Use these links to rapidly review the documentExhibit 10.10 TABLE OF CONTENTS

Exhibit 10.10

LOAN
AGREEMENT

between

GOLF
HOST RESORTS, INC.

"Borrower"

and

GOLF
TRUST OF AMERICA, L.P.

"Lender"

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TABLE OF CONTENTS



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EXHIBITS:

|EXHIBIT A |  | LEGAL DESCRIPTION OF INNISBROOK PREMISES                            
|--------- |  | --------------------------------------------------------------------
|EXHIBIT B |  | LEGAL DESCRIPTION OF TAMARRON PREMISES                              
|EXHIBIT C |  | CALCULATION OF NET OPERATING INCOME                                 
|EXHIBIT D |  | CALCULATION OF GROSS REVENUE DURING BASE YEAR                       
|EXHIBIT E |  | BUDGET                                                              
|EXHIBIT F |  | DESCRIPTION OF PROPOSED SANDPIPER AND HOTEL COMMON AREA IMPROVEMENTS
|EXHIBIT G |  | DISBURSEMENT PROCEDURES                                             
|EXHIBIT H |  | OPINION OF BORROWER'S COUNSEL                                       
|EXHIBIT I |  | FORM OF PLEDGE AGREEMENT                                            
|EXHIBIT J |  | FORM OF NOTE                                                        
|EXHIBIT K |  | FORM OF SECURITIES PURCHASE AGREEMENT                               
|EXHIBIT L |  | FORM OF SECURITY AGREEMENT                                          
|EXHIBIT M |  | FORM OF DEED OF TRUST/MORTGAGE                                      
|EXHIBIT N |  | FORM OF GUARANTY                                                    
|EXHIBIT O |  | FORM OF BORROWER'S CLOSING CERTIFICATE                              
|EXHIBIT P |  | FORM OF PARTNERSHIP AGREEMENT                                       
|EXHIBIT Q |  | SPECIFIC CHANGE IN USE PROVISIONS FOR INNISBROOK                    
|EXHIBIT R |  | WARRANTY DISCLOSURE SCHEDULE                                        
|EXHIBIT S |  | PERSONAL PROPERTY SCHEDULE                                          
|EXHIBIT T |  | FAIR MARKET VALUE DETERMINATION PROCEDURES                          
|EXHIBIT U |  | ADDITIONAL COLLATERAL-INNISBROOK PROPERTY                           

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LOAN AGREEMENT

THIS LOAN AGREEMENT(this "Agreement") is made as of
June 20, 1997 by and betweenGOLF HOST RESORTS, INC., a Colorado corporation ("Borrower"),
andGOLF TRUST OF AMERICA, L.P., a Delaware limited partnership ("Lender").

R E C I T A L S

A.    On the Closing Date (as defined below), Borrower will own (i) that certain real property located in the County of
Pinellas, State of Florida described on Exhibit A attached hereto (the "Innisbrook Premises"), together with certain Tangible Personal Property
(as defined below) and Intangible Personal Property (as defined below) associated therewith (collectively with the Innisbrook Premises, the "Innisbrook
Property") and (ii) that certain real property located in the County of La Plata, State of Colorado described on Exhibit B attached hereto (the
"Tamarron Premises"), together with certain Tangible Personal Property and Intangible Personal Property associated therewith (collectively with the
Tamarron Premises, the "Tamarron Property").

B.    Borrower has applied to Lender for the loan described herein for the purpose of (i) purchasing certain Lender's
Shares (as defined below) pursuant to the Securities Purchase Agreement (as defined below) and (ii) acquisition of the Innisbrook Property and the Tamarron Property.

C.    Lender is willing to make the loan described herein, upon the terms and subject to the conditions set forth herein. Each
of the parties acknowledges and agrees that the transaction contemplated hereby creates a creditor/debtor relationship and not that of a landlord/tenant or partnership.

NOW, THEREFORE,in consideration of the covenants and conditions herein contained, the parties hereto agree as follows:

ARTICLE I  DEFINITIONS

1.1Defined Terms.As used herein, the following terms have the respective meanings set forth below:



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1.2Rules of Construction.The following rules shall apply to the construction and interpretation of this
Agreement:



ARTICLE II  THE LOAN

2.1Agreement to Lend and Borrow.Subject to the terms and conditions of this Agreement, Lender agrees to
lend to Borrower, and Borrower agrees to borrow from Lender, up to the Loan Amount. The
Loan proceeds shall be used for (a) the purchase of the Innisbrook Property and the Tamarron Property, (b) payment of the purchase price for the Lender's Shares pursuant to the
Securities Purchase Agreement, (c) in the case of the Tranche II Loan, payment of the Purchase Price for the Contingent Additional OP Units, and (d) subject to the satisfaction of the
conditions set forth in Section 4.2, the development of a nine-hole expansion of the Sandpiper golf course and improvements to the common areas of the Innisbrook Hotel that
constitute a portion of the Innisbrook Property, as more particularly described on Exhibit F hereto. All payments by Borrower to Lender hereunder shall be made to the address specified in the
Notes, or as otherwise specified in writing to Borrower. Loan proceeds shall be disbursed at the following times and in the following amounts:



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The
aggregate principal amount of the Tranche I Loan shall not under any circumstances exceed the Tranche I Loan Amount. The aggregate principal amount of the Tranche II Loan shall not under any
circumstances exceed the Tranche II Loan Amount. Notwithstanding anything in this agreement to the contrary, no further disbursements of the Tranche I Loan shall be made following December 31,
2000.

2.2Evidence of Indebtedness.The Tranche I Loan shall be evidenced by a promissory note in the form of
Exhibit J-1 hereto
("Note A"). Disbursements of the Tranche I Loan shall be charged and funded under Note A. The Tranche II Loan shall be evidenced by a
promissory note in the form of Exhibit J-2 hereto ("Note B"). Disbursements of the Tranche II Loan shall be charged and funded
under Note B. Disbursements of the Additional Interest Amount shall be evidenced by a separate note and shall be charged and funded thereunder.

2.3Tranche I Loan Interest.Borrower will pay to Lender, in lawful money of the United States of America,
Interest until the Tranche I Loan is repaid in full on the outstanding principal
amount of the Tranche I Loan in accordance with the following terms of this Section 2.3. If any payment owing hereunder shall otherwise be due on a day that is not a Business Day, such payment
shall be due on the next succeeding Business Day:



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2.4Tranche II Loan Interest.Borrower will pay to Lender, in lawful money of the United States of America,
Interest until the Tranche II Loan is repaid in full on the outstanding principal
amount of the Tranche II Loan at a rate per annum equal to the Conversion Date Capitalization Rate. If any payment owing under this Section 2.4 shall otherwise be due on a day that is not a
Business Day, such payment shall be due on the next succeeding Business Day.

2.5Additional Charges.In addition to the Base Interest, the Participating Interest and the Tranche II
Interest, (a) Borrower shall also pay and discharge when due and payable
all other amounts, liabilities, obligations and Impositions which Borrower assumes or agrees to pay under this Agreement, including the Capital Replacement Reserve, and (b) in the event of any
failure on the part of Borrower to pay any of those items referred to in clause (a) above, Borrower shall also pay and discharge every fine, penalty, interest and cost which may be added for
non-payment or late payment of such items (the items referred to in clauses (a) and (b) above being referred to herein collectively as the "Additional
Charges"). Except as otherwise provided in this Agreement, all Additional Charges shall become due and payable at the earlier of (i) thirty (30) days after either
Lender or the applicable third party delivers an invoice to Borrower, or (ii) the date of delinquency with respect to Impositions.

2.6Late Payment of Interest.Borrower hereby acknowledges that late payment by Borrower to Lender of Base
Interest, Participating Interest or Additional Charges will cause Lender to incur
costs not contemplated under the terms of this Agreement, the exact amount of which is presently anticipated to be extremely difficult to ascertain. Accordingly, if any installment of Interest shall
not be paid on or before the date such payment is due, Borrower will pay Lender on demand, as Additional Charges, a late charge equal to the lesser of five percent (5%) of such late payment or
$10,000. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Lender will incur by reason of late payment by Borrower and is not a penalty. In addition,
if any installment of Interest or Additional Charges (but only as to those Additional Charges which are payable directly to Lender) shall not be paid within five (5) days after the due date
with respect to Base Interest or Participating Interest or delivery of an invoice to Borrower with respect to the Additional Charge, the amount unpaid shall bear interest, from such due date to the
date of payment thereof, computed at the

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Overdue
Rate on the amount of such installment, and Borrower will pay such interest to Lender as Additional Charges. The acceptance of any late charge or interest shall not constitute a waiver of, nor
excuse or cure, any default under this Agreement, nor prevent Lender from exercising any other rights and remedies available to Lender.

