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<br />Entities"), either on its own behalf or on behalf of the Major League Baseball Clubs and/or other MLB Entities; (ii) any other present or future
<br />agreements or arrangements entered into with third parties by, or on behalf of, any of the MLB Entities, including, without limitation, those
<br />relating to ticketing, e-commerce, and/or the exploitation of intellectual property rights in any medium, including the Internet or any other
<br />medium of interactive communication; (iii) any present or future agreements or arrangements entered into by ABLP with the other Major
<br />League Baseball Clubs and/or one or more of the MLB Entities (including, without limitation, the Major League Constitution, the American and
<br />National League Constitutions, the Professional Baseball Agreement, the Major League Rules, the Interactive Media Rights Agreement, and
<br />each agency agreement and operating guidelines among the Major League Baseball Clubs and an MLB Entity); and (iv) the applicable rules,
<br />regulations, policies, bulletins or directives issued or adopted either by the Commissioner or otherwise pursuant to the Major League
<br />Constitution or any such agency agreement.
<br />2. The territory within which Sponsor is granted rights hereunder cannot extend beyond the Home Television Territory of ABLP, as
<br />established and amended from time to time pursuant to the MLB Documents. Nothing herein shall be construed as conferring on Sponsor rights
<br />in areas outside of ABLP's Home Television Territory.
<br />3. ABLP shall have the right, at no cost or liability to it or any other club or MLB Entity, to terminate this Agreement at any time Sponsor
<br />breaches its obligations under Paragraph I or 2 above. The right to terminate shall be exercisable by delivering written notice to Sponsor within
<br />30 days after ABLP obtains actual knowledge that such breach or retransmission has occurred and the effective date of such termination shall be
<br />no more than 30 days after the date such notice is given, as specified by ABLP in such notice.
<br />4. Any right or obligation in this Agreement involving "Interactive Media," must be approved in writing by MLBAM prior to ABLP's
<br />execution of this Agreement. For purposes of this provision, "Interactive Media" shall mean (i) the Internet or any other on-line system or
<br />computer network; (ii) any interactive wireless service, including any interactive microwave or cellular service; (iii) any interactive satellite
<br />service; (iv) any interactive broadcast television, broadcast radio or cable television service; and (v) any other medium of interactive
<br />communication now known or hereafter devised.
<br />5. Without limiting the generality of the foregoing, Sponsor acknowledges and agrees that: (a) various Facility signage and other
<br />advertising (including but not limited to Dorna boards and scoreboard signs) may be subject to blackout or preemption in connection with
<br />national television broadcasts or MLB "jewel" events such as All-Star Game exhibition and playoff and World Series games; and (b) Sponsor
<br />shall not be entitled to any consideration, refund or other relief in the event of such blackout or preemption.
<br />O. Sponsor Eauioment. Nothing herein shall obligate ABLP or its Affiliates to design, create, construct, set up, remove, tcar down or store
<br />any equipment, tools, or other property of Sponsor (e.g., kiosks, canopies, tents, temporary structures, booths, etc.) (collectively, "Sponsor
<br />Equipment"). In the event that ABLP or its Affiliates agree to design, create, construct, set up, remove, tear down and/or store any Sponsor
<br />Equipment, Sponsor hereby releases ABLP and its Affiliates of and from any and all claims, causes of action, damages, liabilities or expenses
<br />arising out of design, creation, construction, set up, removal, tear down and/or storage of the Sponsor Equipment.
<br />P. Miscellaneous.
<br />1. Sponsor may not assign or transfer this Agreement or any interest herein (including, but not limited to, rights and duties of
<br />performance), nor shall the same be assignable by operation of law, without the prior written consent of ABLP. ABLP may assign or transfer
<br />this Agreement (or a portion thereof) to a third party in ABLP's sole discretion.
<br />2. Each party hereto represents that: (i) the execution, delivery and performance of this Agreement has been duly and validly authorized
<br />by all necessary corporate or partnership action, as applicable; (ii) this Agreement constitutes the legally valid and binding obligation of such
<br />party; and (iii) the execution, delivery and performance of this Agreement will not violate or constitute a breach or default under any other
<br />agreement by which it is bound. Each of the parties hereto acknowledges and agrees that, except as expressly set forth herein, neither party has
<br />made, and neither party is relying on, any representation or warranty, express or implied, with respect to the subject matter hereof. The
<br />representations and warranties contained herein shall survive the execution and delivery of this Agreement.
<br />3. This Agreement shall be subject to, and the parties hereto agree to comply with, all applicable federal, state, municipal and local laws
<br />and regulations now or hereafter in effect.
<br />4. The performance by either party hereto of its respective nonmonetary obligations under this Agreement shall be excused during the
<br />period of time that such performance is delayed or prevented in whole or in part by acts of God, fire, floods, storms, explosions, accidents,
<br />epidemics, war, civil disorder, strikes or other labor difficulties, or any law, rule, regulation, order or other action adopted or taken by any
<br />federal, state or local government authority. or any other cause not reasonably within such party's control, whether or not specifically mentioned
<br />herein.
<br />5. Neither the failure to insist upon strict performance of any of the agreements, terms, covenants or conditions hereof, nor the acceptance
<br />of monies due hereunder with knowledge of a breach of this Agreement, shall be deemed a waiver of any rights or remedies that either party
<br />hereto may havc or a wai ver of any subsequent breach or default in any of such agreements, terms, covenants or conditions. No delay or
<br />omission in the exercise of any right, power or remedy accruing to any party under this Agreement shall impair any such right, power or
<br />remedy, nor shall it be construed as a waiver of any future exercise of any right, power or remedy.
<br />6. The provisions contained herein constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and
<br />no statement or inducement with respect to the subject matter hereof by either party hereto or by any agent or representative of either party
<br />hercto which is not contained in this Agreement shall be valid or binding among the parties. The parties hereto are independent contractors, and
<br />nothing in this Agreement shall be deemed or construed to create, or have been intended to create, a partnership, joint venture, employment or
<br />agency relationship between the parties hereto. Each party hereto shall execute any and all further documents or instruments and take all
<br />necessary action that either party hereto may deem reasonably necessary to carry out the proper purposes of this Agreement. This Agreement
<br />shall be governed by, and construed in accordance with, the laws of the State of California.
<br />7. This Agreement has been fully reviC\ved and negotiated by the parties hereto and their respective legal counsel. Accordingly, in
<br />interpreting this Agreement, no weight shall be placed upon which party hereto or its counsel drafted the provision being interpreted. Wherever
<br />this Agreement provides for one party hereto to provide approval or consent, such approval or consent shall, except as may otherwise be
<br />specified herein, be given in such party's sole judgment and discretion.
<br />S. If any term or provision of this Agreement shall be found to be void or contrary to law or unenforceable, such term or provision shall,
<br />but only to the extent necessary to bring this Agreement within the requirements of law, be deemed to be severable from thc other terms and
<br />provisions hereof, and the rqnainder of this Agreement shall be given effect as if the parties had not included the severed term herein.
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