Common use of SPECIFIC DUTIES OF OPERATOR Clause in Contracts

SPECIFIC DUTIES OF OPERATOR. Subject to the terms and conditions of the Operating Agreement of Owner’s parent, Start Media/Digiplex, LLC, dated as of December 10, 2012, by and between Start Media, LLC and Operator (the “Operating Agreement”), Operator shall have the sole responsibility and sole authority to make any and all decisions with respect to the day-to-day operations at the Theaters. Without limiting the generality of the foregoing, Operator shall have the following duties and authority, all at the expense of the Owner: (a) Operator shall determine and put into effect all policies with respect to performance at the Theaters, including, without limitation, show times, hours of operation, ticket prices and "goodwill" tickets. (b) Operator shall keep Owner advised concerning all material aspects of Operator's activities with respect to the management and operation of the Theaters. (c) Operator shall train theater managers, assistant managers, management trainees and other employees (collectively, the "Employees") sufficient to direct, supervise and staff the Theaters’ operations. Operator shall determine the compensation, fringe benefits and employment duration of all Employees and the assignment of duties to be performed by each Employee, and shall negotiate and settle any labor disputes. Operator shall cause to be procured and maintained adequate workers' compensation insurance or other similar insurance as may be required by law covering the Employees. (d) Operator shall contract for and purchase, on behalf of and in the name of Owner, all merchandise, materials, supplies and accessories to be used in connection with the operation and maintenance of the Theaters, including without limitation, concessions used in connection with the Theaters. (e) Operator shall cause to be remitted when due to the proper governmental authorities all taxes on box office admissions that are not measured by net income and all sales taxes on other Theater revenues on behalf of the Owner. Operator shall also cause all other taxes payable with respect to operation of the Theaters to be remitted when due to the proper governmental authorities, including without limitation, payroll taxes, and shall cause to be timely filed such tax returns as are required with respect to such taxes. Operator shall timely provide to Owner copies of all such tax returns filed and give Owner access to all financial or other records concerning such taxes. (f) Operator shall obtain and maintain, for itself or on behalf of and in the name of Owner, as the case may be, all licenses, permits and authorizations from any governmental authorities that are necessary for the operation of the Theaters in the manner required by this Agreement. Owner agrees to execute and deliver any and all applications and other documents and to otherwise cooperate to the fullest extent with Operator in applying for, obtaining and maintaining all such licenses, permits and authorizations. Operator shall at all times, and at its expense, remain qualified and licensed to do business and be in good standing in the states in which any of the Theaters is located. (g) Operator shall have the right and duty, on behalf of and in the name of the Owner, to contract for and purchase concessions and concession supplies for the Theatres and to set prices for and sell such concessions and concession supplies; to determine and put into effect advertising and all business policies with respect thereto; and to do and perform any and all things ordinarily required in the operation thereof, all without limitation or prejudice to the right and duty of Operator generally to supervise and manage the operations of the Theaters’ concessions. (h) Operator shall maintain all insurance coverage customarily carried for comparable theaters in the respective jurisdictions where the Theaters are located, which shall include, but not be limited to, terms, conditions and provisions typically contained in the policies covering the theaters that Operator owns or leases. Each policy shall cover both Owner and Operator as named insureds, and shall waive any rights of subrogation against any named insured. Operator shall have the right to maintain such coverage pursuant to policies covering other properties of Operator, provided that the cost of such coverage is allocated to the Theaters in a manner reasonably acceptable to Owner and Operator. (i) Operator shall immediately notify Owner of any casualty, disaster, loss, damage or injury occurring at any Theater, whether covered by insurance or not. Operator shall not use any Theater, or permit the same to be used, for any purpose which will make void or voidable any such insurance policies. Operator shall, upon request of Owner, assist the Owner in any reasonable manner, as Owner may request, in the settlement of any claim under any such insurance policies. (j) Operator shall manage the operations of the Theaters in compliance with all applicable laws, regulations and other requirements of all governmental and regulatory entities having jurisdiction over the Theaters (collectively, "Regulatory Requirements"). Operator shall not unreasonably refuse or delay compliance with any specific instructions of Owner that are reasonably necessary to cause any Theater to comply with the Regulatory Requirements. Owner shall cooperate with Operator in complying with the Regulatory Requirements, including paying all costs of compliance, including, without limitation, the costs of third party consultants and reasonable attorneys' fees. (k) Operator shall keep, maintain and make available for inspection by any authorized representatives of Owner upon its request, at the principal office of Operator and at reasonable times and intervals, sufficient records and other data and books of account reflecting accurately all cash receipts and disbursements and income and expenditures in the management and operation of the Theaters. Operator shall provide Owner, prior to the start of each fiscal year a proposed budget for the Theaters for Owner’s approval (any such approved budget, the “Budget”). In addition, Operator shall provide Owner (at Operator’s expense) with monthly profit and loss statements for each of the Theaters, showing actual vs. budgeted results, in substantially the form attached as Exhibit A hereto, and such other information as Owner reasonably requests regarding the Theaters (the “Monthly Statements”). (l) To the extent Operator deems necessary in connection with this Agreement, Operator shall enter into contracts on behalf of and in the name of Owner with architects, engineers, tradesmen and other independent contractors to perform services with respect to the Theaters and supervise the administration, and monitor the performance, of all work to be performed and services to be rendered under all such contracts, and will make reasonable efforts to arrange that the terms of any such contracts be no less favorable with respect to the operations of the Theaters than the terms upon which Operator shall have entered into similar contracts for other theaters that Operator owns or manages, as may be adjusted to reflect regional differences. (m) On behalf of and in the name of Owner, Operator shall enter into such service, maintenance and other contracts, or otherwise obtain or provide such service or maintenance as shall be necessary or appropriate for the operation and maintenance of the Theaters, including without limitation, the equipment and systems located in or servicing Theaters, contracts for utilities, elevator maintenance, telephone service, interior cleaning, window cleaning, landscape maintenance, rubbish removal, parking lot maintenance, fuel, heating and air conditioning maintenance, security, and vermin and insect extermination, and shall make reasonable efforts to enter into such contracts on terms no less favorable than the terms upon which Operator shall have entered into similar contracts with respect to the operations of other theaters that Operator owns or manages, as may be adjusted to reflect regional differences. (n) On behalf of Owner (and except to the extent provided below) after Owner shall