2.7No Deductions.All payments of principal or interest under the Notes shall be made without deduction of
any present or future taxes, levies, imposts, deductions, charges or
withholdings, which amounts shall be paid by Borrower (except as to amounts which are applicable to Lender based on Lender's specific operations and not generally applicable to similarly situated
lenders). Borrower will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by the Notes. If Borrower shall be required
by law to deduct any such amounts from or in respect of any principal or interest payment under the Notes, then (a) the sum payable to Lender shall be increased as may be necessary so that
after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no
deductions been made, (b) Borrower shall make such deductions, and (c) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance
with applicable law. All stamp and documentary taxes shall be paid by Borrower. If, notwithstanding the foregoing, Lender pays such taxes, Borrower will reimburse Lender for the amount paid. Borrower
will furnish Lender official tax receipts or other evidence of payment of all taxes within thirty (30) days following the date upon which such taxes are due and payable.

2.8Payment of Principal.(a) The Tranche I Loan Amount, or so much thereof as has been disbursed and
remains outstanding under Note A, together with all unpaid interest
accrued thereon, and all other amounts payable by Borrower with respect to Note A under the terms of the Loan Documents, and (b) the Tranche II Loan Amount, or so much thereof as has
been disbursed and remains outstanding under Note B, together with all unpaid interest accrued thereon, and all other amounts payable by Borrower with respect to Note B under the terms
of the Loan Documents, shall be due and payable on the Maturity Date.

2.9Prepayment.Borrower shall have no right to prepay the Loans during the first ten years following the
Closing Date, except upon a Transfer Triggering Event. On the tenth
(10th) anniversary of the Closing Date, on each five (5) year anniversary thereafter, and upon a Transfer Triggering Event, Borrower shall have the right to prepay the Loan, provided each such
prepayment shall (i) include the prepayment amount set forth in Section 10.5, and (ii) shall be preceded by not less than one hundred eighty (180) days prior written
notice. Following a Transfer Triggering Event, and provided the Loans are not repaid on such date, Borrower shall no longer be permitted to prepay the Loans.

2.10Security.Payment of the Notes shall be secured by the following:



2.11Partial Release.



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ARTICLE III  LOAN CLOSING

Lender's obligation to make the Loans and to perform the remainder of its obligations under this Agreement are expressly conditioned upon the occurrence of all of
the following on or before the Termination Date:

3.1Loan Documents.Borrower's delivery to Lender of the following documents, in form and substance
satisfactory to Lender, duly executed (and acknowledged where necessary) by the
appropriate parties thereto:



3.2Borrower's Deliveries.Borrower shall have delivered to or for the benefit of Lender, as the case may be,
 on or before the Closing Date, all other documents and other information
required of Borrower pursuant to this Agreement.

3.3Representations, Warranties and Covenants.All of Borrower's representations and warranties made in this
Agreement shall be true and correct as of the Closing Date as if then made, and there shall have
occurred no material adverse change in the condition or financial results of the operation of the Property since January 1, 1997. Borrower shall have performed all of its covenants and other
obligations under this Agreement and Borrower shall have executed and delivered to Lender on the Closing Date a certificate dated as of the Closing Date to the foregoing effect in the form attached
hereto as Exhibit O.

3.4Title Insurance.The Title Company shall have delivered the Lender's Title Policy to Lender.

3.5Title to Property.Lender shall have determined that Borrower is the sole owner of good and marketable
fee simple title to the Real Property and to the Tangible Personal Property,
free and clear of all liens, encumbrances, restrictions, conditions and agreements except for Permitted Exceptions as evidenced by issuance of the Lender's Title Policy.

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3.6Condition of Property.The Real Property and the Tangible Personal Property (including but not limited
to the golf course, driving range, putting greens, mechanical systems, plumbing,
electrical wiring, appliances, fixtures, heating, air conditioning and ventilating equipment, elevators, boilers, equipment, roofs, structural members and furnaces) shall be in condition acceptable to
Lender.

3.7Utilities.All of the Utilities shall be installed in and operating at the Property, and service shall
be available for the removal of garbage and other waste from the
Property.

3.8Liquor License.Borrower, or Borrower's nominee, shall possess all liquor licenses, alcoholic beverage
licenses and other material Permits and Authorizations necessary to operate
the restaurant, bars, snack shops and lounges presently located at the Property.

3.9Partnership Agreement.Borrower shall have delivered to Lender a countersigned copy of the Partnership
Agreement of Lender in a form prepared by Lender, which shall be in substantially
the form attached hereto as Exhibit P.

3.10Certification of Non-Foreign Status.Borrower shall have delivered to Lender a duly executed
Certification of Non-Foreign Status.

3.11Legal Opinions.Borrower shall have delivered to Lender a favorable opinion of Borrower's Counsel in
the form attached hereto as Exhibit H.

3.12Satisfaction or Waiver of Conditions Precedent to Merger Agreement.Borrower shall provide Lender with
written certification that each of the conditions precedent set forth in Article IX of the Merger Agreement have been
satisfied or waived by Borrower.

Each
of the conditions and additional covenants contained in this Section are intended for the benefit of Lender and may be waived in whole or in part by Lender, but only by an instrument in writing
signed by Lender.

ARTICLE IV  DISBURSEMENTS OF THE LOAN

4.1Disbursement on Closing Date.Lender shall disburse Loan proceeds in the principal amount of Sixty-Nine
Million Nine Hundred Seventy-Five Thousand Dollars ($69,975,000)
on the Closing Date, together with Tranche I Capital Expenditures incurred prior to the Closing Date for improvements to the Sandpiper golf course.

4.2Requests for Subsequent Disbursements of the Tranche I Loan.Borrower shall request disbursements of the
Tranche I Loan for the Tranche I Capital Expenditures not more frequently than monthly and not closer together than
fifteen (15) days after the date on which the immediately preceding disbursement request was submitted to Lender. Upon satisfaction of the following conditions precedent:



Lender
shall disburse within ten (10) Business Days after receipt of the Draw Request Documents, the Loan disbursement of the Tranche I Loan requested by Borrower therein; provided,however, that in no

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shall the aggregate amount disbursed by Lender pursuant to this Section 4.2 exceed Nine Million Dollars ($9,000,000).

4.3Requests for Subsequent Disbursements of the Tranche II Loan.Borrower shall request disbursements of
the Tranche II Loan in accordance with the procedures set forth in the Securities Purchase Agreement and upon satisfaction
of the following conditions precedent:



In
no event shall the aggregate amount disbursed by Lender pursuant to this Section 4.3 exceed the Purchase Price for the Contingent Additional OP Units on the Conversion Date.

ARTICLE V  REPRESENTATIONS AND WARRANTIES

To induce Lender to enter into this Agreement, Borrower hereby makes the following representations, warranties and covenants with respect to the Property, subject
to the Warranty Disclosure Schedule attached hereto as Exhibit R, upon each of which Borrower acknowledges and agrees that Lender is entitled to rely and has relied:

5.1Organization and Power.Borrower is duly formed or organized, validly existing and in good standing
under the laws of the state of its formation and is qualified to transact business in
the State and has all requisite powers and all governmental licenses, authorizations, consents and approvals to carry on its business as now conducted and to enter into and perform its obligations
hereunder and under any document or instrument required to be executed and delivered by or on behalf of Borrower hereunder.

5.2Authorization and Execution.This Agreement has been, and each of the agreements and certificates of
Borrower to be delivered to Lender on the Closing Date as provided in Article IV
will be, duly authorized by all necessary action on the part of Borrower, has been duly executed and delivered by Borrower, constitutes the valid and binding agreement of Borrower and is enforceable
against Borrower in accordance with its terms, subject, in each case, to applicable bankruptcy, insolvency, moratorium or similar laws in effect from time to time. There is no other person or entity
whose consent is required in connection with Borrower's performance of its obligations hereunder which consent has not been received or obtained. All action required pursuant to this Agreement
necessary to effectuate the transactions contemplated herein has been, or will on the Closing Date be, taken promptly and in good faith by Borrower and its representatives and agents.

