Management Agreement American Golf Corp Monarch Bay

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DocuSign Envelope ID: 3C2D3BBB-9622-434A-9243-AF02B243E3A3 Termination Date; and (iii) any other receivables of Lessee with respect to the Golf Courses which, as of the Termination Date, are payable or past due Prorations. All ordinary and customary revenue and expense items relating to the operation and management of the Golf Courses shall be prorated as of the Termination Date. For purposes of calculating prorations, Lessee shall be entitled to the income from the Golf Courses and responsible for the expenses of the Golf Courses for the entire day of the Termination Date. For the avoidance of doubt, notwithstanding any provision of the Management Agreement to the contrary, Lessee shall be entitled to retain (i) all revenue from the sale of goods existing at the Golf Courses as of the Termination Date except prepaid goods, if any; and (ii) outstanding reimbursements due to AGC from the City's Golf Capital Improvement Fund. All prepaid utility charges, rent, and prepaid expenses, including, but not limited to, membership dues, prepaid greens fees, charges, fees, locker rentals, bag storage charges, and all other income and expense items which arose by virtue of the operation of the Golf Courses shall be prorated as of the Termination Date. All deposits for golf tournaments, private parties, banquets, and all current gift certificates or rain checks which are issued but not redeemed prior to the Termination Date, and deposits held by Lessee from other events that occur after the Termination Date shall be credited to Lessor. The Parties shall use reasonable efforts to agree upon a final proration statement and paying any amount by June 30, 2020. The obligations of Lessor and Lessee under this Section 3 shall survive the Termination Date for a period of one hundred twenty (120) days. Lessor and Lessee agree to cooperate and use their best efforts to make any required adjustment or reconciliation on the proration of income and expenses not later than one hundred twenty (120) days after the Termination Date (which cooperation may include permitting reasonable inspections of Lessor or Lessee's books and records). Licenses and Permits. If required and allowed by law, Lessee shall transfer or assign to Lessor, on or before thirty (30) days after the Termination Date, any and all licenses or permits held by Lessee related to the Golf Courses, excluding any and all operating permits which are required to be retained by Lessee under the terms of the Management Agreement. Transition. Notwithstanding anything to the contrary contained herein, Lessor and Lessee agree to use commercially reasonable efforts and take such actions as are reasonably necessary after the Termination Date to assist the other party in the transition of the Golf Courses from the Lease to a Management Agreement. Liabilities. Except as otherwise stated in the Management Agreement, it is expressly agreed and recognized that (i) Lessor does not assume any responsibility or liability whatsoever for any commitments, obligations, or debts made or incurred by Lessee or its predecessors arising from the leasehold ownership and operation of the Golf Courses on or prior to the Termination Date, regardless of whether fixed, accrued, or contingent, and (ii) Lessee will continue to be liable for the performance of its obligations arising prior to the Termination Date with respect to its Exhibit C — Form of Lease Termination Agreement June 1, 2020 City of San Leandro and American Golf Corporation Page 2 of 4