Common use of Development of the Service Clause in Contracts

Development of the Service. All operational costs associated with LLC’s procurement, preparation and delivery of the Service (including Inventory and other promotional materials as provided herein) to the Theatres shall be borne exclusively by LLC. Except as provided herein, all in-Theatre operational costs associated with Regal’s receipt and exhibition of the Service within the Theatres shall be borne exclusively by Regal; provided that, upon prior written notice to and consultation with LLC, LLC shall reimburse Regal for its reasonable incremental out-of-pocket third party costs incurred in connection with receipt and exhibition of the Service within the Theatres. Any excess on-screen Inventory which may be made available to Regal in LLC’s discretion pursuant to Section 5.04 or otherwise, and any other on-screen Inventory provided by Regal pursuant to Section 4.05, will be subject to both Parties’ review and approval, which will not be unreasonably withheld. LLC will provide at its own expense all creative and post-production services necessary to ingest, encode and otherwise prepare for distribution all other on-screen Inventory as part of the Digital Content Service. All on-screen Inventory provided by Regal for inclusion in the Digital Content Service must (i) be submitted to LLC for review for compliance with (ii) and (iii) below as LLC may reasonably request, but in any event at least twenty (20) business days before scheduled exhibition (unless otherwise previously approved by LLC), (ii) satisfy the content restrictions enumerated in Section 4.03(i) through (vii) hereof, and (iii) be fully produced in accordance with LLC’s technical specifications as promulgated by LLC from time to time (all as provided in written or electronic form to Regal in a reasonable time period prior to implementation, including any amendments thereto; and which are equally applied to all exhibitors), ready for exhibition, as well as in accordance with applicable LLC commercial standards and operating policies, and all applicable federal, state and local laws and regulations. LLC must reject or approve all Inventory provided by Regal within five (5) business days. Any such Inventory provided by Regal and not rejected within such time frame shall be deemed approved and incorporated into the Service. Any Inventory provided by Regal for review and approval by LLC need not, once approved by LLC, be resubmitted by Regal for approval in connection with any future use.

Development of the Service. All operational costs associated with LLC’s procurement, preparation and delivery of the Service (including Inventory and other promotional materials as provided herein) to the Theatres shall be borne exclusively by LLC. Except as provided herein, all in-Theatre operational costs associated with Regal[Circuit A]’s receipt and exhibition of the Service within the Theatres shall be borne exclusively by Regal[Circuit A]; provided that, upon prior written notice to and consultation with LLC, LLC shall reimburse Regal [Circuit A] for its reasonable incremental out-of-pocket third party costs incurred in connection with receipt and exhibition of the Service within the Theatres. Any excess on-screen Inventory which may be made available to Regal [Circuit A] in LLC’s discretion pursuant to Section 5.04 or otherwise, and any other on-screen Inventory provided by Regal [Circuit A] pursuant to Section 4.05, will be subject to both Parties’ review and approval, which will not be unreasonably withheld. LLC will provide at its own expense all creative and post-production services necessary to ingest, encode and otherwise prepare for distribution all other on-screen Inventory as part of the Digital Content Service. All on-screen Inventory provided by Regal [Circuit A] for inclusion in the Digital Content Service must (i) be submitted to LLC for review for compliance with (ii) and (iii) below as LLC may reasonably request, but in any event at least twenty (20) business days before scheduled exhibition (unless otherwise previously approved by LLC), (ii) satisfy the content restrictions enumerated in Section 4.03(i) through (vii) hereof, and (iii) be fully produced in accordance with LLC’s technical specifications as promulgated by LLC from time to time (all as provided in written or electronic form to Regal [Circuit A] in a reasonable time period prior to implementation, including any amendments thereto; and which are equally applied to all exhibitors), ready for exhibition, as well as in accordance with applicable LLC commercial standards and operating policies, and all applicable federal, state and local laws and regulations. LLC must reject or approve all Inventory provided by Regal [Circuit A] within five (5) business days. Any such Inventory provided by Regal [Circuit A] and not rejected within such time frame shall be deemed approved and incorporated into the Service. Any Inventory provided by Regal [Circuit A] for review and approval by LLC need not, once approved by LLC, be resubmitted by Regal [Circuit A] for approval in connection with any future use.

