH RUN-OUT OBLIGATIONS, INCLUDING WITHOUT LIMITATION NEITHER
EXTENDING NOR RENEWING SUCH RUN-OUT OBLIGATIONS (PROVIDED THAT REGAL SHALL HAVE
NO OBLIGATION TO MAKE ANY PAYMENT IN CONNECTION WITH OBTAINING THE TERMINATION
OF SUCH RUN-OUT OBLIGATIONS).
REGAL FURTHER AGREES NOT TO ENTER INTO ANY NEW
AGREEMENT WITH ANY THIRD PARTY WITH RESPECT TO ANY ENCUMBERED THEATRE, OR AMEND
OR MODIFY ANY RUN-OUT OBLIGATION, TO THE EXTENT SUCH AGREEMENT, AMENDMENT OR
MODIFICATION WOULD BE INCONSISTENT WITH THE RIGHTS OF LLC UNDER SECTION 2.04 OR
HAVE THE EFFECT OF ANY EXTENSION.
PRIOR TO THE EXPIRATION OF THE RUN-OUT
OBLIGATIONS, EACH ENCUMBERED THEATRE MAY, UPON THE MUTUAL AGREEMENT OF LLC AND
REGAL, BECOME A THEATRE WITH RESPECT TO SOME OR ALL SERVICES, PROVIDED SUCH
ELECTION DOES NOT CREATE A DEFAULT UNDER ANY RUN-OUT OBLIGATION.
IN ANY EVENT,
EXCEPT IN ACCORDANCE WITH SECTION 4.13 (EXCLUDED THEATRES; IMAX SCREENS) OR AS
MAY BE
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MUTUALLY AGREED BY THE PARTIES IN WRITING, EACH ENCUMBERED THEATRE SHALL
AUTOMATICALLY BECOME A THEATRE, FOR ALL PURPOSES HEREOF,