have approved such measures, Operator shall refurbish, remodel and renovate the Theaters, including all landscaping and parking fields, replace or supplement operating equipment and fixtures and make repairs, in each case as Operator deems reasonably necessary from time to time to preserve the Theaters in good working order and condition; it being understood and agreed that Operator shall be entitled to cause maintenance capital expenditures to be incurred with respect to the Theaters, without Owner’s prior approval, to the extent that such expenditures do not exceed, in the aggregate, in any fiscal year, an amount equal to $3,000 multiplied by the number of screens in the Theaters during such fiscal year. The items of furnishings, fixtures and equipment so replaced or added shall be and become, forthwith upon acquisition and installation and without further act or action, the property of Owner and part of the Theaters (except as may otherwise be provided by the applicable lease or state law) . All such replacements and additions shall be purchased on behalf of and in the name of Owner at competitive prices. (o) On behalf and at the expense of Owner, Operator shall obtain the software for all necessary management information systems and the necessary computer hardware for such systems. (p) Operator shall manage the Theaters in a manner that is consistent with and does not violate or cause a default under any leases, reciprocal easement agreements, covenants, common area maintenance agreements and other agreements to which Owner is a party affecting the Theaters, including any covenants, easements or other restrictions on the use of the Theaters. (q) Operator shall set programming times and location for the Theaters, subject to the terms of any film licenses restricting Operator's discretion with respect thereto. (r) Operator shall receive, consider and respond to the complaints of all guests and users of any of the services or facilities of the Theaters. (s) Operator shall book and license or cause to be licensed on Owner's behalf, films and other attractions for exhibition in the Theaters, including any cooperative advertising with film distributors and alternative content programming, and shall have the sole authority to determine which films, programs or other content shall be exhibited in the Theaters. (t) Operator shall render the necessary accounting and bookkeeping services generally required in the management of the affairs and operation of the Theaters, provided that the engagement of any third party accountants, attorneys or consultants for services with respect to the Theaters shall be pre-approved in writing by Owner, and the expenses of any such third party service providers shall be borne by Owner.

SPECIFIC DUTIES OF OPERATOR. Subject to the terms and conditions of the Operating Agreement of Owner’s parent, Start Media/Digiplex, LLC, dated as of December 10, 2012, by and between Start Media, LLC and Operator (the “Operating Agreement”), Operator shall have the sole responsibility and sole authority to make any and all decisions with respect to the day-to-day operations at the TheatersTheatre operations. Without limiting the generality of the foregoing, Operator shall have the following duties and authority, all at the expense of the Owner:Owner (subject to Article 4): (a) Operator shall determine and put into effect all policies with respect to performance at the TheatersTheatre, including, without limitation, show timesshowtimes, hours of operation, ticket prices and "goodwill" tickets. (b) Operator shall consult with and keep Owner advised concerning all material aspects of Operator's activities with respect to the construction, management and operation of the TheatersTheatre. (c) Operator shall train theater employ and train, at Owner's expense, theatre managers, assistant managers, management trainees and other employees (collectively, the "Employees") sufficient to direct, supervise and staff the Theaters’ operationsTheatre's operation. The Theatre Employees shall be paid by Owner. Operator shall determine the compensation, fringe benefits and employment duration of all Employees and the assignment of duties to be performed by each Employeesuch Employees, and shall negotiate and settle any labor disputes. Operator shall cause to be procured procure and maintained maintain adequate workers' compensation insurance or other similar insurance as may be required by law law, at Owner's expense, covering the Employees. (d) Operator shall contract for and purchase, purchase on behalf of and in the name of Owner, all merchandise, materials, supplies and accessories to be used in connection with the operation and maintenance of the TheatersTheatre, including without limitation, concessions used in connection with the TheatersTheatre. (e) Operator shall cause determine and put into effect all Theatre advertising and all business policies with respect to be remitted such advertising, including, without limitation, advertising slides, advertising allowances from distributors and settlement of such allowances; (f) Operator shall remit when due to the proper governmental authorities all taxes on box office admissions that are not measured by net income and all sales taxes on other Theater Theatre revenues on behalf of the Owner. Operator shall also cause remit all other taxes payable with respect to the operation of the Theaters to be remitted when due to the proper governmental authoritiesTheatre, including without limitation, limitation payroll taxes, and shall cause to be timely filed file such tax returns as are required with respect to such taxes. Operator shall timely provide to Owner copies of all such tax returns filed and give Owner access to all financial or other records concerning such taxes. (fg) Operator shall obtain and maintain, for itself or on behalf of and in the name of Owner, as the case may be, all licenses, permits and authorizations from any governmental authorities that are necessary for the operation of the Theaters Theatre in the manner required by this Agreement. Owner agrees to execute and deliver any and all applications and other documents and to otherwise cooperate to the fullest extent with Operator in applying for, obtaining and maintaining all such licenses, permits and authorizations. Operator shall at all times, and at its expense, remain qualified and licensed to do business and be in good standing in the states in which any State of the Theaters is locatedColorado. (gh) Operator shall have the right and duty, duty on behalf of and in the name of the Owner, Owner to contract for and purchase concessions and concession supplies for the Theatres and to set prices for and sell such concessions and concession supplies; to determine and put into effect advertising and all business policies with respect thereto; and to do and perform any and all things ordinarily required in the operation thereof, all without limitation or prejudice to the right and duty of Operator generally to supervise and manage the operations of the Theaters’ such Theatre concessions. (hi) Operator shall maintain at the expense of Owner all insurance coverage customarily carried for comparable theaters theatres in the respective jurisdictions each jurisdiction where the Theaters are Theatre is located, which shall include, but not be limited to, terms, conditions and provisions typically contained in the insurance policies covering the theaters that theatres Operator owns or leases. Each policy shall cover both Owner and Operator or any mortgagee or beneficiary under any mortgage on the theatre as a named insureds, insured and shall waive any rights of subrogation against any named insured. All insurance policies shall include loss payment clauses in the term reasonably required by any mortgage or other agreement. Operator shall have the right to maintain such coverage pursuant to policies covering other properties of Operator, provided that the cost of such coverage is allocated to the Theaters Theatre in a manner reasonably acceptable to Owner and Operator. (ij) Operator shall immediately notify the Owner of any casualty, disaster, loss, damage or injury occurring at any Theater, the Theatre whether covered