MAINTAIN THE REGAL EQUIPMENT AT A PERFORMANCE LEVEL SUBSTANTIALLY SIMILAR TO THE
LLC EQUIPMENT, THEN LLC SHALL PROMPTLY PROVIDE REGAL WRITTEN NOTICE OF SUCH
FAILURE AND IF SUCH FAILURE IS NOT CURED WITHIN 30 DAYS, LLC SHALL BE ENTITLED
TO REPAIR, OR IF REPAIR IS NOT REASONABLY POSSIBLE, REPLACE SUCH LLC EQUIPMENT
NOT SO MAINTAINED AND DEDUCT THE COST OF SUCH REPLACEMENT FROM REGAL'S THEATRE
ACCESS FEES.
(C)
REPAIR COSTS.
SO LONG AS LLC IS PERFORMING REPAIR AND REPLACEMENT
OF EQUIPMENT, LLC SHALL PAY THE COSTS OF REPAIR (BUT NOT REPLACEMENT, WHICH IS
THE RESPONSIBILITY OF REGAL).
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
SECTION 3.08, LLC SHALL NOT BE REQUIRED OR REQUESTED TO MAKE ANY EXPENDITURES
THAT (I) WOULD CONSTITUTE A CAPITAL EXPENDITURE FOR LLC UNDER GAAP OR (II) WOULD
HAVE OTHERWISE BEEN PAYABLE BY REGAL'S INSURANCE PROVIDER; PROVIDED, HOWEVER,
LLC SHALL BE RESPONSIBLE FOR ALL COSTS TO REPAIR OR REPLACE EQUIPMENT TO THE
EXTENT DAMAGED AS A RESULT OF THE NEGLIGENCE OR MISCONDUCT OF LLC AND/OR ITS
SUBCONTRACTORS.
(D)
CONDITION.
SUBJECT TO THE FOREGOING, FOR PURPOSES OF ONGOING
MAINTENANCE, LLC SHALL KEEP AND MAINTAIN EQUIPMENT INSTALLED IN THE THEATRES IN
GOOD CONDITION AND REPAIR AT ITS SOLE EXPENSE (WITH THE EXCEPTION OF PROJECTOR
BULB REPLACEMENT AND EQUIPMENT REPLACEMENT, THE COST OF WHICH SHALL BE BORNE BY
REGAL), AND IN A MANNER CONSISTENT WITH THE SERVICE LEVEL AGREEMENT SET FORTH IN
THE SPECIFICATION DOCUMENTATION AND AS MAY BE REASONABLY AMENDED BY MUTUAL
AGREEMENT OF LLC AND REGAL FROM TIME TO TIME.
THE PARTIES AGREE TO CONSULT WITH
EACH OTHER ON A REGULAR BASIS DURING THE TERM IN AN ATTEMPT TO REDUCE
MAINTENANCE COSTS ARISING FROM REDUNDANCIES IN THE PARTIES' RESPECTIVE SERVICE
FLEETS.
UPON ADVANCE NOTICE TO REGAL, REGAL SHALL PROVIDE LLC AND/OR ITS
SUBCONTRACTORS REASONABLE ACCESS TO THE EQUIPMENT AND SUCH OTHER SUPPORT
SERVICES AS LLC AND/OR ITS SUBCONTRACTORS REASONABLY REQUIRE TO PROVIDE
MAINTENANCE AND REPAIR SERVICES AS REQUIRED HEREUNDER.
ARTICLE 4
DELIVERY OF THE SERVICE
SECTION 4.01
CONTENT AND DISTRIBUTION OF THE DIGITAL CONTENT SERVICE AND
TRADITIONAL CONTENT PROGRAM.
(A)
DISTRIBUTION; QUALITY.
ON THE EFFECTIVE DATE, LLC WILL COMMENCE
DISTRIBUTION OF THE DIGITAL CAROUSEL, THE DIGITAL CONTENT SERVICE AND THE
TRADITIONAL CONTENT PROGRAM TO THE DIGITIZED THEATRES AND NON-DIGITIZED
THEATRES, ALL AS SET FORTH ABOVE IN ARTICLE 2.
WITH RESPECT TO DIGITIZED
THEATRES, CONTENT SHALL BE DISTRIBUTED THROUGH THE DIGITAL CONTENT NETWORK, VIA
EITHER LLC'S SATELLITE NETWORK OR BY LLC'S OR EXHIBITOR'S LANDLINE NETWORK.
EACH OF THE PRE-FEATURE PROGRAM AND THE VIDEO DISPLAY PROGRAM SHALL CONSIST OF
INVENTORY COMPRISING A SINGLE PLAY LIST ("PLAY LIST").
THE PLAY LIST WILL BE
REFRESHED DURING THE TERM WHEN AND AS DETERMINED BY LLC BUT NOT LESS FREQUENTLY
THAN 12 TIMES PER YEAR (EACH A "FLIGHT").
THE DIGITAL CAROUSEL, THE DIGITAL
CONTENT SERVICE (INCLUDING THE PRE-FEATURE PROGRAMMING SCHEDULE) AND THE
TRADITIONAL CONTENT PROGRAM WILL BE SUBSTANTIALLY SIMILAR IN NATURE, QUALITY,
AND SCOPE TO THE
20
CORRESPONDING ADVERTISING, PROMOTIONAL AND OTHER CONTENT, AS RECEIVED BY THE
THEATRES IMMEDIATELY PRIOR TO THE EFFECTIVE