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DocuSign Envelope ID:85F8B674-BOBO-49DD-905E-B4A3D145C169 <br /> adjudicated as insolvent, declares bankruptcy or is otherwise unable to pay its debts or obligations <br /> when due; or (ii) upon a material breach of any provision of this Agreement by TOA, if such <br /> breach is not cured within thirty (30) days after TOA receipt of written notice from Orange <br /> County. <br /> (d) The provisions of Sections 9, 10, 12, 17, 18, 19, 20 and 21 shall survive <br /> expiration or termination of this Agreement, <br /> d. RIGHTS AND BENEFITS. <br /> (a) Naming Rights. During the Term of this Agreement, tine name of the <br /> Concessions Building will be"Triangle Orthopaedics Concessions"or any other name substituted <br /> by TOA as hereinafter provided. During the Term of this Agreement, Orange County will use <br /> only that name, or any name substituted by TOA p€u'suant to this paragraph, as tile exclusive <br /> name of the Concessions Building. TOA may from time to time request a substitution of its name <br /> for some other name to be designated by TOA. The new name shall be substituted only if Orange <br /> County gives consent, which consent shall not be unreasonably withheld. To the extent signs <br /> must be altered as a result of a name substitution, TOA shall bear all reasonable costs associated <br /> with changing the signs that display the previous name of the Concessions Building. <br /> (b) Sponsorships and Advertising, During the Term of this Agreement and <br /> extensions or renewals thereof, Orange County agrees that no sponsorships or other forms of <br /> advertisement relating to the practice of orthopaedic surgery and/or urgent care industry may be <br /> offered or provided to third parties without the prior written approval from TOA, which approval <br /> shall not be unreasonably withheld. In addition, Orange County agrees that it will not offer or <br /> provide or accept sponsorships or sell or accept advertising at the Facility to persons or entities <br /> whose business reputation or ongoing business activities Wright reflect adversely upon the image <br /> and reputation of TOA, in the reasonable judgment of TOA. <br /> (c) Exclusive Sigh. <br /> (i) Orange County, at its expense, will design, install and maintain signage <br /> in the Facility recognizing TOA as the naming sponsor of the concession/restroom <br /> building. Tile concession/restroom building signs will be on two sides of the building, <br /> not to exceed 32 square feet each, Tile designation "Triangle Orthopaedics" will be the <br /> prominent feature. There will be no other sponsor signage on the Facility, and TOA will <br /> be the only entity displayed or named thereon. The design of artwork for this sign will be <br /> communicated to TOA for their approval prior to construction, which approval shall not <br /> be unreasonably withheld. Orange County shall use best efforts to see that permanent <br /> signage is not modified, covered, or digitally manipulated in visual images without the <br /> prior written approval of TOA. <br /> (ii) Orange County may own, or lease, and operate one or more mobile <br /> concession stands/carts at the Facility and at other locations of Orange County Parks and <br /> Recreation locations. Orange County, at its expense, will design, install and maintain <br /> signage on each of said carts recognizing TOA as the naming sponsor of said carts, the <br /> design of said signage to be subject to the prior written approval of TOA. Said carts and <br /> signage are to be maintained in good Condition and utilized oil a regular basis at the <br /> facility and other Orange County locations. <br /> 2 <br /> 'rRii\900856v2 <br />