by insurance or not. Operator shall not use any Theaterthe Theatre, or permit the same to be used, for any purpose which will make void or voidable any such insurance policies. Operator shall, upon request of Owner, assist the Owner in any reasonable manner, as Owner may request, in the settlement of any claim under any such insurance policies. (jk) Operator shall manage the operations of the Theaters Theatre in compliance substantialcompliance with all applicable laws, regulations and other requirements of all governmental and regulatory entities having jurisdiction over the Theaters Theatre (collectively, "Regulatory Requirements"). Operator shall not unreasonably refuse or delay compliance with any specific instructions of Owner that are reasonably necessary to cause any Theater the Theatre to comply with the Regulatory Requirements. Owner shall cooperate with Operator in complying with the Regulatory Requirements, including paying all direct costs of compliance, including, without limitation, the costs of third party consultants and reasonable attorneys' fees. (kl) Subject to Section 10.11 regarding Confidential Information, Operator shall keep, maintain and make available for inspection by any authorized representatives representative of Owner upon its request, at the principal office of Operator and at reasonable times and intervals, sufficient records and other data and books of account reflecting accurately all cash receipts and disbursements and income and expenditures in the management and operation of the Theaters. Operator shall provide Owner, prior to the start of each fiscal year a proposed budget for the Theaters for Owner’s approval (any such approved budget, the “Budget”). In addition, Operator shall provide Owner (at Operator’s expense) with monthly profit and loss statements for each of the Theaters, showing actual vs. budgeted results, in substantially the form attached as Exhibit A hereto, and such other information as Owner reasonably requests regarding the Theaters (the “Monthly Statements”)Theatre. (lm) To the extent Operator deems necessary in connection with this Agreement, Operator shall enter into contracts (after receiving approval from Owner in the case of each contract involving expenditures over $100,000.00 annually in the aggregate) on behalf of and in the name of Owner with architects, engineers, tradesmen and other independent contractors to perform services 3 with respect to the Theaters Theatre and supervise the administration, and monitor the performance, of all work to be performed and services to be rendered under all such contracts, and will make reasonable efforts to arrange that the terms of any such contracts be no less favorable with respect to the operations of the Theaters than the terms upon which Operator shall have entered into similar contracts for other theaters that Operator owns or manages, as may be adjusted to reflect regional differences. (mn) On behalf of and in the name of Owner, Operator shall may enter into such service, maintenance and other contracts, or otherwise obtain or provide such service or maintenance as shall be necessary or appropriate for the operation and maintenance of the TheatersTheatre, including without limitation, the equipment and systems located in or servicing Theaterssuch Theatre, contracts for utilities, elevator maintenance, telephone service, interior cleaning, window cleaning, landscape maintenance, rubbish removal, parking lot maintenance, fuel, heating and air conditioning maintenance, security, security and vermin and insect extermination, and shall make reasonable efforts to enter into such contracts on terms no less favorable than the terms upon which Operator shall have entered into similar contracts with respect to the operations of other theaters that Operator owns or manages, as may be adjusted to reflect regional differences. (no) On behalf of Owner (and except to the extent provided below) after Owner shall have approved such measuresOwner, Operator shall shall, subject to Owner approval in case of repairs involving expenditures in excess of the Replacement Reserve (as defined in Section 2.4(a) below), refurbish, remodel and renovate the TheatersTheatre, including all landscaping and parking fields, replace or supplement operating equipment and fixtures and make repairs, in each case as Operator it deems reasonably necessary from time fromtime to time to preserve the Theaters in good working order and condition; it being understood and agreed that Operator shall be entitled to cause maintenance capital expenditures to be incurred with respect to the Theaters, without Owner’s prior approval, to the extent that such expenditures do not exceed, in the aggregate, in any fiscal year, an amount equal to $3,000 multiplied by the number of screens in the Theaters during such fiscal yearTheatre as a first-class theatre. The items of furnishings, fixtures and equipment so replaced or added shall be and become, forthwith upon acquisition and installation and without further act or action, the property of Owner and part of the Theaters Theatre (except as may otherwise be provided by the applicable lease or state law) ). All such replacements and additions shall be purchased by Operator, on behalf of and in the name of Owner Owner, at competitive prices, utilizing the funds in the Replacement Reserve. Any such expenditure in excess of the Replacement Reserve must be approved by Owner in advance. Emergency repairs immediately necessary for the preservation and safety of the Theatre as to avoid the suspension of services to the Theatre or danger of life or property may be made by the Operator without the approval of Owner. (op) On behalf of and at the expense of Owner, Operator shall obtain the software for all necessary management information systems and the necessary computer hardware for such systems. (pq) Operator shall manage the Theaters Theatres in a manner that is consistent with and does not violate or cause a default under any leases, reciprocal easement agreements, covenants, common area maintenance agreements and other agreements to which Owner is a party affecting the Theaters, including Theatre (the "Realty Documents") or any covenants, easements or other restrictions on the use of the TheatersTheatre. (qr) Operator shall set programming times and location for the Theaters, Theatre,subject to the terms of any film licenses restricting Operator's discretion with respect thereto. (rs) Operator shall receive, consider and respond to handle the complaints of all guests and users of any of the services or facilities of the TheatersTheatre. (st) Operator shall book and license or cause to be licensed on Owner's behalf, films and other attractions for exhibition in the TheatersTheatres, negotiating film rental payments to be made by Owner, select films to be exhibited, holding over existing films, book sneak previews and perform other duties associated with the buying, booking and licensing of films, including without limitation, any cooperative advertising with film distributors distributors' trailer placement. Operator shall book and alternative content programming, pay film rental for the Theatre consistent with the manner Operator books and shall have pays film rental for the sole authority to determine which films, programs or other content shall be exhibited theatres it operates in the TheatersUnited States. Operator shall maintain a first run film policy unless Owner approves a change of the booking policy in writing. (tu) Operator shall render the necessary accounting and bookkeeping services generally required in the management of the affairs and operation of the Theaters, provided that the engagement theatres. (v) Operator shall provide each partner of any third party accountants, attorneys or consultants for services with respect to the Theaters shall be pre-approved in writing by Owner, via email or fax, with weekend box office and concession revenue figures no later than the expenses end of any such third party service providers business every Monday. (w) Operator shall be borne by Ownerprovide each partner of Owner the following film week bookings and schedules no later than the end of business each Tuesday.

