5.A1 Operations & Management Agreement

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d. That this Management Agreement, when properly executed by both parties, shall constitute a valid and binding agreement, enforceable by Owner in accordance with its terms. e. That neither the execution and delivery of this Agreement by Manager nor Manager's performance of any obligation hereunder constitutes a violation of any law, ruling, regulation, or order to which Manager is subject. SECTION 14 EVENTS OF DEFAULT; REMEDIES 15.1 In the event that either party hereto shall materially breach, violate or fail fully to perform any term or provision contained in this Management Agreement, the non-breaching party may, upon thirty (30) days written notice (five (5) days written notice with respect to Owner's obligation to fund payroll expenses in accordance with Section 7.6 herein) thereof, terminate this Management Agreement: Provided, however, that the defaulting party shall have the right and opportunity to cure the default within said thirty (30) day period (five (5) days with respect to Owner's obligation to fund payroll expenses in accordance with Section 7.6 herein), or, if such breach, violation or non-performance cannot be cured within a thirty (30) day period (five (5) days with respect to Owner's obligation to fund payroll expenses in accordance with Section 7.6 herein), to begin diligently to effect such cure during such period. In the event that such breach, violation or non-performance is not cured with said thirty (30) day period (or as to defaults not curable within thirty (30) days (five (5) days with respect to Owner's obligation to fund payroll expenses in accordance with Section 7.6 herein), diligent efforts to effect a cure during such thirty day period have not begun), then, this Management Agreement shall terminate upon the expiration of such period and the non- breaching party shall thereupon have the right to exercise such additional rights or remedies as it may have bylaw. 15.2 If Manager, or any officer or corporate-level employee of Manager, shall commit any act of fraud, theft or dishonesty against Owner or against the Golf Course. 15.3 If Manager shall be deemed insolvent or shall file a petition seeking protection from creditors under any bankruptcy or insolvency laws. 15.4 Rights Cumulative; No Waiver. No right or remedy herein conferred upon or reserved to either parties hereto is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given hereunder, or now or hereafter legally existing upon the occurrence of an Event of Default hereunder. The failure of either party hereto to insist any time upon the strict observance or performance of any of the provisions of this Agreement or to exercise any right or remedy as provided in this Agreement, shall not impair any such right or remedy or be construed as a waiver or relinquishment thereof with respect to subsequent -23-