ENTER INTO A DEFINITIVE AGREEMENT
WITH RESPECT TO SUCH PROPOSED EXCLUSIVE ARRANGEMENT WITHIN SIXTY (60) DAYS AFTER
SUCH NOTICE BY LLC TO REGAL OF SUCH PROPOSED EXCLUSIVE ARRANGEMENT, WHICH NOTICE
MAY NOT BE PROVIDED MORE THAN ONCE IN ANY TWELVE MONTH PERIOD, THEN REGAL SHALL
HAVE THE RIGHT TO ENTER INTO ANY SUCH STRATEGIC RELATIONSHIP.
ARTICLE 5
SUPPORT; MAKE GOODS
SECTION 5.01
SOFTWARE SUPPORT.
LLC RESERVES THE RIGHT TO REQUEST OF
REGAL AND AGREES TO CONSULT WITH REGAL DURING THE TERM ON ANY PROPOSED MATERIAL
CHANGES OR UPDATES TO THE SOFTWARE.
LLC SHALL MAKE AVAILABLE TO REGAL PURSUANT
TO THE TERMS OF THE LICENSE IN SECTION 7.01 BELOW ALL SUCH UPDATES OR
MODIFICATIONS TO THE SOFTWARE.
UNLESS OTHERWISE AGREED TO IN WRITING BY LLC,
REGAL SHALL NOT PERMIT ANY THIRD PARTY TO PERFORM OR PROVIDE ANY MAINTENANCE OR
SUPPORT SERVICES WITH RESPECT TO THE LLC EQUIPMENT OR THE SOFTWARE.
32
SECTION 5.02
COOPERATION.
REGAL AGREES TO TAKE ALL ACTIONS DURING THE
TERM THAT ARE WITHIN ITS CONTROL AND REASONABLY NECESSARY TO PERMIT THE
DELIVERY, EXHIBITION AND VIEWING OF THE SERVICE IN THE THEATRES ON THE TERMS AND
CONDITIONS SET FORTH HEREIN.
SECTION 5.03
MAKE GOODS.
IN THE EVENT THAT ANY INVENTORY SCHEDULED FOR
EXHIBITION PURSUANT TO SECTIONS 4.06(A), 4.06(B) OR 4.07 IS NOT EXHIBITED AS
SCHEDULED, LLC SHALL TAKE SUCH ACTION OR PROVIDE SUCH REMEDY AS IS REQUIRED
PURSUANT TO THE APPLICABLE REGAL ADVERTISING AGREEMENT, INCLUDING THE EXHIBITION
OF "MAKE GOOD" INVENTORY SUFFICIENT TO ACHIEVE THE LEVEL OF INVENTORY CONTENT
IMPRESSIONS NECESSARY TO SATISFY ANY CONTRACTUAL OBLIGATIONS GOVERNING THE
EXHIBITION OF SUCH INVENTORY.
REGAL ACKNOWLEDGES AND AGREES THAT SUCH
CONTRACTUAL OBLIGATIONS MUST HAVE BEEN TIMELY DISCLOSED TO LLC IN WRITING AS A
CONDITION TO THE EXERCISE OF THE FOREGOING EXCLUSIVE RIGHT AND REMEDY; SUCH
OBLIGATIONS AS OF THE EFFECTIVE DATE HAVE BEEN PROVIDED BY REGAL TO LLC IN A
SEPARATE LETTER.
TO THE EXTENT SUCH THIRD-PARTY AGREEMENT PRESCRIBED A "MAKE
GOOD" REMEDY, REGAL AGREES TO MAKE ITS THEATRES (INCLUDING SCREENS AND LOBBY
SCREENS, AS APPLICABLE) AVAILABLE FOR THE EXHIBITION OF SUCH "MAKE GOODS," AND
LLC AGREES TO EXHIBIT SUCH "MAKE GOODS" CONSISTENT WITH ANY CONTRACTUAL
OBLIGATIONS OF REGAL CONCERNING THE EXHIBITION OF SUCH "MAKE GOODS." LLC
RESERVES THE RIGHT TO USE EXCESS OR UNSOLD INVENTORY AS "MAKE GOODS," REMNANT
ADVERTISING, OTHER REVENUE GENERATING ADVERTISING, PUBLIC SERVICE ANNOUNCEMENTS,
AND THE LIKE.
NOTWITHSTANDING THE FOREGOING, LLC SHALL ONLY BE REQUIRED TO MAKE
ANY PAYMENT OF MONEYS (INCLUDING A REFUND OF AMOUNTS PAID BY THE APPLICABLE
ADVERTISER) IN THE EVENT THAT THE REASON THAT THE APPLICABLE INVENTORY WAS NOT
EXHIBITED OR WAS EXHIBITED IN AN INCORRECT POSITION WAS PRIMARILY A RESULT OF
ACTIONS OR INACTIONS BY LLC (OR ITS DESIGNEES OR ASSIGNS) AND THE APPLICABLE
ADVERTISING AGREEMENT DOES NOT ALLOW, OR LLC OTHERWISE DOES NOT PROVIDE, A
REMEDY OF EXHIBITION OF "MAKE GOOD" INVENTORY.
ARTICLE 6
DIGITAL PROGRAMMING SERVICES AND MEETING SERVICES
SECTION 6.01
PARTICIPATION IN DIGITAL PROGRAMMING.
ALL DIGITIZED
THEATRES WITH THE NECESSARY EQUIPMENT TO EXHIBIT AN EVENT ARE AVAILABLE FOR