under this Agreement by any federal, state or local governmental authority shall be borne by Sponsor and shall not be deducted from the payments due hereunder. c. In no event shall Sponsor be permitted to set off any amounts SDBF may owe to Sponsor under this Agreement or otherwise. d. Forms of payment accepted are corporate check, cashier's check and wire transfer only. 4. Approval by Noteholders. If the Annual Payment set forth in the Agreement Summary for any year during the Term is more than $500,000, a condition precedent to all obligations herein, except for those obligations contained in this Section 4 and in Sections 11-26, shall be the approval of this Agreement by the requisite vote of the Noteholders. In the event such approval is not obtained by twenty (20) days after the date hereof, SDBF shall give Sponsor prompt written notice thereof, and this Agreement shall be of no further force and effect. 5. Responsibility for Materials; Advertising Copy. a.SDBF shall be responsible, at its sole cost and expense, for (i) the initial installation, on or before the beginning of the Term, unless otherwise stated in the Agreement Summary, of the advertising copy in or on any signage to be furnished hereunder (the "Signage"), (ii) maintaining the fixed panel structures and (if applicable) the lighting system for the Signage and (iii) furnishing any fan giveaway items to be furnished hereunder (the "Promotional Items") (subject to any limitations with respect thereto as set forth in the Agreement Summary or agreed to by the parties) and any promotional materials prepared by SDBF with respect to the Promotional Items. Sponsorship Agreement- Renewal Sponsor General Provisions Page 2 b. Sponsor shall be responsible, at its sole cost and expense, for (i) the design, production and preparation of all advertising copy and