SPECIFIC DUTIES OF OPERATOR. Subject to the terms and conditions of the Operating Agreement of Owner’s parent, Start Media/Digiplex, LLC, dated as of December 10, 2012, by and between Start Media, LLC and Operator (the “Operating Agreement”), Operator shall have the sole responsibility and sole authority to make any and all decisions with respect to the day-to-day operations at the TheatersTheatres. Without limiting the generality of the foregoing, Operator shall have the following duties and authority, all at the expense of the Owner: (a) Operator shall determine and put into effect all policies with respect to performance at the TheatersTheatres, including, without limitation, show timesshowtimes, hours of operation, ticket prices and "goodwill" tickets. (b) Operator shall keep Owner advised concerning all material aspects of Operator's activities with respect to the management and operation of the TheatersTheatres. (c) Operator shall train theater theatre managers, assistant managers, management trainees and other employees (collectively, the "Employees") sufficient to direct, supervise and staff the Theaters’ operationsTheatres' operation. Operator shall shell determine the compensation, fringe benefits and employment duration of all Employees and the assignment of duties to be performed by each Employeesuch Employees, and shall negotiate and settle any labor disputes. Operator shall cause to be procured procure and maintained maintain adequate workers' compensation insurance or other similar insurance as may be required by law covering the Employees. (d) Operator shall contract for and purchase, purchase on behalf of and in the name of the Owner, all merchandise, materials, supplies and accessories to be used in connection with the operation and maintenance of the TheatersTheatres, including without limitation, concessions used in connection with the TheatersTheatres. (e) Operator shall cause to be remitted remit when due to the proper governmental authorities all taxes on box office admissions that are not measured by net income and all sales taxes on other Theater Theatre revenues on behalf of the Owner. Operator shall also cause remit all other taxes payable with respect to operation of the Theaters to be remitted when due to the proper governmental authoritiesTheatres, including without limitation, limitation payroll taxes, and shall cause to be timely filed file such tax returns as are required with respect to such taxes. Operator shall timely provide to the Owner copies of all such tax returns filed and give the Owner access to all financial or other records concerning such taxes. (f) Operator shall obtain and maintain, for itself or on behalf of and in the name of the Owner, as the case may be, all licenses, permits and authorizations from any governmental authorities that are necessary for the operation of the Theaters Theatres in the manner required by this Agreement. The Owner agrees to execute and deliver any and all applications and other documents and to otherwise cooperate to the fullest extent with Operator in applying for, obtaining and maintaining all such licenses, permits and authorizations. Operator shall at all times, and at its expense, remain qualified and licensed to do business and be in good standing in the states in which any of the Theaters is Theatres are located. (g) Operator shall have the right and duty, duty on behalf of and in the name of the Owner, Owner to contract for and purchase concessions and concession supplies for the Theatres and to set prices for and sell such concessions and concession supplies; to determine and put into effect advertising and all business policies with respect thereto; and to do and perform any and all things ordinarily required in the operation thereof, all without limitation or prejudice to the right and duty of Operator generally to supervise and manage the operations of the Theaters’ Theatres concessions. (h) Operator shall maintain all insurance coverage customarily carried for comparable theaters theatres in the respective jurisdictions each jurisdiction where the Theaters Theatres are locatedlocated or which may be required by each Owner's lenders, which shall include, but not be limited to, terms, conditions and provisions typically contained in the policies covering the theaters that theatres Operator owns or leases; provided, however, such insurance coverage may not be less than is required under any of Owner's mortgages on the real property listed on Exhibit "A". Each policy shall cover both the Owner and Operator or any mortgagee or beneficiary under any mortgage on the Theatres as a named insureds, insured and shall waive any rights of subrogation against any named insured. All insurance policies shall include loss payment clauses in the term reasonably required by any mortgage or other agreement. Operator shall have the right to maintain such coverage pursuant to policies covering other properties of Operator, provided that the cost of such coverage is allocated to the Theaters Theatres in a manner reasonably acceptable to the Owner and Operator. (i) Operator shall immediately notify the Owner of any casualty, disaster, loss, damage or injury occurring at any Theater, the Theatres whether covered by insurance or not. Operator shall not use any Theaterthe Theatres, or permit the same to be used, for any purpose which will make void or voidable any such insurance policies. Operator shall, upon request of the Owner, assist the Owner in any reasonable manner, as the Owner may request, in the settlement of any claim under any such insurance policies. (j) Operator shall manage the operations of the Theaters Theatres in substantial compliance with all applicable laws, regulations and other requirements of all governmental and regulatory entities having jurisdiction over the Theaters Theatres (collectively, "Regulatory Requirements"). Operator shall not unreasonably refuse or delay compliance with any specific instructions of the Owner that are reasonably necessary to cause any Theater the Theatres to comply with the Regulatory Requirements. The Owner shall cooperate with Operator in complying with the Regulatory Requirements, including paying all costs of compliance, including, without