5.A1 Operations & Management Agreement

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b. If Owner sells the Golf Course, or all of the equity interests of Owner therein are transferred to a third party not affiliated with Owner, this Agreement shall terminate upon the sale or closing of the Golf Course, or the equity interests therein, by Owner provided that Owner provides Manager with written notice of the pending sale at least sixty (60) days in advance of the sale or transfer date. c. If the Golf Course is taken in its entirety in a condemnation proceeding or a substantial portion of the Golf Course is taken such that Owner determines in its reasonable judgment that the Golf Course can no longer be operated. Any termination under this clause shall be effective sixty (60) days after receipt by Manager of written notice of Owner's election to so terminate. d. If the Manager fails to keep a positive cash balance in any or all of the Operating Accounts. e. This Agreement is terminated in accordance with the terms of this Agreement. 16.5 Notice and Payments to Manager. Upon an Event of Termination. Manager shall cooperate with Owner to effect an orderly transition or an orderly closing of the Golf Course. Owner shall be obligated to make payments as follows: a. Funding for all payroll expenses and any and all other operating expenses for which Owner normally would be responsible under this Agreement; b. Reimbursement for payroll expenses and any and all other budgeted and approved expenses for which Manager normally would be entitled to reimbursement under this Agreement; c. Payment of any and all installments of the Monthly Management Fee (as hereinafter defined) and any Project Management Fee (as hereinafter defined) and payment of the Incentive Management Fee (as hereinafter defined) due and payable up to the date of termination; d. Reimbursement of any travel, lodging or other expenses for which Manager normally would be entitled to reimbursement under this Agreement. All such payments shall be made by Owner on or before the date of termination or within twenty (20) days of receipt of an invoice for the same for expenses incurred in the two (2) month period prior to the date of termination. e. A lump sum payment to Manager (the "Termination Fee") in the event that Owner terminates under any of the provisions of Section 6.3 or Sections 6.4 a, b, or c. The Termination Fee shall not be payable if Owner terminates this Agreement under the provisions of Section 6.4 d (Failure to maintain positive cash balances). The Termination Fee shall be payable immediately, on or before the actual date of termination. The amount of the Termination Fee shall vary over time as follows: -25-