SANTA ANA GOLF, LLC (COURSECO, INC.)

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allotted;provided that within such grace period the alleged party in default shall have given notice of its intent to cure, has commenced to cure such default, and is proceeding to complete the cure in good faith and with reasonable diligence. 8.4 Effect of Termination. In the event the defaulting party fails to cure any default of this Agreement within the applicable cure period,the other party may terminate this Agreement upon ten (10) days' written notice to the defaulting party (unless the default is stated to be not curable, in which case no such prior written notice shall be required. If City terminates this Agreement pursuant to this Section or pursuant to any other provision of this Agreement,or if this Agreement terminates by its terms, City shall have the following rights: • to take sole possession of the Operating Bank Account; • to take sole possession of all Facilities, including all equipment and materials; • to take assignment of any licenses, leases, contracts and other agreements; * to pursue any and all other appropriate civil and criminal remedies; • to collect from Contractor any and all monies owing City under this Agreement through the date of termination; • to take any and all other reasonable actions to facilitate the transition of management of the Golf Course from Contractor to City or City's designee; and • Termination by the City pursuant to this section shall in no way relieve Contractor's obligation to defend and indemnify the City, as set forth in section Article 4. If Contractor terminates this Agreement pursuant to this Section, Contractor shall have the right to collect from City any and all monies owing Contractor under this Agreement. Regardless of who terminates this Agreement, upon any such termination Contractor agrees to reasonably cooperate, but without material cost to Contractor, with City in connection with any all of the foregoing termination rights and also the termination procedures set forth in Article 8 in order to ensure a smooth management transition. Upon termination of this Agreement: • Contractor shall deliver to City all records and information related to tournaments, banquets and other events booked at the Golf Course for the Contract Transition Period or any time thereafter. * Contractor shall deliver to City current copies of all contracts, permits and licenses affecting Golf Course operations, including without limitation, leases for golf carts and other Golf Course equipment. • All real and personal property that is currently located at the Golf Course, together with any real or personal property purchased or leased in accordance with the Direct Cost Budget or otherwise with City funds is and shall remain the property of City. Contractor shall transfer possession of the Golf Course, Facilities,Furnishings and Equipment, supplies, software, databases, books, records and materials purchased, prepared or maintained under this Agreement to City or as City shall direct. * Contractor shall transfer all keys, convey all alarm codes and vacate the Golf Course. -22-