5.A1 Operations & Management Agreement

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defaults. Every right and remedy given by this Agreement to the parties hereof may be exercised from time to time and as often as may be deemed expedient by the parties hereto, as the case maybe. Provided, however, neither party shall have the right to seek punitive or consequential damages of any type of nature. SECTION 15 TERM AND TERMINATION 16.1 Term. The term of this Agreement shall be three (3) years. The services of Manager shall commence on January 1, 2010, and shall terminate December 31, 2012, unless terminated sooner as provided herein. It is the intent of Owner and Manager that nothing in this Section affecting the term of this Agreement is intended to be contrary to or interfere with any Internal Revenue regulations as the same may be applicable to the tax- exempt status of bonds issued by Owner to finance or refinance the construction of the Golf Course. 16.2 Right to Terminate. Manager acknowledges and agrees that in order to permit Owner to comply with Section 141 of the Internal Revenue Code of 1986, as amended (the "Code"), Owner has an absolute right to terminate this Agreement for any reason and without cause on the third (3rd) anniversary of the Commencement Date by giving thirty (30) days written notice to Manager: In the event that said notice is not given by Owner to Manager, this Agreement shall be extended automatically for an additional term of two (2) years under the same terms and conditions as herein. It is the intent of Owner and Manager that nothing in this Section affecting the term of this Agreement is intended to be contrary to or interfere with any regulations, the interpretation of which shall jeopardize the tax-exempt status of the bonds issued by Owner to finance or refinance the construction of the Golf Course. 16.3 One Time Option to Cancel. Owner shall have aone-time option to cancel this Management Agreement without cause at the end of the first year. If Owner elects to exercise this option, Owner shall provide written notice of its election to cancel to Manager on or before December 1, 2010. 16.4 Event of Termination. This Agreement shall terminate upon the occurrence of any of the following events (an "Event of Termination"): a. If Owner makes a decision, for whatever reason, to close the Golf Course permanently or for a continuous period of nine (9) continuous months (except to carry out capital improvements or to recover from a natural disaster), this Agreement shall terminate upon the closure or cessation of operations of the Golf Course or Golf Course by Owner, provided that Owner provides Manager with written notice of the pending sale at least sixty (60) days in advance of the closing date. -24-