5.A1 Operations & Management Agreement

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22.1 Sign Approvals. The placement of any and all signage, either temporary or permanent, at the Golf Course, including, but not limited to the Food and Beverage Services Areas, shall be subject to the prior written approval of the Owner. SECTION 23 PARKTN(; 23.1 Use of Property. Manager shall, during the term of this Management Agreement, maintain the Parking Lots at the Golf Course, and pay such expenses from the Operating Account. 23.2 Snow Removal. Manager shall remove snow from the Parking Lots as it deems necessary. 23.3 Employee Parking. Manager shall assign employee parking spaces so as to afford maximum access to customers and to insure sufficient and convenient parking for daily patrons and participants in special events. In general, it is expected that Manager's employees shall use spaces farthest from the Clubhouse. Manager shall encourage employees to park in the parking area adjacent to the Maintenance Facility. SECTION 24 ADVERTISING 24.1 Manager Marketing Responsibilities on Behalf of Owner. Manager shall cooperate with Owner's developer of the Blackthorn Corporate Park in the advertising and marketing of the Golf Course in connection with the development of Blackthorn Corporate Park. Manager, on behalf of Owner, shall market and advertise the Golf Course only in a manner that is consistent with the Owner's goals for the development of the Blackthorn Corporate Park. 24.2 Owner's Approval Required. Manager shall not advertise or allow advertising in any manner or form, on or about the Golf Course, including but not limited to advertising on golf cart panels, except with the prior written approval of Owner. SECTION 25 ASSIGNMENT 25.1 Assignment. Except as otherwise provided herein, neither party hereto may assign, either wholly or in part, any of its rights or obligations under this Agreement to any other natural person or legal entity without the prior written consent of the other -31-