5.3Noncontravention.The execution and delivery of, and the performance by Borrower of its obligations
under, this Agreement do not and will not contravene, or constitute a default
under, any provision of applicable law or regulation, Borrower's Organizational Documents or any agreement, judgment, injunction, order, decree or other instrument binding upon Borrower, or result in
the creation of any lien or other encumbrance on any asset of Borrower other than as set forth in this Agreement or which otherwise have no material adverse effect on the use and operation of the
Property. There are no outstanding agreements (written or oral) pursuant to which Borrower (or any predecessor to or representative of Borrower) has agreed to contribute or has granted an option or
right of first refusal to purchase the Property or any part thereof (other than in favor of Lender as set forth in Article XI). There are no purchase contracts, options or other agreements of
any kind, written or oral, recorded or unrecorded, whereby any person or entity other than Borrower will have acquired or will have any basis to assert any right, title or interest in, or right to
possession, use, enjoyment or proceeds of, all or any portion of the Property except as set forth on the Lender's Title Policy or which otherwise have no material adverse effect on the use and
operation of the Property. There are no

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rights,
subscriptions, warrants, options, conversion rights or agreements of any kind outstanding to purchase or to otherwise acquire any interest or profit participation of any kind in the Property
or any part thereof other than as set forth in this Agreement or which otherwise have no material adverse effect on the use and operation of the Property.

5.4No Special Taxes.Borrower has no knowledge of, nor has it received any notice of, any special taxes or
assessments relating to the Property or any part thereof, including taxes
relating to the business of the Property, or any planned public improvements that may result in a special tax or assessment against the Property, that are not otherwise disclosed in the Lender's Title
Policy. To the best of Borrower's knowledge, there is not any proposed increase in the assessed valuation of the Real Property for tax purposes.

5.5Compliance with Existing Laws.Borrower possesses all Authorizations, each of which is valid and in full
force and effect, and no provision, condition or limitation of any of the Authorizations
has been breached or violated, except where the failure to possess such Authorizations would not have a material adverse effect on the operations of the Property. Borrower has not misrepresented or
failed to disclose any material relevant fact in obtaining all Authorizations, and Borrower has no knowledge of any change in the circumstances under which any of those Authorizations were obtained
that result in their termination, suspension, modification or limitation. Borrower has not taken any action (or failed to take any action), the omission of which would result in the revocation of any
of the Authorizations. Borrower has no knowledge, nor has it received notice within the past three years, of any material existing or threatened violation of any provision of any applicable building,
zoning, subdivision, environmental or other governmental ordinance, resolution, statute, rule, order or regulation, including but not limited to those of environmental agencies or insurance boards of
underwriters, with respect to the ownership, operation, use, maintenance or condition of the Property or any part thereof, or requiring any material repairs or alterations other than those that have
been made prior to the date hereof which might have a material adverse effect on the ownership or operation of the Property.

5.6Real Property.To the best of Borrower's knowledge, (i) the Improvements conform in all material
respects to all legal requirements, (ii) all easements necessary
or appropriate for the use or operation of the Property have been obtained, (iii) all contractors and subcontractors retained by Borrower who have performed work on or supplied materials to the
Property have been fully paid, and all materials used at or on the Property have been fully paid for, (iv) the Improvements have been completed in all material respects in a workmanlike manner
of first-class quality, and (v) all equipment necessary or appropriate for the use or operation of the Property has been installed and is presently operative in good working order. Borrower has
not received any written notice which is still in effect that there is, and, to the best of Borrower's knowledge, there does not exist, any material violation of a condition or agreement contained in
any easement, restrictive covenant or any similar instrument or agreement effecting the Real Property, or any portion thereof.

5.7Personal Property.All of the Tangible Personal Property and Intangible Personal Property being conveyed
by Borrower to Lender is free and clear of all liens and encumbrances on the
Closing Date, other than liens and encumbrances specifically permitted by this Agreement, and Borrower has good, merchantable title thereto and the right to convey same in accordance with the terms of
this Agreement.

5.8Warranties and Guaranties.Borrower shall not before or after the Closing Date, release or materially
modify in a manner adverse to Borrower any warranties or guarantees, if any, of
manufacturers, suppliers and installers relating to the Improvements and the Personal Property or any part thereof, except with the prior written consent of Lender.

5.9Insurance.All of Borrower's insurance policies are valid and in full force and effect, all premiums for
such policies were paid when due and all future premiums for such
policies (and any replacements thereof) shall be paid by Borrower on or before the due date therefor. Borrower shall

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pay
all premiums on, and shall not cancel or voluntarily allow to expire, any of Borrower's insurance policies unless such policy is replaced, without any lapse of coverage, by another policy or
policies providing coverage at least as extensive as the policy or policies being replaced. Borrower has not received any notice from any insurance company of any defect or inadequacies in the
Property to any part thereof which would adversely affect the insurability of the Property, or which would increase the cost of insurance beyond that which would ordinarily and customarily be charged
for similar properties in the vicinity of the Real Property. The Property is fully insured in accordance with the requirements of Section 7.1.

5.10Condemnation Proceedings; Roadways.Borrower has received no notice of any condemnation or eminent
domain proceeding pending or threatened against the Property or any part thereof. Borrower has no
knowledge of any change or proposed change in the route, grade or width of, or otherwise affecting, any street or road adjacent to or serving the Property which would materially adversely affect the
Property. To the best of Borrower's knowledge, no fact or condition exists which would result in the termination or material impairment of access to the Property from adjoining public or private
streets or ways or which could result in discontinuation of presently available or otherwise necessary sewer, water, electric, gas, telephone or other utilities or services.

5.11Litigation.Except as disclosed in writing to Borrower, there is no action, suit or proceeding pending
or known to be threatened against or affecting Borrower or any of its
properties in any court, before any arbitrator or before or by any federal state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign
which reasonably could be expected to (a) in any manner raise any question affecting the validity or enforceability of this Agreement or any other agreement executed in connection herewith,
(b) materially and adversely affect the business, financial position or results of operations of Borrower, (c) materially and adversely affect the ability of Borrower to perform its
obligations hereunder, or under any document to be delivered pursuant hereto, (d) create a lien on the Property, any part thereof or any interest therein in violation of the terms of this
Agreement, (e) otherwise adversely materially affect the Property, any part thereof or any interest therein or the use, operation, condition or occupancy thereof.

5.12Labor Disputes and Agreements.There are no labor disputes pending or, to the best of Borrower's
knowledge, threatened as to the operation or maintenance of the Property or any part thereof
which could reasonably be expected to adversely materially affect the Property, any part thereof or any interest therein or the use, operation, condition or occupancy thereof. Borrower is not a party
to any union or other collective bargaining agreement with employees employed in connection with the ownership, operation or maintenance of the Property. Borrower is not a party to any employment
contracts or agreements, other than the Employment Agreements, and Borrower will not, between the date hereof and the Closing Date, enter into any new employment contracts or agreements, amend any
existing Employment Agreement, except in the ordinary course of the operations of the Property. To the best of Borrower's knowledge, Borrower has complied with the requirements of the federal
Immigration and Reform Control Act respecting the employment of undocumented workers.

5.13Financial Information.To the best of Borrower's knowledge, all of Borrower's financial information,
including all books and records and financial statements, is correct and complete in
all material respects and presents and will present accurately the results of the operations of the Property for the periods indicated.

5.14Organizational Documents.Borrower's Organizational Documents are in full force and effect and have not
been modified or supplemented, and no fact or circumstance has occurred that, by
itself or with the giving of notice or the passage of time or both, would constitute a default thereunder.

5.15Land Use.The current use and occupancy of the Property for golfing, hospitality and all other related
purposes (including the sale of merchandise and food and beverages)
do not require any special use permit, special exception or other special permit, permission or consent which has not been

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obtained,
and Borrower is not aware of any proposal to change or restrict such use. Borrower has all necessary certificates of occupancy or completion to operate the Property as presently operated.

5.16Hazardous Materials.Except as may be disclosed in the Phase I environmental assessment report for the
Property, to the best of Borrower's knowledge, (i) no Hazardous Materials
are located on (except in immaterial amounts used in the ordinary course for the operation or maintenance of the Property by Borrower in accordance with all applicable laws), in or under the Property
or have been released into the environment, or discharged, placed or disposed of at, on or under the Property except in accordance with applicable law; and (ii) no underground storage tanks are
located at the Property except in accordance with applicable law. To the best of Borrower's knowledge, there currently exist no facts or circumstances that could reasonably be expected to give rise to
a material non-compliance with Environmental Laws, material environmental liability or material environmental claim.

