(d) Costs. LLC will be responsible for all costs and expenses associated with
sourcing, production, delivery and execution of Lobby Promotions to the Theatres, including incremental costs actually incurred by the Theatres in connection with Lobby Promotions. In its discretion, Cinemark may make employees available to assist
in Lobby Promotions requiring exit sampling; provided that LLC shall reimburse Cinemark for the employees time used to conduct the exit sampling at their customary wage.
(e) Alternative Content Lobby Promotions. To the extent that Cinemark provides Alternative Content JV with the right to use
certain Inventory of Lobby Promotions to promote Digital Programming Events, Cinemark may display such promotions at the direction of Alternative Content JV notwithstanding the provisions of Section 2.04 hereof, provided that such promotions
are limited to a Sponsor Message in connection with an Event Sponsorship.
Section 4.03 Content Standards. The Parties
agree that (unless mutually agreed by the Parties with respect to clauses (i), (iii), (iv), (v) or (vi)) all content within the Advertising Services will not contain content or other material that: (i) has received, or had it been
rated would have received, an MPAA X or NC-17 rating (or the equivalent), (ii) promotes illegal activity, (iii) promotes the use of tobacco, sexual aids, birth control, firearms, weapons or similar products;
(iv) promotes alcohol, except prior to R-rated films in the auditorium; (v) constitutes religious advertising (except on a local basis, exhibiting time and location for local church services); (vi) constitutes political
advertising or promotes gambling; (vii) promotes theatres, theatre circuits or other entities that are competitive with Cinemark or LLC; (viii) would violate any of Cinemarks Beverage Agreements or the exclusive contractual
relationships identified in the Specification Documentation (including renewals and extensions of the foregoing, but excluding any amendments or modifications thereto as such relate to such content standards) and any subsequent exclusive arrangement
entered into by LLC with respect to the Theatres; or (ix) otherwise reflects negatively on Cinemark or adversely affects Cinemarks attendance as determined in Cinemarks reasonable discretion. Cinemark may, without liability, breach
or otherwise, prevent and/or take any other actions with respect to the use or distribution of content that violates the foregoing standards; provided, that with respect to Section 4.03(ix), Cinemark may opt out of such content in the
Advertising Services only with respect to Theatres in the geographic locations identified, which may include all of Cinemarks Theatres. If the Digital Content Service contains any content that violates the foregoing standards, LLC must remove
such content as soon as reasonably practical, but no later than within 24 hours of Cinemark notifying LLC of such violation. If LLC fails to remove such content within such 24-hour period, Cinemark may discontinue the Digital Content Service in
such auditoriums where such content is shown until the violating content is removed and shall have no liability for such discontinuation. If any other elements of the Advertising Services contain any content that violates the foregoing standards,
LLC shall at Cinemarks request, or Cinemark acting on its own behalf may, upon giving written notice to LLC, remove such content immediately. If any Founding Member opts out of any Lobby Promotion or other advertising pursuant to
Section 4.03(viii) or (ix) of this Agreement, the AMC Exhibitor Agreement or the Cinemark Exhibitor Agreement (as applicable) or out of any Video Display Program because of lack of equipment to display such content, or if any Founding
Member does not agree to exhibit any content of the Advertising Services subject to Section 4.03(i), (iii), (iv), (v) or (vi), then LLC shall apply any revenue it is entitled to receive from such Advertising Services (4.03
Revenue) to adjust payments of the Theatre Access Fee as set forth in Schedule 1.