(d) Modifications. The Parties agree that the rights and obligations to provide and
participate in elements of the Advertising Services, as set forth immediately above, may be modified during the Term upon mutual written agreement of the Parties.
(e) Conversion of Theatres. No Digitized Theatre shall become a Non-Digitized Theatre without the mutual agreement of Cinemark
and LLC. Cinemark will determine from time to time which Non-Digitized Theatres will be converted to Digitized Theatres.
Rights to Transfer Theatres. The Parties agree that nothing in this Agreement is intended to, nor shall, bind or otherwise limit Cinemarks or its Affiliates rights and abilities in its sole discretion from time to time to close,
sell, acquire or otherwise transfer any interest in (including by mortgage or otherwise) any theatre.
Section 2.02 Addition of
(a) Newbuild Theatres. Except as provided in Section 4.13 (Excluded Theatres; IMAX Screens) or as
mutually agreed by the Parties in writing, any theatre in the Territory newly built by Cinemark or an Affiliate of Cinemark following the Original Effective Date (Newbuild Theatres) shall be equipped to receive the Digital Content
Service via the Digital Content Network, shall be a Digitized Theatre, and shall participate in the Digital Content Service on the terms set forth in Section 2.01. LLC agrees to provide all aspects of the Advertising Services to Newbuild
Theatres on the terms and conditions set forth herein.
(b) Acquisition Theatres. Any theatre in the Territory of which
Cinemark or an Affiliate of Cinemark obtains control of the advertising or promotional activities therein after the Original Effective Date (excluding any Newbuild Theatres and any Loews Theatre) shall be an Acquisition
Theatre(s). Subject to Sections 4.08 and 4.13, LLC shall provide all aspects of the Advertising Services to such Acquisition Theatres and Cinemark shall cause such Acquisition Theatres to exhibit and participate in the Advertising
Services on the terms and conditions set forth herein. The Parties agree that Cinemark may obtain operational control of an Acquisition Theatre but not obtain any or all rights necessary to receive or display any or all aspects of the Advertising
Services or control over advertising or promotions but not over all of the foregoing, and, in such circumstances Cinemark shall use its commercially reasonable efforts to have as much of the Advertising Services received or displayed in such
Acquisition Theatres as is within its control, or if not, then as reasonably practicable. The Parties agree that it may not be commercially reasonable to equip each Acquisition Theatre to receive the Digital Content Service via the Digital Content
Network. Therefore, the Parties agree, subject to Sections 4.08 and 4.13, that every Acquisition Theatre that is a Digitized Theatre shall participate in the Digital Content Service via the Digital Content Network on the terms set forth in
Section 2.01, but that Cinemark retains sole discretion as to if, when and which Acquisition Theatres Cinemark converts to Digitized Theatres. Upon Cinemarks decision to convert an Acquisition Theatre to a Digitized Theatre, the Parties
agree to discuss in good faith the appropriate schedule for equipping such Acquisition Theatre to receive the Digital Content Service via the Digital Content Network. Upon agreeing upon the schedule to conduct such equipping, LLC shall diligently
prosecute such work until completion.