5.17Utilities.All Utilities required for the operation of the Property either enter the Property through
adjoining streets, or they pass through adjoining land and do so in
accordance with valid public easements or private easements, and all of said Utilities are installed and are in good working order and repair and operating as necessary for the operation of the
Property and all installation and connection charges therefor have been paid in full. The sewage, sanitation, plumbing, water retention and detention, refuse disposal and utility facilities in and on
and/or servicing the Real Property are adequate to service the Real Property as it is currently being used and the Real Property's utilization of such facilities is in material compliance with all
applicable governmental and environmental protection authorities' laws, rules, regulations and requirements.

5.18Curb Cuts.All curb cut street opening permits or licenses required for vehicular access to and from
the Property from any adjoining public street have been obtained and
paid for and are in full force and effect.

5.19Leased Property.The Personal Property identified on Exhibit S is all of the material leased
property at the Property, and such exhibit reflects the date of each such
lease, the name of the lessor, the name of the lessee, the term of each such lease, the lease payment terms and a description of the property demised by each such lease. To the best of Borrower's
knowledge, all leases of such property are in good standing and free from any material default.

5.20Defects and Hazards.Borrower does not know of any defects, facts or conditions affecting the Real
Property that would make it unsuitable for the use contemplated hereunder or of any
earth movement or slippage affecting the Real Property.

5.21Principal Place of Business.Borrower's principal place of business is in the State of Florida at the
address set forth in the preamble hereof. Borrower does not do business under any trade
name or fictitious business names other than Golf Hosts, Inc., Golf Host Resorts, Inc., Golf Host Development, Inc. and Golf Host Securities, Inc.

5.22Single Purpose Entity.Borrower (a) shall not engage, directly or indirectly, in any business or
venture other than the ownership of the Property and (b) is not and shall
not become liable on any guaranty for the obligations of another person or entity and has not pledged any of its assets except pursuant to or permitted by the Loan Documents. Borrower shall maintain
and preserve its respective existence and all rights and franchises material to its business. Prior to the release of the Additional Collateral, Borrower shall evidence that the property to be
released shall thereafter be owned and operated by a legal entity separate and apart from Borrower.

5.23Removal of Collateral.Except as otherwise provided herein and as provided in the Annual Budget, the
Tangible Property will be kept on or at the Real Property and Borrower will not,
without the prior written consent of Lender, remove any material portion of the Collateral therefrom except such portions or items of Collateral which are consumed or worn out in ordinary usage, all
of which shall be promptly replaced by Borrower with collateral of similar nature and of equal or greater value.

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5.24Rights in Escrow Account.Borrower shall grant, or cause to be granted, to Lender, to the extent
permitted by law, a perfected first lien security interest in the rights of Borrower or
Borrower's Affiliate, into the proceeds payable, if any, to Borrower or Borrower's Affiliate under the Escrow Account, as such term is defined in the Merger Agreement; provided Lender acknowledges and
agrees that such right shall be subordinate and subject to the rights of the parties to the escrow, including the escrow holder.

5.25Notices Under Merger Agreement.From and after the date hereof Borrower shall deliver to lender copies
of all written notices given by or to Borrower (or Golf Hosts, Inc.) under the
Merger Agreement promptly, but in no event later than Ten (10) Business Days of the date such notices are received or sent.

Each
of the representations, warranties and covenants contained in this Article III are intended for the benefit of Lender. Each of said representations, warranties and covenants
shall survive the Closing Date. No investigation, audit, inspection, review or the like conducted by or on behalf of Lender shall be deemed to terminate the effect of any such representations,
warranties and covenants, it being
understood that Lender has the right to rely thereon and that each such representation, warranty and covenant constitutes a material inducement to Lender to execute this Agreement and to close the
transaction contemplated hereby

ARTICLE VI  COVENANTS OF BORROWER

As an inducement to Lender to execute this Agreement and to make each disbursement of the Loan, Borrower hereby covenants as set forth in this Article VI.

6.1Obligation to Withhold Distributions.If the ratio of (a) the Net Operating Income (after payment
of any required deposit into the Capital Replacement Fund) for the Innisbrook Property to
(b) Debt Service falls below 1.20 to 1.00, at any time following the release of any Pledged Lender's Shares (or securities held by Lender in lieu thereof), then Borrower shall thereafter
retain, and not make dividends or distributions (except as may be necessary to pay any applicable taxes attributable to the income of Borrower) to its shareholders, partners or members, as applicable,
until such time as Borrower has accumulated six (6) months of Base Interest at the then current level. Such accumulated Base Interest shall be maintained at all times until Borrower has again
maintained such coverage ratios for two (2) consecutive Fiscal Years. Borrower shall provide Lender with such documentation, including Officer's Certificates, within forty-five
(45) days after the end of each Fiscal Quarter as are necessary to establish Borrower's compliance with the foregoing requirements.

6.2Impositions.



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6.3Maintenance of the Collateral.



6.4Use of Property.



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6.5Hazardous Materials.



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6.6Maintenance and Repair.



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6.7Borrower's Right to Modify Property.



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6.8Lender's Right to Audit Calculation of Gross Revenue.Lender, at its own expense except as provided
hereinbelow, shall have the right from time to time directly or though its accountants to audit the information set
forth in the Officer's Certificate referred to in Section 2.3(d) for a period of five (5) years from receipt of such Officer's Certificate and in connection with such audits to examine
Borrower's book and records with respect thereto (including supporting data, sales tax returns and Borrower's work papers). If any such audit discloses a deficiency in the payment of Participating
Interest, Borrower shall forthwith pay to Lender the amount of the deficiency as finally agreed or determined, together with interest on such amount at the Overdue Rate from the date when said payment
should have been made to the date of payment thereof;provided, however, that as to any audit that is commenced more than twelve (12) months
after the date Gross Revenue for any Fiscal Year is reported by Borrower to Lender in the Officer's Certificate, the deficiency, if any, with respect to such Gross Revenue shall bear interest as
permitted herein only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Borrower. If any such audit
discloses that the Gross Revenue actually received by Borrower for any Fiscal Year exceeds the Gross Revenue reported by Borrower in the Officer's Certificate by more than two percent (2%), then
Borrower shall pay all reasonable costs of such audit and examination; provided Borrower shall have the right to submit the audit determination to arbitration in accordance with the procedures set
forth in Article XIII. Lender shall also have the right to review and audit from time to time Borrower's business operations including all books, records and financial statements of Borrower.
Borrower shall promptly provide to Lender copies of all such books, records, financial statements or any other documentation of Borrower's business operations reasonably requested by Lender. Lender
shall keep confidential the contents of such books, records, financial statements and other documentations, provided Lender shall be permitted to disclose the foregoing to its attorneys, accountants
and advisors who agree to maintain the confidentiality of such information, and shall also be permitted to disclose the foregoing as may be necessary or appropriate in any public filings of the
Company or GTA, Inc. or in any litigation proceedings.

6.9Annual Budget.Not later than forty-five (45) days prior to the commencement of each Fiscal Year,
Borrower shall prepare and submit to Lender an operating
budget (the "Operating Budget") and a capital budget (the "Capital Budget") prepared in accordance with
the requirements of this Section 6.9. The Operating Budget and the Capital Budget (together, the "Annual Budget") shall be prepared in a form
approved by Lender for use throughout the Term and show by quarter and for the year as a whole the following:



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Lender
shall have thirty (30) days after the date on which it receives the Annual Budget to review, approve or disapprove the Annual Budget, which approval shall not be withheld so long as such
Annual Budget is reasonably designed to enhance the long-term value of the Innisbrook Property. If the parties are not able to reach agreement on the Annual Budget for any Fiscal Year
during Lender's thirty (30) day review period, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include,
if requested by either party, at least one (1) meeting of executive-level officers of Lender and Borrower and one (1) meeting with the directors of the Advisory Association. In the event
the parties are still not able to reach agreement on the Annual Budget for any particular Fiscal Year after complying with the foregoing requirements of this Section 6.9, the parties shall
adopt such portions of the Operating Budget and the Capital Budget as they may have agreed upon, and any matters not agreed upon shall
be referred to a dispute resolution committee composed of three (3) members of the Advisory Association unaffiliated with Borrower and two (2) members of the board of directors of the
Company. Such committee shall be responsible for resolving any such disagreement and the parties agree that the determination of such dispute resolution committee shall be binding on the parties. In
resolving such dispute the committee shall base its determination on whether the Annual Budget is reasonably designed to enhance the long-term value of the Innisbrook Property. Pending the
results of such resolution or the earlier agreement of the parties, (i) if the Operating Budget has not been agreed upon, the Property will be operated in a manner consistent with the prior
year's Operating Budget until a new Operating Budget is adopted, and (ii) if the Capital Budget has not been agreed upon, no Capital Expenditures shall be made unless the same are set forth in
a previously approved Capital Budget or are specifically required by Lender or are otherwise required to comply with Legal Requirements or Insurance Requirements. Borrower shall operate the Property
in a manner reasonably consistent with the Annual Budget. For purposes of 1997, the Annual Budget and the Operating Budget shall be the Budget attached hereto as Exhibit E, provided such Budget
shall be updated by Borrower and approved by Lender not later than forty-five (45) days following the Closing Date.



