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901 8S47997 10:32:19 a.m. 06-28-2012 3/4 i. This agreement is axckiisWe 20 oz only. No carbonated tA 11bt0tain or can 1W beverages i. All beverages must be purchased directly from the local Pepsi%verages Company, failure to remain exclusive or buy product from another source will result in a request for all monies paid, to be paid back to Pepsi at a pro rated basis. 5. All payments, including the value of donations, made by Pepsi to Customer under Paragraph S of this Agreement shah be deemed earned at an equal praraW rate per month for the purposes of this Agreement,notwithstanding the date of actual payment. 8 Customer hereby licenses and appoints Pepsi, through its Brands,as the sole, exclusive and official Beverage supplier,distributor and advertiser of Customer and the Facilities. Customer shall cause the Brands to be exclusively available at Ute FOCOtfes and no Beverages or Beverage related items Including,but not limited to,cups or premium Items,that compete with or are the some as or similar to the Brands shall be made available,advertised and/or promoted at the Facilities or by Customer, 7. Customer recognizes that Pepsi has paid valuable consideradi;616 ensure an exclusive Beverage associatlonal relationship with Customer with fesped1b an exclusive Beverage supply and distribution program and that any dilution pr.dirtlax>Ai n of such exclusivity seriously Impairs PepsPs valuable rights. Accordingly,in the eyern another person or entity attempts,without Pepsi's expficlt consent,to associate Beverages that corripate with or are the *$me as or similar to the Brands('Competitive Products )with Customer pr to suggest that Competitive Products are endorsed by or associated with CusttxtlnrbYrt*ffdirectlyor indirectly to Customer(ah of which actions described herein ars sonvidmies referred to as 'Ambush Marketing"),Customer will promptly oppose such artlons and cooperate with Pepsi's efforts to stop the Ambush Marketing and to protect the exclusiverights granted to Pepsi in this Agreement. M the event any such Ambush Marketing occuraduring the Term or any renewal thereof, immediately upon learning thereof, each party shall fk&y0-aother party hereto. • 8. All art work and logo sheets to be used In any advertiseirtents,signage and press releases promoting the Brands are subject to the prior mutual approval of Pepsi and Customer, with neither party unreasonably withholding such approval. 9. Except as may otherwise be required by this Agreement,law or legal process,no party shad disclose to any thirst party the terms and conditions of thilsAWmiment. 10. Except If prohibited by law,during the entire Term,Pep61 shall provide and supply Customer with all necessary equipment to dispense the Brands at the feces without charge; provided that all Beverages are supplied to Customer and the Facilities by Pepsi as set forth above and that the orgy products dispensed from such equipment are the Brands. Pepsi will provide service on all equipment without charge to Customer. A I rights,We and interest in all Pepsi equipment supplied to Customer shall at all times remain with Pepsi. 11 Customer represents and warrants to Pepsi that all appropriate approvals required to enter into this Agreement have been granted and the individual executing this Agreement on behalf of Customer has been duly authorized by any and all persons or entitles of which authorization is required to enter into this Agreement on behalf of Customer. Customer also agrees thAt at no time will it dhahenge,contest, disclaim or decry the autho tyof the individual signing this Agreement on behalf of Customer or use as a basis to void,cancel or nullify this Agreement a claim that the Individual signing below was not ault?orized to sign this Agreement on behalf of Customer. Further,Customer guarantees and warrants that the execution,delivery and performance of this Agreement by Customer wig not and does not violate any agreements with or the rights of third parties. 2 r..