Page 34 - Ocean Bay Club Management Proposal

B. By the MANAGER: Failure by the Manager to substantially perform its duties and obligations under this
Agreement for a continuous period of thirty (30) days after written notice of default from the Association, specifying
the default complained of, shall be grounds for the Association’s termination of this Agreement.

VIII. BINDING AGREEMENT: This Agreement shall be binding on, and for the benefit of the Parties hereto and
their respective heirs, successors and assigns. This Agreement shall be governed by, interpreted under and enforced
in accord with the law of the State of South Carolina. This is the entire agreement between the Parties and may not
be modified except in writing signed by both Parties. No waiver of any breach of any obligation or promise contained
herein shall be regarded as a waiver of any future breach of the same or any other obligation or promise. The invalidity
of one or more provisions of this Agreement shall not affect the validity of any other provisions hereof and this
Agreement shall be construed and enforced as if such invalid provisions were not included.

IX. CONSENT TO JURISDICTION AND WAIVER OF RIGHT TO A JURY TRIAL: This Agreement shall
be governed by, construed, and enforced in accordance with the laws of the State of South Carolina. The Parties agree
that the courts of South Carolina shall have the sole and exclusive authority over any matter arising from the
interpretation, effect, or operation of this Agreement, and with regard to all matters associated with this Agreement,
regardless of the residence of any Party. The Parties consent to venue in Horry County, South Carolina and waive
any rights they may have to assert jurisdiction of venue on any other court, administrative forum, or other adjudicative
body. In the event either Party commences a legal action, naming the other Party to a legal action, neither Party shall
seek, at any time, a jury trial on any matters relating, directly or indirectly, to this Agreement.

X. FORCE MAJEURE: For the purposes of this Agreement, “Force Majeure” shall mean Acts of God, war, civil
commotion, riots, strikes, picketing or other labor disputes, unavailability of labor materials, terrorism, damage to
work in progress by reason of fire or other casualty, or any cause beyond the reasonable control of Manager. In the
event of a Force Majeure, the time for performance under this Agreement shall be appropriately extended by the
amount of the delay actually so caused.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized
Officers to be effective on the day and year first above written.

WITNESS: Association: Ocean Bay Club

By:

Its:

M a n a g e r : T r a d d M a n a g e m e n t , L L C

B y :

I t s :

6 Association _____ Manager _____