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~-/~- <br />NAMING RIGHTS AND SPONSORSHIP AGREEMENT <br />THIS NAMING RIGHTS AND SPONSORSHIP AGREEMENT ("Agreement") is entered into this <br />first day of August, 2009 between TRIANGLE ORTHOPAEDIC ASSOCIATES, P.A. ("TOA"), a North <br />Carolina professional corporation with offices located at 120 William Penn Plaza, Durham, North Carolina and <br />ORANGE COUNTY, a Body Politic and Corporate of the State of North Carolina ("Orange County"). <br />RECITALS <br />WHEREAS, Orange County is constructing the Soccer Center with concessions/restroom building <br />("Facility") located on West Ten Road in Efland North Carolina; and <br />WHEREAS, the Facility will be utilized by local, regional, state and national organizations, among <br />other uses; and <br />WHEREAS, TOA desires to be the named sponsor of the concession/restroom building located at the <br />Facility in return for certain benefits as set forth below: <br />NOW, THEREFORE, in consideration of the mutual promises and conditions set forth herein, and for <br />other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Orange <br />County and TOA hereby agree as follows: <br />1. RECITALS. The recitals set forth above are hereby incorporated into this Agreement. <br />2. DEFINITIONS. Unless the context requires otherwise, or when otherwise indicated, the <br />following definitions apply when these terms are used in their capitalized form. <br />"Concessions Building" means the concession/restroom facility to be constructed by Orange <br />County at the Facility, a photograph of which is attached as Exhibit A. <br />"Facility" is defined in the Recitals set forth above. <br />3. TERM AND TERMINATION. <br />(a) The term of this Agreement shall begin on the effective date of this Agreement and <br />continue until the fifth anniversary of the date on which the Facility is first opened for use by the public (the <br />"Term"). Unless earlier terminated according to the terms and provisions hereof, TOA shall have the option to <br />extend the Term of this Agreement for an additional five (5) years at a mutually agreed upon yearly <br />sponsorship fee. TOA may exercise its option to extend the Term by providing written notice to Orange <br />County of TOA's intent to renew no later than March 1, 2014. <br />(b) TOA shall have the right to terminate this Agreement upon 30 days written notice to <br />Orange County in the event of the occurrence of any of the following contingencies: (i) if Orange County is <br />adjudicated as insolvent, declares bankruptcy or is otherwise unable to perform its management duties for the <br />Facility; or (ii) upon material breach of any provision of this Agreement by Orange County, if such breach is <br />not cured within thirty (30) days after Orange County's receipt of written notice from TOA. <br />(c) Orange County shall have the right to terminate this Agreement upon written notice to <br />TOA in the event of the occurrence of any of the following contingencies: (i) if TOA is adjudicated as <br />insolvent, declares bankruptcy or is otherwise unable to pay its debts or obligations when due; or (ii) upon a <br />