6.10Financial Statements.



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6.11Liens, Encroachments and Other Title Matters.



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6.12Permitted Contests.



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6.13Legal Requirements.Subject to Section 6.12 regarding permitted contests, Borrower, at its expense,
 shall promptly (a) comply with all Legal Requirements and Insurance
Requirements in respect of the use, operation, maintenance, repair and restoration of the Property, whether or not compliance therewith shall require structural changes in any of the Improvements or
interfere with the use and enjoyment of the Property; and (b) procure, maintain and comply with all material licenses and other authorizations required for any use of the Property then being
made, and for the proper erection, installation, operation and maintenance of the Property or any party thereof.

6.14Actions Affecting Property.Borrower shall give Lender prompt written notice of the assertion of any
claim with respect to, or the filing of any action or proceeding purporting to affect the
Property, any of the Loan Documents or the rights or powers of Lender. Borrower shall appear in and contest any such action or proceeding and shall pay all costs and expenses, including cost of
evidence of title and attorneys' fees, in any such action or proceeding in which Lender may appear.

6.15Material Agreements.Borrower agrees not to terminate or materially modify the Master Lease or the
Westin Management Agreement or any interest therein without the prior written
consent of Lender, which consent shall not be unreasonably withheld or delayed. Any subsequent manager of the Innisbrook Property shall be a first-class upscale hotel operator with relevant experience
in the operation and management of first-class golf facilities. Consent to one amendment, change, agreement or modification shall not be deemed to be a waiver of the right to require consent to other,
future or successive amendments, changes, agreements or modifications. Borrower shall perform all obligations and agreements under the Master Lease and the Westin Management Agreement and shall not
take any action or omit to take any action which would effect or permit the termination of any of said agreements. Borrower shall promptly notify Lender in writing with respect to any default or
alleged default by any party thereto and to deliver to Lender copies of all notices, demands, complaints or other communications received or given by Borrower with respect to any such default or
alleged default. Lender shall have the option, but no obligation, to cure any such default and to perform any or all of Borrower's obligations thereunder. All sums expended by Lender in curing any
such default shall be secured by the Loan Documents and shall be immediately due and payable without demand or notice and shall bear interest from date of expenditure at the Overdue Rate.

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6.16Lender Inspections.At any time that any material Capital Expenditure individually in excess of
$100,000 is being incurred during the Term, during normal business hours, Borrower
shall permit Lender and Lender's representatives, inspectors and consultants to enter upon the Real Property, to inspect any construction and materials to be used therein and to examine all contracts,
records, plans and shop drawings which are kept at the construction site or at Borrower's offices. Lender shall keep confidential the information obtained from such inspections, provided Lender shall
be permitted to disclose such information to its attorneys, accountants and advisors who agree to maintain the confidentiality of such information, and shall also be permitted to disclose such
information as may be necessary or appropriate in any public filing of the Company or GTA, Inc. or in any litigation proceedings.

6.17Trade Names.Borrower shall immediately notify Lender in writing of any change in the place of business
of, or the change in the legal, trade or fictitious business names used
by, Borrower, any of its constituent general partners or Guarantor and shall, upon Lender's request, execute any additional financing statements and other certificates necessary to reflect any change
in trade names or fictitious business names.

6.18Officer's Certificates.At any time, and from time to time upon Borrower's receipt of not less than ten
(10) days' prior written request by Lender, Borrower will furnish to Lender
an Officer's Certificate certifying that:



Borrower's
failure to deliver such Officer's Certificate within such time shall constitute an acknowledgement by Borrower that this Agreement is unmodified and in full force and effect
except as may be represented to the contrary by Lender, Lender is not in default in the performance of any covenant, agreement or condition contained in this Agreement and the other matters set forth
in such request, if any, are true and correct. Any such Officer's Certificate furnished pursuant to this Section 6.18 may be relied upon by Lender and any prospective lender or purchaser.

6.19Protective Advances.If Borrower shall at any time fail to perform or comply with any of the terms,
covenants and conditions required on Borrower's part to be performed and complied
with under this Agreement, any of the other Loan Documents or any other agreement that, under the terms of this Agreement, Borrower is required to perform, then Lender, without waiving or releasing
Borrower from any of its obligations hereunder, may, in its sole discretion upon ten (10) days prior written notice to Borrower (except in an emergency in which case no notice shall be
required):



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All
sums so paid out of Lender's own funds and all reasonable out-of-pocket costs and expenses incurred and paid by Lender in connection with the performance of any such act,
including, without limitation, attorneys' fees and any allocated costs of in-house counsel (provided such services are not redundant with the
services of any outside counsel), together with interest on unpaid balances thereof at the Overdue Rate from the respective dates of Lender's making of each such payment, shall be added to the
principal of the Note, shall be secured by the Loan Documents and by the lien of any mortgage granted Lender, prior to any right, title or interest in or claim upon the Property attaching or accruing
subsequent to the lien of any mortgage or security interest granted Lender and shall be payable by Borrower to Lender on demand.

6.20Reporting of Original Issue Discount.Borrower agrees that it will report for purposes of calculating
original issue discount interest accruing at an annual rate of 11.5% for the term of the Loan.

ARTICLE VII  INSURANCE

7.1General Insurance Requirements.During the Term, Borrower shall at all times keep the Property, and all
property located in or on the Property, including any Borrower Improvements, insured with
the kinds and amounts of insurance described below. Lender and Borrower acknowledge that the Condominiums are not owned by Borrower and, except as may be set forth in the Master Lease, Borrower shall
have no obligation pursuant to this Agreement or the other Loan Documents to insure and/or rebuild the Condominiums following any damage or destruction. This insurance shall be written by companies
authorized to do insurance business in the State, and shall otherwise meet the requirements set forth in Section 7.5 of this Agreement. The policies must name Lender as an additional insured or
loss payee, as applicable, by way of a standard form of mortgagee's loss payable endorsement. Losses shall be payable to Lender and/or Borrower as provided in this Article VII. In addition, the
policies shall name as a loss payee any Lender Assignee by way of a standard form of mortgagee's loss payable endorsement. Any loss adjustment in excess of $250,000 shall require the written consent
of Lender, Borrower, and each Lender Assignee, if any. Evidence of insurance shall be deposited with Lender and, if requested, with any Lender Assignee(s). The policies on the Property, including the
Improvements, Fixtures, Tangible and Intangible Personal Property and any Borrower Improvements, shall insure against the following risks:



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7.2Other Insurance.Such other insurance on or in connection with any of the Property as Lender or any
Lender Assignee may reasonably require, which at the time is usual and commonly
obtained in connection with properties similar in type of building size and use to the Property and located in the geographic area where the Property is located.

7.3Replacement Cost.In the event either party believes that the Full Replacement Cost of the insured
property has increased or decreased at any time during the Term, it shall have
the right to have such Full Replacement Cost redetermined by the Impartial Appraiser. The party desiring to have the Full Replacement Cost so redetermined shall forthwith, on receipt of such
determination by such Impartial Appraiser, give written notice thereof to the other party hereto. The determination of such Impartial Appraiser shall be final and binding on the parties hereto, and
Borrower shall forthwith increase, or may decrease, the amount of the insurance carried pursuant to this Section 7.3, as the case may be, to the amount so determined by the Impartial Appraiser.
Each party shall pay one-half of the fee, if any, of the Impartial Appraiser.

7.4Waiver of Subrogation.All insurance policies carried by either party covering the Property including
contents, fire and casualty insurance, shall expressly waive any right of
subrogation on the part of the insurer against the other party (including any Lender Assignee). The parties hereto agree that their policies will include such waiver clause or endorsement so long as
the same are obtainable without extra cost, and in the event of such an extra charge the other party, at its election, may pay the same, but shall not be obligated to do so.