Development of the Service. All operational costs associated with LLC’s procurement, preparation and delivery of the Service (including Inventory and other promotional materials as provided herein) to the Theatres shall be borne exclusively by LLC. Except as provided herein, all in-Theatre operational costs associated with RegalCinemark’s receipt and exhibition of the Service within the Theatres shall be borne exclusively by RegalCinemark; provided that, upon prior written notice to and consultation with LLC, LLC shall reimburse Regal Cinemark for its reasonable incremental out-of-pocket third party costs incurred in connection with receipt and exhibition of the Service within the Theatres. Any excess on-screen Inventory which may be made available to Regal Cinemark in LLC’s discretion pursuant to Section 5.04 or otherwise, and any other on-screen Inventory provided by Regal Cinemark pursuant to Section 4.05, will be subject to both Parties’ review and approval, which will not be unreasonably withheld. LLC will provide at its own expense all creative and post-production services necessary to ingest, encode and otherwise prepare for distribution all other on-screen Inventory as part of the Digital Content Service. All on-screen Inventory provided by Regal Cinemark for inclusion in the Digital Content Service must (i) be submitted to LLC for review for compliance with (ii) and (iii) below as LLC may reasonably request, but in any event at least twenty (20) business days before scheduled exhibition (unless otherwise previously approved by LLC), (ii) satisfy the content restrictions enumerated in Section 4.03(i) through (vii) hereof, and (iii) be fully produced in accordance with LLC’s technical specifications as promulgated by LLC from time to time (all as provided in written or electronic form to Regal Cinemark in a reasonable time period prior to implementation, including any amendments thereto; and which are equally applied to all exhibitors), ready for exhibition, as well as in accordance with applicable LLC commercial standards and operating policies, and all applicable federal, state and local laws and regulations. LLC must reject or approve all Inventory provided by Regal Cinemark within five (5) business days. Any such Inventory provided by Regal Cinemark and not rejected within such time frame shall be deemed approved and incorporated into the Service. Any Inventory provided by Regal Cinemark for review and approval by LLC need not, once approved by LLC, be resubmitted by Regal Cinemark for approval in connection with any future use.

Development of the Service. All operational costs associated with LLC’s procurement, preparation and delivery of the Service (including Inventory and other promotional materials as provided herein) to the Theatres shall be borne exclusively by LLC. Except as provided herein, all in-Theatre operational costs associated with RegalAMC’s receipt and exhibition of the Service within the Theatres shall be borne exclusively by RegalAMC; provided that, upon prior written notice to and consultation with LLC, LLC shall reimburse Regal AMC for its reasonable incremental out-of-pocket third party costs incurred in connection with receipt and exhibition of the Service within the Theatres. Any excess on-screen Inventory which may be made available to Regal AMC in LLC’s discretion pursuant to Section 5.04 or otherwise, and any other on-screen Inventory provided by Regal AMC pursuant to Section 4.05, will be subject to both Parties’ review and approval, which will not be unreasonably withheld. LLC will provide at its own expense all creative and post-production services necessary to ingest, encode and otherwise prepare for distribution all other on-screen Inventory as part of the Digital Content Service. All on-screen Inventory provided by Regal AMC for inclusion in the Digital Content Service must (i) be submitted to LLC for review for compliance with (ii) and (iii) below as LLC may reasonably request, but in any event at least twenty (20) business days before scheduled exhibition (unless otherwise previously approved by LLC), (ii) satisfy the content restrictions enumerated in Section 4.03(i) through (vii) hereof, and (iii) be fully produced in accordance with LLC’s technical specifications as promulgated by LLC from time to time (all as provided in written or electronic form to Regal AMC in a reasonable time period prior to implementation, including any amendments thereto; and which are equally applied to all exhibitors), ready for exhibition, as well as in accordance with applicable LLC commercial standards and operating policies, and all applicable federal, state and local laws and regulations. LLC must reject or approve all Inventory provided by Regal AMC within five (5) business days. Any such Inventory provided by Regal AMC and not rejected within such time frame shall be deemed approved and incorporated into the Service. Any Inventory provided by Regal AMC for review and approval by LLC need not, once approved by LLC, be resubmitted by Regal AMC for approval in connection with any future use.

Development of the Service. All operational costs associated with LLC’s procurement, preparation and delivery of the Service (including Inventory and other promotional materials as provided herein) to the Theatres shall be borne exclusively by LLC. Except as provided herein, all in-Theatre operational costs associated with RegalCinemark’s receipt and exhibition of the Service within the Theatres shall be borne exclusively by RegalCinemark; provided that, upon prior written notice to and consultation with LLC, LLC shall reimburse Regal Cinemark for its reasonable incremental out-of-pocket third party costs incurred in connection with receipt and exhibition of the Service within the Theatres. Any excess on-screen Inventory which may be Table of Contents made available to Regal Cinemark in LLC’s discretion pursuant to Section 5.04 or otherwise, and any other on-screen Inventory provided by Regal Cinemark pursuant to Section 4.05, will be subject to both Parties’ review and approval, which will not be unreasonably withheld. LLC will provide at its own expense all creative and post-production services necessary to ingest, encode and otherwise prepare for distribution all other on-screen Inventory as part of the Digital Content Service. All on-screen Inventory provided by Regal Cinemark for inclusion in the Digital Content Service must (i) be submitted to LLC for review for compliance with (ii) and (iii) below as LLC may reasonably request, but in any event at least twenty (20) business days before scheduled exhibition (unless otherwise previously approved by LLC), (ii) satisfy the content restrictions enumerated in Section 4.03(i) through (vii) hereof, and (iii) be fully produced in accordance with LLC’s technical specifications as promulgated by LLC from time to time (all as provided in written or electronic form to Regal Cinemark in a reasonable time period prior to implementation, including any amendments thereto; and which are equally applied to all exhibitors), ready for exhibition, as well as in accordance with applicable LLC commercial standards and operating policies, and all applicable federal, state and local laws and regulations. LLC must reject or approve all Inventory provided by Regal Cinemark within five (5) business days. Any such Inventory provided by Regal Cinemark and not rejected within such time frame shall be deemed approved and incorporated into the Service. Any Inventory provided by Regal Cinemark for review and approval by LLC need not, once approved by LLC, be resubmitted by Regal Cinemark for approval in connection with any future use.