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ii. Failure by Primary Sponsor to deliver the contributions provided for in Article III <br />hereof. The Opt -out fee provided for in Article V(2)(a) hereof, or any required <br />payment as set forth herein; <br />iii. Any crime by Primary Sponsor or any principal or owner of Primary Sponsor that <br />causes Primary Sponsor to come into disrepute in the greater Elk River Area; <br />iv. Occurrence of insolvency or bankruptcy of Primary Sponsor, or upon the general <br />assignment by Primary Sponsor for the benefit of creditors, or upon the consent <br />of Primary Sponsor to the appointment of a receiver, trustee, or liquidator of all <br />or substantially all its property; or <br />v. Occurrence of a Transfer Event which City has not consented to, as provided in <br />Article VII of this Agreement. <br />d. "Good cause" for Primary Sponsor to terminate includes, but is not limited to, the <br />following: <br />Any material breach of the terms, conditions, and obligations of this <br />Agreement by City; <br />3. Removal of Signs, Logos, and Marks. Upon termination or expiration of this Agreement, <br />City shall have the right to remove all signs, logos, and marks in all locations throughout the <br />Facility at no cost to the primary sponsor. <br />4. First Right of Renewal. <br />a. Primary Sponsor shall have the first right to renew this Agreement beyond the <br />Expiration Date by delivering written notice of its desire to do so at least one year <br />before the Expiration Date. <br />b. If Primary Sponsor provides notice of its desire to renew the Agreement, the parties <br />will enter into a good faith negotiation to renew the Agreement on terms acceptable to <br />both parties. All the terms of the Agreement shall be subject to negotiation. <br />If terms to a new Agreement are not agreed to six (6) months before the Expiration <br />Date, the parties may, at their option, continue negotiations, but City shall have the <br />right to negotiate with third parties for a new Naming Rights Agreement and doing so <br />will not constitute bad faith. <br />d. This First Right of Renewal does not obligate either party to agree to a renewed <br />agreement, nor to agree to any particular terms of a new agreement. The intent of this <br />Article V, Section 4, is simply to provide a minimum six-month (6-month) period <br />during which Primary Sponsor shall have the exclusive right to negotiate with City to <br />renew this Agreement. <br />Page 100 of 273 <br />