7.5Form Satisfactory, Etc.All of the policies of insurance referred to in this Article VII shall be
written in a form reasonably satisfactory to Lender and by insurance companies
rated not less than B+, XI by A.M. Best's Insurance Guide. Borrower shall pay all premiums for the policies of insurance referred to in Sections 7.1 and 7.2 and shall deliver certificates
thereof to Lender prior to their effective date (and with respect to any renewal policy, at least ten (10) days prior to the expiration of the existing policy). In the event Borrower fails to
satisfy its obligations under this Article VII, Lender shall be entitled, but shall have no obligation, to effect such insurance and pay the premiums therefor, which premiums shall be repayable
to Lender upon written demand as Additional Charges. Each insurer issuing policies pursuant to this Article VII shall agree, by endorsement on the policy or policies issued by it, or by
independent instrument furnished to Lender, that it will give to Lender thirty (30) days' written notice before the policy or policies in question shall be altered, allowed to expire or
cancelled. Each such policy shall also provide that any loss otherwise payable thereunder shall be payable notwithstanding (i) any act or omission of Lender or Borrower which might, absent such

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provision,
result in a forfeiture of all or a part of such insurance payment, (ii) the occupation or use of the Property for purposes more hazardous than those permitted by the provisions of
such policy, (iii) any foreclosure or other action or proceeding taken by any Lender Assignee pursuant to any provision of a mortgage, note, assignment or other document evidencing or securing
a loan upon the happening of an event of default therein or (iv) any change in title to or ownership of the Property.

7.6Change in Limits.In the event that Lender shall at any time reasonably determine on the basis of
prudent industry practice that the liability insurance carried by Borrower
pursuant to Sections 7.1 and 7.2 is either excessive or insufficient, the parties shall endeavor to agree on the proper and reasonable limits for such insurance to be carried; and such insurance shall
thereafter be carried with the limits thus agreed on until further changed pursuant to the provisions of this Article VII;provided, however,
that the deductibles for such insurance or the amount of such insurance which is self-retained by Borrower shall be as reasonably determined by Borrower so long as Borrower can reasonably
demonstrate its ability to satisfy such deductible or amount of such self-retained insurance.

7.7Blanket Policy.Notwithstanding anything to the contrary contained in this Article VII, Borrower's
obligations to carry the insurance provided for herein may be brought
within the coverage of a so-called blanket policy or policies of insurance carried and maintained by Borrower;provided, however, that the
coverage afforded Lender will not be reduced or diminished or otherwise be different from that which would exist under a separate policy meeting all other requirements of this Agreement by reason of
the use of such blanket policy of insurance, and provided further that the requirements of this Article VII are otherwise satisfied. The amount of this total insurance allocated to each of the
Innisbrook Facility and the Tamarron Facility, which amount shall be not less than the amounts required pursuant to Sections 7.1 and 7.2, shall be specified either (i) in each such "blanket" or
umbrella policy or (ii) in a written statement, which Borrower shall deliver to Lender and Lender Assignee, from the insurer thereunder. A certificate of each such "blanket" or umbrella policy
shall promptly be delivered to Lender and Lender Assignee.

7.8Insurance Proceeds.All proceeds of insurance payable by reason of any loss or damage to the Property,
or any portion thereof, and insured under any policy of insurance required by
this Article VII shall (i) if greater than $250,000, be paid to Lender and held by Lender and (ii) if less than such amount, be paid to Borrower and held by Borrower. All such
proceeds shall be held in trust and deposited in an interest bearing account and shall be made available, together with any interest, for reconstruction or repair, as the case may be, of any damage to
or destruction of the Property, or any portion thereof.

7.9Disbursement of Proceeds.Any proceeds held by Lender or Borrower shall be paid out by Lender or
Borrower from time to time for the reasonable costs of such reconstruction or repair; provided,however, that Lender shall disburse proceeds subject to the
following requirements:



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7.10Excess Proceeds, Deficiency of Proceeds.Any excess proceeds of insurance remaining after the
completion of the restoration or reconstruction of the Property (or in the event neither Lender nor Borrower
is required to or elects to repair and restore) shall be paid to Borrower. All salvage resulting from any risk covered by insurance shall belong to Borrower.

If
the costs of restoration or reconstruction exceeds the amount of proceeds received by Lender or Borrower from insurance, Borrower shall pay for such excess cost of restoration or
reconstruction, except that Borrower shall be entitled to withdraw from the Capital Replacement Fund an amount
necessary to cover some or all of such excess subject; provided any amount so withdrawn must be restored by Borrower to the Capital Replacement Fund within two (2) years of such withdrawal.

7.11Reconstruction Covered by Insurance.



7.12Reconstruction Not Covered by Insurance.If during the Term, the Property is totally or materially
destroyed from a risk not covered by the insurance described in Article VII, whether or not such
damage or destruction renders the Property Unsuitable For Its Primary Intended Use, Borrower

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shall
restore the Property to substantially the same condition as existed immediately before the damage or destruction. Borrower shall have the right to use proceeds from the Capital Replacement Fund
to perform such work, subject to the conditions set forth in Article IX hereof.

7.13No Abatement of Obligations.This Agreement shall remain in full force and effect and Borrower's
obligation to make interest payments and to pay all other charges required by this Agreement
shall remain unabated during the period required for repair and restoration.

7.14Damage Near End of Term.Notwithstanding any other provision to the contrary in this Article VII,
if damage to or destruction of the Property occurs during the last
twenty-four (24) months of the Term, and if such damage or destruction cannot reasonably be expected by Lender to be fully repaired or restored prior to the date that is twelve
(12) months prior to the end of the Term, then either Lender or Borrower shall have the right to accelerate the Maturity Date on thirty (30) days' prior notice to the other by giving
notice thereof within sixty (60) days after the date of such damage or destruction. Upon any such termination, Lender shall be entitled to retain all insurance proceeds, grossed up by Borrower
to account for the deductible or any self-insured retention. If Lender shall give Borrower a notice under this Section 7.14 that it seeks to terminate this Agreement at a time prior
to the end of the Term, then such termination notice shall be of no effect if Borrower shall so notify Lender within thirty (30) days.

ARTICLE VIII  CONDEMNATION

8.1Total Taking.If at any time during the Term the Innisbrook Premises are totally and permanently taken
by Condemnation, this Agreement shall terminate on the Date of Taking and
Borrower shall promptly pay all outstanding Interest, principal and other charges through the date of termination. Lender shall be entitled to immediately exercise its purchase option pursuant to
Article XI, with the exercise of such option deemed to have taken place immediately prior to the effectiveness of any such condemnation action. If at any time during the Term and prior to the
Release Date the Tamarron Premises are totally and permanently taken by Condemnation, this Agreement shall continue in full force and effect, and Lender shall be entitled to the first $250,000 of
proceeds therefrom together with any additional amounts payable to Borrower after repayment of the Permitted Exceptions with respect to the Tamarron Premises, which amount Lender shall hold as
Additional Collateral in accordance with the terms hereof. Amounts so held as Additional Collateral pursuant to this Section 8.1 from time to time shall be deemed to accrue interest at a money
market rate as reasonably determined by Lender and such interest shall be credited to such cash collateral account.

8.2Partial Taking.If a portion of the Property is taken by Condemnation, this Agreement shall remain in
effect if the Innisbrook Property is not thereby rendered Unsuitable For Its
Primary Intended Use, but if the Innisbrook Property is thereby rendered Unsuitable For Its Primary Intended Use, this Agreement shall terminate on the Date of Taking.

8.3Restoration.If there is a partial taking of the Property and this Agreement remains in full force and
effect pursuant to Section 8.2, Borrower at its cost shall
accomplish all necessary restoration up to but not exceeding the amount of the Award payable to Borrower, as provided herein. If the partial taking affects the Tamarron Property, and restoration is
not feasible, the proceeds of the applicable Award shall be treated as cash collateral in accordance with the terms set forth in Section 8.1.

8.4Award-Distribution.The entire Award shall belong to and be paid to Lender, except that, subject to the
rights of the Lender Assignee, Borrower shall be entitled, in the event that
Borrower restores the Property, to receive from the Award disbursements in the same manner as the disbursement of insurance proceeds pursuant to Section 7.9. Borrower shall also be entitled to
disbursement from any Award, if and to the extent such Award specifically includes such item, a sum

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attributable
to the value of the loss of Borrower's business during the remaining term, less the amount of any such value in which Lender would have participated pursuant to the terms of this
Agreement.

