(c) Coordination. All installation, maintenance and other services provided by LLC
to the Theatres hereunder shall be performed in a manner reasonably expected not to disrupt Cinemarks operations and, except where no practical alternative exists, shall be provided outside of Theatre business hours, as mutually determined by
the Parties in their reasonable discretion. Subject to the preceding sentence and upon advance written notice, LLC and its vendors or subcontractors shall be provided reasonable access to the Theatres and such other support services as reasonably
required to install and inspect the Equipment, for such fees as provided in the Specification Documentation, and otherwise as required to perform LLCs obligations under this Agreement. In addition to the foregoing, and with respect to the
installation of Equipment in Newbuild Theatres only, LLC agrees (i) to cooperate with Cinemark in coordinating the installation of Equipment with the construction schedule for such Newbuild Theatres, and (ii) to consult with Cinemark prior
to subcontracting the performance of Equipment installation so as to permit a determination of whether Cinemark might itself perform such Equipment installation.
Section 3.05 Upgrades and Modifications. In order to ensure compatibility with, and optimum performance and robustness of,
the Digital Content Network and the LLC Equipment (including hardware and software), LLC reserves the right to request of Cinemark the replacement, upgrade or modification of any Cinemark Equipment installed at any Theatre or the assistance with an
upgrade to Software on Cinemark Equipment; provided that such requests are equally and timely communicated to each of Cinemark, AMC and Regal (the Upgrade Request). In the event of an Upgrade Request, LLC shall provide Cinemark as
much written notice as is reasonably practicable under the circumstances, but in no event less than ten (10) business days written notice. LLC and Cinemark will negotiate with each other in good faith on the terms of any Upgrade Requests,
including cost sharing terms, if any. If LLC and Cinemark are not able to come to agreement about an Upgrade Request, LLC may elect to pay for the replacements, upgrades or modifications contained in the Upgrade Request including all reasonable
incidental and incremental costs to Cinemark, and Cinemark shall be obligated to permit LLC to perform all necessary work to fulfill the Upgrade Request, provided (i) there is no additional unreimbursed cost to it to accept such replacement,
upgrade or modification and (ii) that such replacement, upgrade or modification does not unreasonably interfere with Cinemarks theatre operations and does not include any replacement, upgrade or modification of Cinemark software without
Cinemarks express prior written consent. LLC agrees that, to the extent practicable, it will develop a system that seeks to minimize the need to enter the Theatres in order to update the Software.
Section 3.06 Conversion of Theatres to Digital Cinema Equipment.
(a) Conversion of Digitized Theatres. During the Term and at its sole option, Cinemark may choose to install a Projection System
in one or more auditoriums in any Digitized Theatre. As between Cinemark and LLC, Cinemark will be responsible for purchasing, installing and maintaining the Projection Systems selected by Cinemark. After the installation of a Projection System in
an auditorium in a Digitized Theatres, Cinemark, at its sole option, may elect to convert the manner in which the Advertising Services are exhibited in such auditorium from the existing Low Resolution Projection System to either a Dual Interface
Architecture or the ACE Solution. Upon such conversion, such Projection Systems shall constitute Cinemark Equipment under this Agreement (the Digital Cinema Equipment), including, but not limited