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Premises attached hereto as Exhibit A, to Licensee for the purpose of Licensee's <br />continued operation of the existing golf course thereon. <br />NOW, THEREFORE, for good and valuable consideration, the receipt and <br />sufficiency of which are hereby acknowledged, the Parties agree as follows: <br />1. License. Licensor grants to Licensee a license to enter upon and use the <br />Licensed Premises for the purposes and subject to the terms and conditions set forth in <br />this Agreement. This grant of license is not a lease and shall not constitute a grant of any <br />property rights. <br />2. Term. The term of this Agreement shall be ten (10) years, commencing as <br />of the date of this Agreement and ending ten (10) years thereafter ("Term"), unless earlier <br />terminated pursuant to the terms hereof. Upon Licensor's determination that (i) it will <br />obtain all governmental approvals and permits for the Site Work within ninety (90) days, <br />and (ii) Licensor's determination that it is ready to commence the Site Work upon receipt <br />of those approvals and permits, Licensor shall have the right, in its sole discretion, <br />without cause, to terminate this Agreement prior to the end of the Term, upon not less <br />than ninety (90) days' written notice to Licensee. Licensee acknowledges and agrees that <br />Licensee is not entitled to receive any compensation as a result of Licensor's termination <br />of this Agreement. <br />3. License Fee. The annual license fee shall be One Dollar ($1.00) per year <br />(the "License Fee"). The License Fee shall be due and payable on the date of this <br />Agreement and each anniversary thereof, payable to Licensor at the address shown in <br />Section 22 or such other place as Licensor may designate in writing. <br />4. No Security Deposit. No security deposit shall be required in connection <br />with this Agreement. <br />5. Use. Absent the written consent of Licensor, Licensee is permitted to use <br />the Licensed Premises solely and exclusively for the purposes of the operation of the <br />Marina Course and associated community and athletic events thereon ("Permitted Use"). <br />Licensor shall have complete discretion to grant or withhold consent to any request by <br />Licensee to use the Licensed Premises for any use which is not a Permitted Use, and <br />Licensor may condition any such consent to compliance with such conditions as Licensor <br />in its sole discretion finds appropriate. <br />6. Compliance with Laws. Licensee shall comply with all state, federal and <br />local laws, ordinances, rules and regulations applicable to the use and maintenance of the <br />Licensed Premises, including without limitation, all Environmental Laws (as defined in <br />the PSA). <br />7. Expenses. Licensee shall be responsible for any and all expenses <br />associated with Licensee's use of the Licensed Premises. <br />5089122.3 2 <br />