8.5Temporary Taking.The taking of the Property, or any part thereof, by military or other public authority
shall constitute a taking by Condemnation only when the use and occupancy
by the taking authority has continued for longer than six (6) months. During any such six (6) month period, which shall be a temporary taking, all the provisions of this Agreement shall
remain in full force and effect. In the event of any such temporary taking, the entire amount of any such Award made for such temporary taking allocable to the Term, whether paid by way of damages,
rent or otherwise, shall be paid to Borrower.

ARTICLE IX  CAPITAL REPLACEMENT FUND

9.1Capital Replacement Fund.Borrower shall be obligated to pay to Lender, and Lender shall be obligated to
accrue, the Capital Replacement Reserve. Amounts in the Capital Replacement Fund
shall be and remain the property of Borrower, shall be subject to the rights of Lender as herein provided, and shall be additional security for Borrower's obligations hereunder. The Capital
Replacement Reserve shall be paid to Lender by Borrower on the last day of each Fiscal Quarter of Borrower. Amounts in the Capital Replacement Fund from time to time shall be deemed to accrue interest
at a money market rate as reasonably determined by Lender and such interest shall be credited to the Capital Replacement Fund. Upon the written request by Borrower to Lender stating the specific use
to be made and subject to the reasonable approval of Lender, the Capital Replacement Fund shall be made available to Borrower for Capital Expenditures. Borrower shall have no rights with respect to
any amounts in the Capital Replacement Fund except as provided herein. Subject to Lender's approval of the Capital Expenditures (which approval shall not be unreasonably withheld and which shall be
granted provided such improvements are reasonably expected to increase the long-term value of the Property), Lender shall make available to Borrower amounts from the Capital Replacement
Fund under the following conditions:



9.2Capital Replacement Fund to Be Held Pursuant to the Terms of the Westin Management Agreement.During the
period Westin Hotel Company is managing the Innisbrook Property pursuant to the Westin Management Agreement, the Capital Replacement Fund shall be held
by Westin Hotel Company pursuant to the terms of the Westin Management Agreement; provided Lender and Westin Hotel Company shall enter into a separate agreement respecting their respective rights.

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ARTICLE X  EVENTS OF DEFAULT AND REMEDIES

10.1Events of Default.If any one or more of the following events (individually, an "Event of Default")
shall occur:



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THEN,
Borrower shall be declared to have breached this Agreement. Lender may accelerate Borrower's obligations hereunder by giving Borrower not less than ten (10) days' notice (or
no notice for clauses (c), (d), (e), (f) and (g)) of such termination and upon the expiration of the time fixed in such notice, all amounts due and payable hereunder or under any of the Loan
Documents shall become immediately due and payable and all rights of Borrower under this Agreement shall cease. Lender shall have all rights at law and in equity available to Lender and to secured
lenders generally as a result of Borrower's breach of this Agreement.

10.2Payment of Costs.Borrower shall, to the extent permitted by law, pay as Additional Charges all costs
and expenses incurred by or on behalf of Lender, including reasonable
attorneys' fees and expenses, as a result of any Event of Default hereunder.

10.3Appointment of Receiver.Upon the occurrence of an Event of Default, and upon filing of a suit or other
commencement of judicial proceedings to enforce the rights of Lender hereunder,
Lender shall be entitled, as a matter or right, to the appointment of a receiver or receivers acceptable to Lender of the Property and of the revenues, earnings, income, products and profits thereof,
pending such proceedings, with such powers as the court making such appointment shall confer.

10.4Waiver.If this Agreement is terminated pursuant to Section 10.1, Borrower waives, to the extent
permitted by applicable law (a) any right of redemption,
re-entry or repossession.

10.5Prepayment Premium.Upon acceleration of the obligations of Borrower hereunder, whether before or after
an Event of Default, then in addition to payment of all other amounts due and
owing under this Agreement or the other Loan Documents, Borrower shall pay to Lender, as prepayment consideration, an amount equal to the greater of (a) ten (10%) percent of the outstanding
Loan balance, or (b) the present value of a series of payments each equal to the Payment Differential payable on each monthly payment date over the balance of the term of the Note discounted at
the Reinvestment Yield. Notwithstanding the foregoing, no prepayment premium shall be due and owing upon the repayment of the Loan as a result of a prepayment in accordance with Article VII or
Article VIII.

10.6Application of Funds.Any payments received by Lender under any of the provisions of this Agreement
during the existence or continuance of any Event of Default (and such payment is
made to Lender rather than Borrower due to the existence of an Event of Default) shall be applied to Borrower's obligations in the order which Lender may determine or as may be prescribed by the laws
of the State.

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ARTICLE XI  PURCHASE OPTION

Upon the expiration or sooner termination of this Agreement for any purpose whatsoever (including in the event of an Event of Default and the exercise by Lender
of its remedies under the Loan Documents), and without limiting any other rights or remedies available to Lender hereunder, Lender shall have the right to acquire the Innisbrook Property from Borrower
(the "Purchase Option") for either of the following forms of consideration:



Upon
notice of exercise by Lender of the Purchase Option, Borrower shall execute a special warranty deed, bill of sale, and such other documents and instruments as Lender reasonably requires, and
shall take all other actions reasonably necessary or desirable to convey good and marketable title to the Innisbrook Property to Lender, subject only to Permitted Exceptions. Borrower shall not remove
any Tangible Personal Property from the Property upon termination of the Agreement and any amounts remaining in the Capital Replacement Reserve shall be paid over to Lender. Borrower shall pay for an
owner's title insurance policy for Lender, in customary form, and shall pay for all transfer and recording taxes applicable to such purchase and sale. The purchase option granted to Lender herein
shall be memorialized and recorded in the Deed of Trust. Upon consummation of Lender's option to purchase the Innisbrook Property pursuant to this Article XI, Borrower shall vacate and
surrender the Innisbrook Property to Lender in the condition in which the Innisbrook Property was in on the Closing Date, except as repaired, rebuilt, restored, altered or added to as permitted or
required by the provisions of this Agreement and except for ordinary wear and tear (subject to the obligation of Borrower to maintain the Property in good order and repair during the Term). Lender
shall cooperate with Borrower to minimize any adverse tax impact to Borrower upon Lender's exercise of the Purchase Option, including, without limitation, the purchase of the stock of the entity
owning the Innisbrook Property; provided such cooperation shall be at no additional cost to Lender, shall not result in Lender
having a different tax basis in the Innisbrook Property, shall not subject Lender to additional liabilities, nor delay the conveyance of the Innisbrook Property to Lender.

ARTICLE XII  SALE, LEASING AND ASSIGNMENT

12.1Prohibition Against Sale.Borrower shall not, without the prior written consent of Lender, which
consent Lender may withhold in its reasonable discretion, sell, assign, or otherwise
transfer (except to an Affiliate of Borrower or a Permitted Assignee) the Property or any interest therein, whether voluntarily, involuntarily or by operation of law. For purposes of this
Article 12, a Change in Control of the Borrower shall constitute a sale of the Property. In no event shall Borrower be permitted to place junior encumbrances on all or any part of the
Innisbrook Property, except to the extent specially permitted by Section 2.11(c).

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12.2Leases.



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12.3Transfers.No assignment or lease shall in any way impair the continuing primary liability of Borrower
hereunder, as a principal and not as a surety or guarantor, and no
consent to any assignment or lease in a particular instance shall be deemed to be a waiver of the prohibition set forth in Section 12.1. Any assignment or other transfer of all or any portion
of Borrower's interest in the Property in contravention of the terms of this Agreement shall be voidable at Lender's option. Anything in this Agreement to the contrary notwithstanding, Borrower shall
not lease all or any portion of the Property which is inconsistent with Borrower's obligation to maximize the long-term value of the Property, nor shall Lender withhold its consent to any
assignment or sublease of the Property which is consistent with such obligation.

12.4REIT Limitations.Anything contained in this Agreement to the contrary notwithstanding, Borrower shall
not (i) lease or assign or enter into other arrangements such that the
amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the sublessee or assignee;
(ii) lease or assign the Property or this Agreement to any person that Lender owns, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the
Code), a 10% or greater interest; or (iii) lease or assign the Property or this Agreement in any other manner or otherwise derive any income which could cause any portion of the amounts
received by Lender pursuant to this Agreement or any lease to fail to qualify as "interest on obligations secured by mortgages on real property, or on interests in real property" within the meaning of
Section 856(c)(3)(B) of the Code, or which could cause any other income received by Lender to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of
this Section 12.4 shall likewise apply to any further subleasing by any subtenant.