limitation, the costs of third party consultants and reasonable attorneys' fees. (k) Operator shall keep, maintain and make available for inspection by any authorized representatives of the Owner upon its request, at the principal office of Operator and at reasonable times and intervals, sufficient records and other data and books of account reflecting accurately all cash receipts and disbursements and income and expenditures in the management and operation of the Theaters. Operator shall provide Owner, prior to the start of each fiscal year a proposed budget for the Theaters for Owner’s approval (any such approved budget, the “Budget”). In addition, Operator shall provide Owner (at Operator’s expense) with monthly profit and loss statements for each of the Theaters, showing actual vs. budgeted results, in substantially the form attached as Exhibit A hereto, and such other information as Owner reasonably requests regarding the Theaters (the “Monthly Statements”)Theatres. (l) To the extent Operator deems necessary in connection with this Agreement, Operator shall enter into contracts on behalf of and in the name of the Owner with architects, engineers, tradesmen and other independent contractors to perform services with respect to the Theaters Theatres and supervise the administration, and monitor the performance, of all work to be performed and services to be rendered under all such contracts, and will make reasonable efforts to arrange that the terms of any such contracts be no less favorable with respect to the operations of the Theaters than the terms upon which Operator shall have entered into similar contracts for other theaters that Operator owns or manages, as may be adjusted to reflect regional differences. (m) On behalf of and in the name of the Owner, Operator shall enter into such service, maintenance and other contracts, or otherwise obtain or provide such service or maintenance as shall be necessary or appropriate for the operation and maintenance of the TheatersTheatres, including without limitation, the equipment and systems located in or servicing Theaterssuch Theatres, contracts for utilities, elevator maintenance, telephone service, interior cleaning, window cleaning, landscape maintenance, rubbish removal, parking lot maintenance, fuel, heating and air conditioning maintenance, security, security and vermin and insect extermination, provided that no such action by Operator in the name of Owner shall result in a default by Owner under Section 4.2 of the mortgages and shall make reasonable efforts deeds of trust from Owner to enter into such contracts on terms no less favorable than or for the terms upon which Operator shall have entered into similar contracts with respect to the operations benefit of other theaters that Operator owns or manages, as may be adjusted to reflect regional differencesLehman Brothers Bank FSB. (n) On behalf of Owner (and except to the extent provided below) after Owner shall have approved such measuresOwnxx, Operator Xxerator shall refurbish, remodel and renovate the TheatersTheatres, including all landscaping and parking fields, replace or supplement operating equipment and fixtures and make repairs, in each case as Operator it deems reasonably necessary from time to time to preserve the Theaters Theatres in good working order and condition; it being understood and agreed that Operator shall be entitled to cause maintenance capital expenditures to be incurred with respect to the Theaters, without Owner’s prior approval, to the extent that such expenditures do not exceed, in the aggregate, in any fiscal year, an amount equal to $3,000 multiplied by the number of screens in the Theaters during such fiscal year. The items of furnishings, fixtures and equipment so replaced or added shall be and become, forthwith upon acquisition and installation and without further act or action, the property of the Owner and part of the Theaters Theatres (except as may otherwise be provided by the applicable lease or state law) ), provided that no such action by Operator in the name of Owner shall result in a default by Owner under Section 4.2 of the mortgages and deeds of trust from Owner to or for the benefit of Lehman Brothers Bank FSB. All such replacements and additions shall be purchased shalx xx xurchased by Operator, on behalf of and in the name of Owner the Owner, at competitive prices, and the Owner shall reimburse Operator for such expenses within five days of written request therefore. (o) On behalf and at the expense of Owner, Operator shall obtain the software for all necessary management information systems and the necessary computer hardware for such systems. (p) Operator shall manage the Theaters Theatres in a manner that is consistent with and does not violate or cause a default under any leases, reciprocal easement agreements, covenants, common area maintenance agreements and other agreements to which the Owner is a party affecting the TheatersTheatres, including any mortgage on the Theatres (the "Realty Documents") or any covenants, easements or other restrictions on the use of the TheatersTheatres. (q) Operator shall set programming times and location for the TheatersTheatres, subject to the terms of any film licenses restricting Operator's discretion with respect thereto. (r) Operator shall receive, consider and respond to the complaints of all guests and users of any of the services or facilities of the TheatersTheatres. (s) Operator shall book and license or cause to be licensed on Owner's behalf, films and other attractions for exhibition in the TheatersTheatres, including any cooperative advertising with film distributors and alternative content programming, and shall have the sole authority to determine which films, programs or other content shall be exhibited in the Theatersdistributors. (t) Operator shall render the necessary accounting and bookkeeping services generally required in the management of the affairs and operation of the Theaters, provided that the engagement of any third party accountants, attorneys or consultants for services with respect to the Theaters shall be pre-approved in writing by Owner, and the expenses of any such third party service providers shall be borne by Ownertheatres.

