Common use of MAINTENANCE, REPAIR AND OPERATIONS Clause in Contracts

MAINTENANCE, REPAIR AND OPERATIONS. Subject to the following provisions of this Article IX, Owner shall, at Owner’s sole cost and expense, (a) operate, maintain, repair and replace the Golf Courses, and every portion thereof, including, without limitation, undertaking and performing capital improvements, in each case (i) in a manner substantially consistent with the prior operating history of the Golf Courses and/or applicable portion thereof, and (ii) in conformity in all material respects with all Legal Requirements, and (b) be responsible for all taxes, utilities, and other costs of ownership of the Golf Courses. Except to the extent necessary during restoration after a Casualty Event, Taking or Condemnation, or necessary or appropriate for purposes of performing maintenance and repairs and/or renovations in Owner’s (and only Owner’s) business judgment, Owner shall keep the Golf Courses continuously open for business and operating in the ordinary course. In the event that a Golf Course closes as a result of any restoration or renovation, User’s obligation to pay each of the Golf Course Use Payments and all Additional Charges required by this Agreement shall remain unabated during the period that such Golf Course is closed; except, however, if such Golf Course remains closed for six (6) consecutive calendar months, then, during the period commencing on the day immediately after the expiration of such six (6)-month period and ending on the day immediately preceding the date on which such Golf Course reopens, User shall not be required to (i) sponsor any portion of the Aggregate Minimum Rounds Per Month and/or Aggregate Minimum Rounds Per Year that would have been attributable to such Golf Course for such period had such Golf Course not been closed during such period, or (ii) pay any portion of the Monthly Minimum Rounds Fee and/or Annual Minimum Rounds Fee that would have been attributable to such Golf Course for such period had such Golf Course not been closed during such period. Notwithstanding anything to the contrary contained herein, (A) to the extent not paid in full on or before the Commencement Date, User shall pay (or cause to be paid) in full all costs and expenses for completing those capital improvements for the Golf Courses (notwithstanding the amounts provided for on Exhibit F attached hereto) that have either (1) commenced on or before the Commencement Date or (2) been approved by User as of the Commencement Date (collectively, the “Approved Capital Improvements”), which Approved Capital Improvements are more particularly described on Exhibit F attached hereto, promptly following User’s receipt of an invoice for the same, and (B) to the extent not complete on or before the date hereof, User shall diligently prosecute completion of the Approved Capital Improvements. User hereby represents and warrants to Owner that, as of the Commencement Date, User paid One Million Eight Hundred Ninety-Two Thousand Eight Hundred Thirty-Nine and 36/100 Dollars ($1,892,839.36) with respect to the Approved Capital Improvements.

MAINTENANCE, REPAIR AND OPERATIONS. Subject to the following provisions of this Article IX, Owner shall, at Owner’s sole cost and expense, (a) operate, maintain, repair and replace the Golf Courses, and every portion thereof, including, without limitation, undertaking and performing capital improvements, in each case (i) in a manner substantially consistent with the prior operating history of the Golf Courses and/or applicable portion thereof, and (ii) in conformity in all material respects with all Legal Requirements, and (b) be responsible for all taxes, utilities, and other costs of ownership of the Golf Courses. Except to the extent necessary during restoration after a Casualty Event, Taking or Condemnation, or necessary or appropriate for purposes of performing maintenance and repairs and/or renovations in Owner’s (and only Owner’s) business judgment, Owner shall keep the Golf Courses continuously open for business and operating in the ordinary course. In the event that a Golf Course closes as a result of any restoration or renovation, User’s obligation to pay each of the Golf Course Use Payments and all Additional Charges required by this Agreement shall remain unabated during the period that such Golf Course is closed; except, however, if such Golf Course remains closed for six (6) consecutive calendar months, then, during the period commencing on the day immediately after the expiration of such six (6)-month 6-month period and ending on the day immediately preceding the date on which such Golf Course reopens, User shall not be required to (i) sponsor any portion of the Aggregate Minimum Rounds Per Month and/or Aggregate Minimum Rounds Per Year that would have been attributable to such Golf Course for such period had such Golf Course not been closed during such period, or (ii) pay any portion of the Monthly Minimum Rounds Fee and/or Annual Minimum Rounds Fee that would have been attributable to such Golf Course for such period had such Golf Course not been closed during such period. Notwithstanding anything to the contrary contained herein, (A) to the extent not paid in full on or before the Commencement Datedate hereof, User shall pay (or cause to be paid) in full all costs and expenses for completing those capital improvements for the Golf Courses (notwithstanding the amounts provided for on Exhibit F attached hereto) that have either (1) commenced on or before the Commencement Date date hereof or (2) been approved by User as of the Commencement Date date hereof (collectively, the “Approved Capital Improvements”), which Approved Capital Improvements are more particularly described on Exhibit F attached hereto, promptly following User’s receipt of an invoice for the same, and (B) to the extent not complete on or before the date hereof, User shall diligently prosecute completion of the Approved Capital Improvements. User hereby represents and warrants to Owner that, as of the Commencement Datedate hereof, User has paid One Million Eight Hundred Ninety-Two Thousand Eight Hundred Thirty-Nine and 36/100 Dollars ($1,892,839.36) 1,892,839.36 with respect to the Approved Capital Improvements.