Common use of Access to Projection Systems for 3D Digital Programming Services and 3D Meeting Services Clause in Contracts

Access to Projection Systems for 3D Digital Programming Services and 3D Meeting Services. Subject to the terms and conditions of this Agreement, including, without limitation Exhibit B hereof and this Section 4.16, if and to the extent that FM has the capability to exhibit full-length motion pictures using a Projection System in 3D in one or more auditoriums in any Theatre, LLC shall have the right to exhibit 3D Digital Programming Services or 3D Meeting Services using such Projection System in the minimum number of auditorium(s) specified in Exhibit B provided such auditoriums have the equipment necessary to exhibit Digital Programming Services; provided that prior to any such exhibition, (i) LLC shall have entered into a PDA with DCIP, or under certain circumstances (including without limitation, upon the expiration or termination of the PDA with DCIP), with FM, (ii) such PDA shall not have been terminated and is not in default, (iii) all 3D content has been properly conditioned to meet the specifications of FM D equipment provider and (iv) in addition to the amounts payable to FM pursuant to the terms of this Agreement, LLC shall have agreed to reimburse FM for a percentage of any third party licensing fees (the “3D Licensing Fees,” which are currently deemed to be $[***] per each patron who attends the relevant exhibition) incurred by FM related to use of the 3D equipment for the exhibition of such 3D Digital Programming Services or 3D Meeting Services equal to the percentage of revenue LLC retains for each ticket sale for such exhibition. For example, in the case of Digital Programming Services for which FM retains [***]% of Net Ticket Revenue for tickets sold pursuant to Exhibit B, LLC will reimburse FM for [***]% of the third party licensing fees and FM shall pay the remaining [***]%. Thus, based on the current 3D Licensing Fee of $[***] per patron the amount reimbursed by LLC would be $[***] per patron, based on the just preceding example. The parties acknowledge, however, that FM may, from time to time and in its discretion, renegotiate the amount of the 3D Licensing Fee with respect to alternative content in the United States with the relevant 3D equipment provider. If so, then the renegotiated 3D Licensing Fee shall be used to calculate the amounts reimbursable by LLC pursuant to the preceding clause (iv). LLC (i) acknowledges that FM is currently negotiating certain licensing fees with its 3D equipment provider for use of certain technology and hardware necessary to stream live 3D content and (ii) agrees that such negotiations, or resulting amendment, shall not cause the preceding sentence to become operative. To the extent such Projection System has not become Digital Cinema Equipment in accordance with Section 3.06, LLC shall be responsible for providing such 3D Digital Programming Services and 3D Meeting Services in a form and format to be reasonably requested by FM. In the event that LLC requests FM to ingest and play 3D Digital Programming Services or 3D Meeting Services on FM’s Player, if there are incremented costs that are going to be received beyond FM’s normal operating procedures then FM and LLC must meet and agree on the appropriate reimbursement to be paid by LLC to FM to offset such FM incremental costs necessary to accommodate LLC’s request.