SPECIFIC DUTIES OF OPERATOR. Subject to the terms and conditions of the Operating Agreement of Owner’s parent, Start Media/Digiplex, LLC, dated as of December 10, 2012, by and between Start Media, LLC and Operator (the “Operating Agreement”), Operator shall have the sole responsibility and sole authority to make any and all decisions with respect to the day-to-day operations at the TheatersTheatre. Without limiting the generality of the foregoing, Operator shall have the following duties and authority, all at the expense of the Owner: (a) Operator shall determine and put into effect all policies with respect to performance at the TheatersTheatre, including, without limitation, show timesshowtimes, hours of operation, ticket prices and "goodwill" tickets. (b) Operator shall keep Owner advised concerning all material aspects of Operator's activities with respect to the management and operation of the TheatersTheatre. (c) Operator shall train theater theatre managers, assistant managers, management trainees and other employees (collectively, the "Employees") sufficient to direct, supervise and staff the Theaters’ operationsTheatre's operation. Operator shall determine the compensation, fringe benefits and employment duration of all Employees employees and the assignment of duties to be performed by each Employeesuch Employees, and shall negotiate and settle any labor disputes. Operator shall cause to be procured procure and maintained maintain adequate workers' compensation insurance or other similar insurance as may be required by law covering the Employees. (d) Operator shall contract for and purchase, on behalf of and in the name of the Owner, all merchandise, materials, supplies and accessories to be used in connection with the operation and maintenance of the TheatersTheatre, including without limitation, concessions used in connection with the TheatersTheatre. (e) Operator shall cause to be remitted remit when due to the proper governmental authorities all taxes on box office admissions that are not measured by net income and all sales taxes on other Theater Theatre revenues on behalf of the Owner. Operator shall also cause remit all other taxes payable with respect to operation of the Theaters to be remitted when due to the proper governmental authoritiesTheatre, including without limitation, limitation payroll taxes, and shall cause to be timely filed file such tax returns as are required with respect to such taxes. Operator shall timely provide to the Owner copies of all such tax returns filed and give the Owner access to all financial or other records concerning such taxes. (f) Operator shall obtain and maintain, for itself or on behalf of and in the name of the Owner, as the case may be, all licenses, permits and authorizations from any governmental authorities that are necessary for the operation of the Theaters Theatre in the manner required by this Agreement. The Owner agrees to execute and deliver any and all applications and other documents and to otherwise cooperate to the fullest extent with Operator in applying for, obtaining and maintaining all such licenses, permits and authorizations. Operator shall at all times, and at its expense, remain qualified and licensed to do business and be in good standing in the states in which any of the Theaters Theatre is located. (g) Operator shall have the right and duty, duty on behalf of and in the name of the Owner, Owner to contract for and purchase concessions and concession supplies for the Theatres Theatre and to set prices for and sell such concessions and concession supplies; to determine and put into effect advertising and all business policies with respect thereto; , and to do and perform any and all things ordinarily required in the operation thereof, all without limitation or prejudice to the right and duty of Operator generally to supervise and manage the operations of the Theaters’ Theatre concessions. (h) Operator shall maintain all insurance coverage customarily carried for comparable theaters theatres in the respective jurisdictions jurisdiction where the Theaters are locatedTheatre is located or which may be required by each Owner's lenders, if any, which shall include, but not be limited to, terms, conditions and provisions typically contained in the policies covering the theaters that theatres Operator owns or leases, provided, however, such insurance coverage may not be less than is required under any of Owner's mortgages on the real property. Each policy shall cover both the Owner and Operator or any mortgagee or beneficiary under any mortgage on the Theatre as a named insureds, insured and shall waive any rights of subrogation against any named insured. All insurance policies shall include loss payment clauses in the term reasonably required by any mortgage or other agreement. Operator shall have the right to maintain such coverage pursuant to policies covering other properties of Operator, provided that the cost of such coverage is allocated to the Theaters Theatre in a manner reasonably acceptable to the Owner and Operator. (i) Operator shall immediately notify the Owner of any casualty, disaster, loss, damage or injury occurring at any Theater, the Theatre whether covered by insurance or not. Operator shall not use any Theaterthe Theatre, or permit the same to be used, for any purpose which will make void or voidable any such insurance policies. Operator shall, upon request of the Owner, assist the Owner in any reasonable manner, as the Owner may request, in the settlement of any claim under any such insurance policies. (j) Operator shall manage the operations of the Theaters Theatre in substantial compliance with all applicable laws, regulations and other requirements of all governmental and regulatory entities having jurisdiction over the Theaters Theatre (collectively, "Regulatory Requirements"). ) Operator shall not unreasonably refuse or delay compliance with any specific instructions of the Owner that are reasonably necessary to cause any Theater the Theatre to comply with the Regulatory Requirements. The Owner shall cooperate with Operator in complying with the Regulatory Requirements, including paying all costs of compliance, including, without limitation, the costs of third party consultants and reasonable attorneys' fees. (k) Operator shall keep, maintain and make available for inspection by any authorized representatives of the Owner upon its request, at the principal office of Operator and at reasonable times and intervals, sufficient records and other data and books of account reflecting accurately all cash receipts and disbursements and income and expenditures in the management and operation of the Theaters. Operator shall provide Owner, prior to the start of each fiscal year a proposed budget for the Theaters for Owner’s approval (any such approved budget, the “Budget”). In addition, Operator shall provide Owner (at Operator’s expense) with monthly profit and loss statements for each of the Theaters, showing actual vs. budgeted results, in substantially the form attached as Exhibit A hereto, and such other information as Owner reasonably requests regarding the Theaters (the “Monthly Statements”)Theatre. (l) To the extent Operator deems necessary in connection with this Agreement, Operator shall enter into contracts on behalf of and in the name of the Owner with architects, engineers, tradesmen and other independent contractors to perform services with respect to the Theaters Theatre and supervise the administration, and monitor the performance, of all work to be performed and services to be rendered under all such contracts, and will make reasonable efforts to arrange that the terms of any such contracts be no less favorable with respect to the operations of the Theaters than the terms upon which Operator shall have entered into similar contracts for other theaters that Operator owns or manages, as may be adjusted to reflect regional differences. (m) On behalf of and in the name