5.A1 Operations & Management Agreement

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SECTION 6 OPERATIONS; ANNUAL BUSINESS PLAN & BUDGET; RESPONSIBILITY FOR OPERATING EXPENSES 6.1 Operations. Manager shall be responsible for conducting the day-to-day operations and management of the Golf Course in accordance with the Annual Operating Budget approved by Owner and in accordance with the terms of this Agreement. Manager shall have assumed responsibility for the operation and management of the Golf Course as of 12:01 a.m. on the Commencement Date. 6.2 Annual Business Plans and Annual Operating Budgets. Within sixty (60) days after the Commencement Date with respect to the initial calendar year of operations and on or before November 1 of each succeeding calendar year of operations, Manager shall prepare and submit to Owner for approval a proposed annual business plan for the operation and maintenance of the Golf Course (the "Annual Business Plan"). The proposed Annual Business Plan shall include aline-by-line annual budget substantially in the form of that attached hereto as Exhibit "C" (the "Annual Operating Budget''). Within thirty (30) days after the receipt of each proposed Annual Business Plan (which shall include the Annual Operating Budget) Owner shall be responsible for reviewing and approving the same or revising the same in consultation with Manager. Owner shall have final approval over the Annual Business Plan and Annual Operating Budget and, once approved by Owner, the new approved Annual Business Plan and Annual Operating Budget shall replace all prior Annual Business Plans and Annual Operating Budgets. Pending Owner approval of the Annual Business Plan and Annual Operating Budget, from and after January 1 of the applicable calendar year, Manager shall be authorized to operate and manage the Golf Course in accordance with the proposed Annual Business Plan and Annual Operating Budget for that year. Owner acknowledges that the financial and operational performance of the Golf Course could be affected by circumstances or events beyond Manager's control and Manager shall not be deemed to have made any guarantee, warranty or representation whatsoever with respect to or in connection with the Annual Business Plan or Annual Operating Budget. Under no circumstances shall Owner have any claim or cause of action against Manager in the event that the goals, targets and benchmarks established in the Annual Business Plan and Annual Operating Budget are not met or achieved. From time to time Manager may consider it advisable to propose changes to the currently approved Annual Business Plan or Annual Operating Budget. In that event, Manager shall discuss the proposed changes with Owner, and Owner shall make the final determination as to what changes, if any, shall be made. Any such changes, once approved by Owner, shall be deemed to be included in the currently approved Annual Business Plan and Annual Operating Budget. -10-