SANTA ANA GOLF, LLC (COURSECO, INC.)

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(f) In the event City and District are unsuccessful in executing the operationally necessary lease agreement referenced in the recitals of this Agreement, City may terminate this Agreement pursuant to the procedures set forth in this section. Contractor shall be compensated for any and all services rendered prior to such termination date at its monthly rate set forth in Article S. 8.2 Termination by Contractor. Contractor shall have the right to terminate this Agreement upon the occurrence of any one of the following events: (a) City fails to provide fiends to be deposited in the Operating Account in accordance with Article 6 of this Agreement, and such failure shall continue for a period of thirty (30) days after written notice by Contractor requesting that such funds be so provided; or (b) City fails to keep, observe, or perform any other material covenant, agreement, term, or provision of this Agreement to be kept, observed or performed by City, and such default continues for a period of thirty(30) days after notice of such default by Contractor to City; or (i) City applies for or consents to the appointment of a receiver, trustee or liquidator of City or of all or a substantial part of its assets; (ii) City files a voluntary petition in bankruptcy or commences a proceeding seeking reorganization, liquidation, or an arrangement with creditors; (iii) City files an answer admitting the material allegations of a bankruptcy petition, reorganization proceeding, or insolvency proceeding filed against City; (iv) City admits in writing its inability to pay its debts as they come due; (v) City makes a general assignment for the benefit of creditors; or (vi) an order, judgment or decree is entered by a court of competent jurisdiction, on the application of a creditor, adjudicating City a bankrupt or insolvent or approving a petition seeking reorganization of City or appointing a receiver, trustee or liquidator of City or of all or a substantial part of the assets of City, and such order, judgment or decree continues unstayed and in effect for any period of sixty (60) consecutive days; Contractor's right to terminate this Agreement pursuant to this Section shall be exercised upon written notice to City given at any time after the applicable grace period has expired, Contractor's termination notice shall specify the effective date of such termination. which date shall not be less than thirty (30) days or more than sixty (60) days after the date of Contractor's termination notice. 8.3 Curing Defaults. Any default by Contractor or City under the provisions of Article 8,as the case may be,which is susceptible of being cured shall not constitute a basis for termination of this Agreement if the nature of such default shall not permit it to be cured within the grace period -21-