of the Owner, Operator shall enter into such service, maintenance and other contracts, or otherwise obtain or provide such service or maintenance as shall be necessary or appropriate for the operation and maintenance of the TheatersTheatre, including without limitation, the equipment and systems located in or servicing Theaterssuch Theatre, contracts for utilities, elevator maintenance, telephone service, interior cleaning, window cleaning, landscape maintenance, rubbish removal, parking lot maintenance, fuel, heating and air conditioning maintenance, security, and vermin and insect extermination, and shall make reasonable efforts to enter into such contracts on terms no less favorable than the terms upon which Operator shall have entered into similar contracts with respect to the operations of other theaters that Operator owns or manages, as may be adjusted to reflect regional differences. (n) On behalf of the Owner (and except to the extent provided below) after Owner shall have has approved such measures, Operator shall refurbish, remodel and renovate the TheatersTheatre, including all landscaping and parking fields, replace or supplement operating equipment and fixtures and make repairs, in each case as Operator it deems reasonably necessary from time to time to preserve the Theaters Theatre in good working order and condition; it being understood and agreed that Operator shall be entitled to cause maintenance capital expenditures to be incurred with respect to the Theaters, without Owner’s prior approval, to the extent that such expenditures do not exceed, in the aggregate, in any fiscal year, an amount equal to $3,000 multiplied by the number of screens in the Theaters during such fiscal year. The items of furnishings, fixtures and equipment so replaced or added shall be and become, forthwith upon acquisition and installation and without further act or action, the property of the Owner and part of the Theaters Theatre (except as may otherwise be provided by the applicable lease or state law) ). All such replacements and additions shall be purchased by Operator, on behalf of and in the name of Owner the Owner, at competitive prices, and the Owner shall reimburse Operator for such expenses within five days of written request therefore. (o) On behalf and at the expense of Owner, Operator shall obtain the software for all necessary management information systems and the necessary computer hardware for such systems. (p) Operator shall manage the Theaters Theatre in a manner that is consistent with and does not violate or cause a default under any leases, reciprocal easement agreements, covenants, common area maintenance agreements and other agreements to which the Owner is a party affecting the TheatersTheatre, including any mortgage on the Theatre or any covenants, easements or other restrictions on the use of the TheatersTheatre. (q) Operator shall set programming times and location for the TheatersTheatre, subject to the terms of any film licenses restricting Operator's discretion with respect thereto. (r) Operator shall receive, consider and respond to the complaints of all guests and users of any of the services or facilities of the TheatersTheatre. (s) Operator shall book and license or cause to be licensed on Owner's behalf, films and other attractions for exhibition in the TheatersTheatre, including any cooperative advertising with film distributors and alternative content programming, and shall have the sole authority to determine which films, programs or other content shall be exhibited in the Theatersdistributors. (t) Operator shall render the necessary accounting and bookkeeping services generally required in the management of the affairs and operation of the Theaters, provided that the engagement of any third party accountants, attorneys or consultants for services with respect to the Theaters shall be pre-approved in writing by Owner, and the expenses of any such third party service providers shall be borne by OwnerTheatre.

SPECIFIC DUTIES OF OPERATOR. Subject to the terms and conditions of the Operating Agreement of Owner’s parent, Start Media/Digiplex, LLC, dated as of December 10, 2012, by and between Start Media, LLC and Operator (the “Operating Agreement”), Operator shall have the sole responsibility and sole authority to make any and all decisions with respect to the day-to-day operations at the TheatersTheatre. Without limiting the generality of the foregoing, Operator shall have the following duties and authority, all at the expense of the Owner: (a) Operator shall determine and put into effect all policies with respect to performance at the TheatersTheatre, including, without limitation, show timesshowtimes, hours of operation, ticket prices and "goodwill" tickets. (b) Operator shall keep Owner advised concerning all material aspects of Operator's activities with respect to the management and operation of the TheatersTheatre. (c) Operator shall train theater theatre managers, assistant managers, management trainees and other employees (collectively, the "Employees") sufficient to direct, supervise and staff the Theaters’ operationsTheatre's operation. Operator shall determine the compensation, fringe benefits and employment duration of all Employees employees and the assignment of duties to be performed by each Employeesuch Employees, and shall negotiate and settle any labor disputes. Operator shall cause to be procured procure and maintained maintain adequate workers' compensation insurance or other similar insurance as may be required by law covering the Employees. (d) Operator shall contract for and purchase, on behalf of and in the name of the Owner, all merchandise, materials, supplies and accessories to be used in connection with the operation and maintenance of the TheatersTheatre, including without limitation, concessions used in connection with the TheatersTheatre. (e) Operator shall cause to be remitted remit when due to the proper governmental authorities all taxes on box office admissions that are not measured by net income and all sales taxes on other Theater Theatre revenues on behalf of the Owner. Operator shall also cause remit all other taxes payable with respect to operation of the Theaters to be remitted when due to the proper governmental authoritiesTheatre, including without limitation, limitation payroll taxes, and shall cause to be timely filed file such tax returns as are required with respect to such taxes. Operator shall timely provide to the Owner copies of all such tax returns filed and give the Owner access to all financial or other records concerning such taxes. (f) Operator shall obtain and maintain, for itself or on behalf of and in the name of the Owner, as the case may be, all licenses, permits and authorizations from any governmental authorities that are necessary for the operation of the Theaters Theatre in the manner required by this Agreement. The Owner agrees to execute and deliver any and all applications and other documents and to otherwise cooperate to the fullest extent with Operator in applying for, obtaining and maintaining all such licenses, permits and authorizations. Operator shall at all times, and at its expense, remain qualified and licensed to do business and be in good standing in the states in which any of the Theaters Theatre is located. (g) Operator shall have the right and duty, duty on behalf of and in the name of the Owner, Owner to contract for and purchase concessions and concession supplies for the Theatres Theatre and to set prices for and sell such concessions and concession supplies; to determine and put into effect advertising and all business policies with respect thereto; and to do and perform any and all things ordinarily required in the operation thereof, all without limitation or prejudice to the right and duty of Operator generally to supervise and manage the operations of the Theaters’ Theatre concessions. (h) Operator shall maintain all insurance coverage customarily carried