5.A1 Operations & Management Agreement

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1. With the cooperation of Owner as necessary, use all commercially reasonable efforts to insure that all Golf Course facilities and Golf Course operations conform to the requirements of local, county, state and/or federal regulations, licenses, orders, permits and similar requirements. m. With the cooperation of Owner as necessary, use all commercially reasonable efforts to insure that licenses and permits necessary to support the operation and maintenance of the Golf Course are kept current and in good standing. n. With the cooperation of Owner as necessary, use all commercially reasonable efforts to insure that tax reporting and payment obligations relating to the day-to- day operation of the Golf Course are satisfied in a complete, accurate and timely manner (provided that Manager shall have no responsibility for the tax compliance and reporting obligation of Owner or any of its affiliated entities). o. With the cooperation of Owner as necessary, use all commercially reasonable efforts to monitor the Golf Course' facilities for situations that are, in Manager's professional judgment, potentially unsafe or potentially hazardous and if such situations are determined to be present, take appropriate steps to remedy the situation in acost-effective manner. Manager shall notify Owner immediately of any situations that are, in Manager's professional judgment, potentially unsafe or potentially hazardous and the remedial actions that Manager believes are necessary. 7.2 Financial and Banking Matters. Owner shall establish or designate the Operating Account. Funds in the Operating Account shall not be combined with any other accounts of Manager, and Golf Course funds shall not be co-mingled with any funds of Manager. Manager, for benefit of Owner, shall provide centralized accounting services and financial management functions, which shall be provided from Manager's golf operations accounting office in Palm Beach Gardens, Florida. Manager shall provide for adequate controls, policies and procedures to safeguard cash, inventories and all other tangible assets of the Golf Course. Manager's responsibilities in this regard shall include, but may not necessarily be limited to, the following: a. Collect and promptly deposit into the Operating Accounts all revenue from Golf Course operations. b. Pay all Golf Course expenses so long as they are included in the Annual Operating Budget or otherwise approved in writing by Owner. Manager shall provide appropriate oversight over Golf Course expenditures, including review of all invoices, periodic reviews of purchase orders, delivery tickets, payroll reports and other records of Golf Course expenditures. Amounts due to Manager as fees or reimbursable expenses must be approved by Owner prior to each payment. Consulting fees shall be paid as provided in paragraph 18.5 herein. c. Make distributions of excess cash to Owner as Owner may direct. -14-