SANTA ANA GOLF, LLC (COURSECO, INC.)

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to this Agreement and/or the Facility, either pursuant to this Agreement or otherwise, may be subject to disclosure pursuant to the California Public Records Act (Government Code § 6250 et seq.) as now in force or hereafter amended, or any act in substitution thereof, or otherwise made available to the public. Contractor hereby agrees to notify City within 10 days of any claim that a requested records is not a public record or that the same is a trade secret, or confidential, or not subject to inspection by the public. ARTICLE 8 -TERMINATION RIGHTS 8.1 Termination by City. City shall have the right to terminate this Agreement upon the occurrence of any one of the following events: (a) Contractor fails to keep, observe or perform any material covenant, agreement, term or provision of this Agreement to be kept, observed or performed by Contractor including, without limitation, Contractor's failure to maintain, market, and promote the Facility in the manner required by this Agreement, and such default continues for a period of thirty(30) days after written notice of such default by City to Contractor; or (b) Contractor's (i)application for, consent to, or suffering of,the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii)making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); (v) suffering or permitting to continue unstayed and in effect for thirty (30) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Contractor's assets or of Contractor's interests hereunder; or (vi) is formally charged with, or is convicted of, any criminal act or commits any act of fraud. (c) City's right to terminate this Agreement pursuant to this Section 8.1 shall be exercised upon thirty (30) days' additional written notice to Contractor given at any time after the applicable grace period has expired. City's termination notice shall specify the effective date of such termination, which date shall not be more than sixty (60) days after the date of City's termination notice. (d) Should the Facility operate at a negative Net Operating Income for two (2) or more consecutive Operating Years, City many terminate this Agreement upon written notice of such termination specifying the effective date of such termination, which shall not be less than sixty(60) days after the date of any such termination notice. (e) Notwithstanding anything else herein to the contrary, the parties agree that should this Agreement be terminated pursuant to Section 5.6 (City Council Appropriation), City must provide Contractor with written notice of such termination specifying the effective date of such termination, which shall not be less than ninety (90) days after the date of any such termination notice, and certifying that no golf course operation or activities will be conducted at the Facility for at least six (6) months after any such termination. -20-