for comparable theaters theatres in the respective jurisdictions jurisdiction where the Theaters are locatedTheatre is located or which may be required by each Owner's lenders, if any, which shall include, but not be limited to, terms, conditions and provisions typically contained in the policies covering the theaters that theatres Operator owns or leases; provided, however, such insurance coverage may not be less than is required under any of Owner's mortgages on the real property. Each policy shall cover both the Owner and Operator or any mortgagee or beneficiary under any mortgage on the Theatre as a named insureds, insured and shall waive any rights of subrogation against any named insured. All insurance policies shall include loss payment clauses in the term reasonably required by any mortgage or other agreement. Operator shall have the right to maintain such coverage pursuant to policies covering other properties of Operator, provided that the cost of such coverage is allocated to the Theaters Theatre in a manner reasonably acceptable to the Owner and Operator. (i) Operator shall immediately notify the Owner of any casualty, disaster, loss, damage or injury occurring at any Theater, the Theatre whether covered by insurance or not. Operator shall not use any Theaterthe Theatre, or permit the same to be used, for any purpose which will make void or voidable any such insurance policies. Operator shall, upon request of the Owner, assist the Owner in any reasonable manner, as the Owner may request, in the settlement of any claim under any such insurance policies. (j) Operator shall manage the operations of the Theaters Theatre in substantial compliance with all applicable laws, regulations and other requirements of all governmental and regulatory entities having jurisdiction over the Theaters Theatre (collectively, "Regulatory Requirements"). Operator shall not unreasonably refuse or delay compliance with any specific instructions of the Owner that are reasonably necessary to cause any Theater the Theatre to comply with the Regulatory Requirements. The Owner shall cooperate with Operator in complying with the Regulatory Requirements, including paying all costs of compliance, including, without limitation, the costs of third party consultants and reasonable attorneys' fees. (k) Operator shall keep, maintain and make available for inspection by any authorized representatives of the Owner upon its request, at the principal office of Operator and at reasonable times and intervals, sufficient records and other data and books of account reflecting accurately all cash receipts and disbursements and income and expenditures in the management and operation of the Theaters. Operator shall provide Owner, prior to the start of each fiscal year a proposed budget for the Theaters for Owner’s approval (any such approved budget, the “Budget”). In addition, Operator shall provide Owner (at Operator’s expense) with monthly profit and loss statements for each of the Theaters, showing actual vs. budgeted results, in substantially the form attached as Exhibit A hereto, and such other information as Owner reasonably requests regarding the Theaters (the “Monthly Statements”)Theatre. (l) To the extent Operator deems necessary in connection with this Agreement, Operator shall enter into contracts on behalf of and in the name of the Owner with architects, engineers, tradesmen and other independent contractors to perform services with respect to the Theaters Theatre and supervise the administration, and monitor the performance, of all work to be performed and services to be rendered under all such contracts, and will make reasonable efforts to arrange that the terms of any such contracts be no less favorable with respect to the operations of the Theaters than the terms upon which Operator shall have entered into similar contracts for other theaters that Operator owns or manages, as may be adjusted to reflect regional differences. (m) On behalf of and in the name of the Owner, Operator shall enter into such service, maintenance and other contracts, or otherwise obtain or provide such service or maintenance as shall be necessary or appropriate for the operation and maintenance of the TheatersTheatre, including without limitation, the equipment and systems located in or servicing Theaterssuch Theatre, contracts for utilities, elevator maintenance, telephone service, interior cleaning, window cleaning, landscape maintenance, rubbish removal, parking lot maintenance, fuel, heating and air conditioning maintenance, security, and vermin and insect extermination, and shall make reasonable efforts to enter into such contracts on terms no less favorable than the terms upon which Operator shall have entered into similar contracts with respect to the operations of other theaters that Operator owns or manages, as may be adjusted to reflect regional differences. (n) On behalf of the Owner (and except to the extent provided below) after Owner shall have has approved such measures, Operator shall refurbish, remodel and renovate the TheatersTheatre, including all landscaping and parking fields, replace or supplement operating equipment and fixtures and make repairs, in each case as Operator it deems reasonably necessary from time to time to preserve the Theaters Theatre in good working order and condition; it being understood and agreed that Operator shall be entitled to cause maintenance capital expenditures to be incurred with respect to the Theaters, without Owner’s prior approval, to the extent that such expenditures do not exceed, in the aggregate, in any fiscal year, an amount equal to $3,000 multiplied by the number of screens in the Theaters during such fiscal year. The items of furnishings, fixtures and equipment so replaced or added shall be and become, forthwith upon acquisition and installation and without further act or action, the property of the Owner and part of the Theaters Theatre (except as may otherwise be provided by the applicable lease or state law) ). All such replacements and additions shall be purchased by Operator, on behalf of and in the name of Owner the Owner, at competitive prices, and the Owner shall reimburse Operator for such expenses within five days of written request therefore. (o) On behalf and at the expense of Owner, Operator shall obtain the software for all necessary management information systems and the necessary computer hardware for such systems. (p) Operator shall manage the Theaters Theatre in a manner that is consistent with and does not violate or cause a default under any leases, reciprocal easement agreements, covenants, common area maintenance agreements and other agreements to which the Owner is a party affecting the TheatersTheatre, including any mortgage on the Theatre or any covenants, easements or other restrictions on the use of the TheatersTheatre. (q) Operator shall set programming times and location for the TheatersTheatre, subject to the terms of any film licenses restricting Operator's discretion with respect thereto. (r) Operator shall receive, consider and respond to the complaints of all guests and users of any of the services or facilities of the TheatersTheatre. (s) Operator shall book and license or cause to be licensed on Owner's behalf, films and other attractions for exhibition in the TheatersTheatre, including any cooperative advertising with film distributors and alternative content programming, and shall have the sole authority to determine which films, programs or other content shall be exhibited in the Theatersdistributors. (t) Operator shall render the necessary accounting and bookkeeping services generally required in the management of the affairs and operation of the Theaters, provided that the engagement of any third party accountants, attorneys or consultants for services with respect to the Theaters shall be pre-approved in writing by Owner, and the expenses of any such third party service providers shall be borne by OwnerTheatre.