12.5Management Agreement.Borrower shall not enter into any management agreement that provides for the
management and operation of the Innisbrook Property by an unaffiliated third party
without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower agrees not to terminate or materially modify the Master LeaseInnisbrook or the
Westin Management Agreement or any interest therein without the prior written consent of Lender, which consent shall not be unreasonably withheld or delayed. Any subsequent manager of the Innisbrook
Property shall be a first-class upscale hotel operator with relevant experience in the operation and management of first-class golf facilities.

ARTICLE XIII  ARBITRATION

13.1Arbitration.In each case specified in this Agreement in which it shall become necessary to resort to
arbitration, such arbitration shall be determined as provided in this
Section 13.1. The party desiring such arbitration shall give notice to that effect to the other party, and an arbitrator shall be selected by mutual agreement of the parties, or if they cannot
agree within thirty (30) days of such notice, by appointment made by the American Arbitration Association ("AAA") from among the members of its
panels who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration.

13.2Arbitration Procedures.In any arbitration commenced pursuant to Section 13.1 a single arbitrator
shall be designated and shall resolve the dispute. The arbitrator's decision
shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon the failure of either party (the
"non-complying party") to comply with his decision, the arbitrator shall be empowered, at the request of the other party, to order such
compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party.

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To
the maximum extent practicable, the arbitrator and the parties, and the AAA if applicable, shall take any action necessary to insure that the arbitration shall be concluded within ninety
(90) days of the filing of such dispute. The fees and expenses of the arbitrator shall be shared equally by Lender and Borrower except as otherwise specified above in this Section 13.2.
Unless otherwise agreed in writing by the parties or required by the arbitrator or AAA, if applicable, arbitration proceedings hereunder shall be conducted in the State. Notwithstanding formal rules
of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and right to examine all books and records of Lender
and Borrower regarding the Property during the arbitration.

ARTICLE XIV  LENDER'S RIGHT TO PLEDGE THE NOTES; BORROWER'S AND LENDER'S RIGHT OF FIRST OFFER

14.1Lender May Grant Liens.Without the consent of Borrower, Lender may, from time to time, directly or
indirectly, create or otherwise cause to exist any lien on, or assignment of, its
interest in the Loan, the Notes, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing (the holder of any such assignment or lien, a
"Lender Assignee"). Upon Lender's reasonable request, Borrower shall provide written acknowledgement of any such assignment to any Lender Assignee.
Following the Closing Date, Lender intends to assign its interest in the Loan and the Notes to NationsBank, N.A. as agent. In connection therewith, Borrower agrees to provide to NationsBank, N.A., as
agent, a Phase I Environmental Report Certified to NationsBank, N.A., as agent, in conformity with the reasonable requirements of NationsBank, N.A. Borrower shall pay the first $10,000 of the cost
thereof and any amounts in excess thereof shall be paid equally by Borrower and Lender.

14.2Borrower's Right of First Offer to Purchase.Except for assignments permitted or contemplated by
Section 14.1, including conveyances by any lender following the exercise of any remedies it may have,
and excluding any financing transactions wherein Lender retains any interest in a Note, if Lender intends to sell a Note, and provided no Event of Default then exists, Borrower shall have a right of
first offer to purchase a Note ("Borrower's Right of First Offer to Purchase") on the terms and conditions at which Lender proposes to sell the Note to an unaffiliated third party. Lender shall give
Borrower written notice of its intent to sell and shall indicate the terms and conditions (including the sale price) upon which Lender intends to sell such Note to a third party. Borrower shall
thereafter have sixty (60) days to elect in writing to purchase such Note on the terms and conditions set forth in the notice provided by Lender to Borrower. If Borrower does not elect to
purchase such Note, then Lender shall be free to sell the Note to a third party for a period of two hundred seventy (270) days. However, if the price at which Lender intends to sell the Note to
a third party is less than 95% of the price set forth in the notice provided by Lender to Borrower or otherwise are on terms which are materially more favorable than the terms and conditions set forth
in the notice, then Lender shall again offer Borrower the right to acquire the Note upon the same terms and conditions, provided that Borrower shall have only thirty (30) days thereafter to
complete the acquisition at such price, terms and conditions.

14.3Lender's Right of First Offer to Purchase.If Borrower intends to sell the Innisbrook Property,
Borrower shall have a right of first offer to purchase the Innisbrook Property ("Lender's Right of First
Offer to Purchase") on the terms and conditions at which Borrower proposes to sell the Innisbrook Property to an unaffiliated third party. Borrower shall give Lender written notice of its intent to
sell and shall indicate the terms and conditions (including the sale price) upon which Borrower intends to sell the Innisbrook Property to a third party. Lender shall thereafter have sixty
(60) days to elect in writing to purchase the Innisbrook Property on the terms and conditions set forth in the notice provided by Borrower to Lender. If Lender does not elect to purchase the
Innisbrook

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Property,
then Borrower shall be free to sell the Innisbrook Property to a third party for a period of two hundred seventy (270) days. However, if the price at which Borrower intends to sell
the Innisbrook Property to a third party is less than 95% of the price set forth in the notice provided by Borrower to Lender or otherwise are on terms which are materially more favorable than the
terms and conditions set forth in the notice, then Borrower shall again offer Lender the right to acquire the Innisbrook Property upon the same terms and conditions, provided that Lender shall have
only thirty (30) days thereafter to complete the acquisition at such price, terms and conditions.

ARTICLE XV  INDEMNIFICATION

15.1Borrower's Indemnification of Lender.Except as otherwise provided in Section 6.5(b) and
notwithstanding the existence of any insurance provided for in Article VII, and without regard to
the policy limits of any such insurance, Borrower will protect, indemnify, save harmless and defend any Lender Indemnitee from and against all liabilities, obligations, claims, actual damages (but
excluding consequential damages), penalties, causes of action, costs and expenses (including reasonable attorneys' fees and expenses), to the extent permitted by law, imposed upon or incurred by or
asserted against any Lender Indemnitee by reason of:



15.2Lender's Indemnification of Borrower.Lender shall protect, indemnify, save harmless and defend
Borrower from and against all liabilities, obligations, claims, actual or consequential damages,
penalties, causes of action, costs and expenses (including reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against Borrower as a result of Lender's gross negligence or
willful misconduct.

15.3Mechanics of Indemnification.As soon as reasonably practicable after receipt by the indemnified party
of notice of any liability or claim incurred by or asserted against the indemnified party
that is subject to indemnification under this Article XV, the indemnified party shall give notice

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thereof
to the indemnifying party. The indemnified party may at its option demand indemnity under this Article XV as soon as a claim has been threatened by a third party, regardless of whether
an actual loss has been suffered, so long as the indemnified party shall in good faith determine that such claim is not frivolous and that the indemnified party may be liable for, or otherwise incur,
a loss as a result thereof and shall give notice of such determination to the indemnifying party. The indemnified party shall permit the indemnifying party, at its option and expense, to assume the
defense of any such claim by counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party, and to settle or otherwise dispose of the same; provided, however, that the
indemnified party may at all times participate in such defense at its expense, andprovided
further,however, that the indemnifying party shall not, in defense of any such claim, except with the prior written consent of
the indemnified party, consent to the entry of any judgment or to enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question
to the indemnified party and its affiliates a release of all liabilities in respect of such claims, or that does not result only in the payment of money damages by the indemnifying party. If the
indemnifying party shall fail to undertake such defense within thirty (30) days after such notice, or within such shorter time as may be reasonable under the circumstances, then the indemnified
party shall have the right to undertake the defense, compromise or settlement of such liability or claim on behalf of and for the account of the indemnifying party.

15.4Survival of Indemnification Obligations; Available Insurance Proceeds.Borrower's or Lender's liability
for a breach of the provisions of this Article XV arising during the term hereof shall survive any termination of this
Agreement. Notwithstanding anything herein to the contrary, each party agrees to look first to the available proceeds from any insurance it carries in connection with the Property prior to seeking
indemnification or otherwise seeking to recover any amounts to compensate a party for its damages and then to seek indemnification only to the extent of any loss not covered by their available
insurance proceeds.

ARTICLE XVI  MISCELLANEOUS

16.1Notices.All notices, demands, requests, consents, approvals and other communications hereunder shall
be in writing and delivered or mailed (by registered or certified
mail, return receipt requested and postage prepaid), addressed to the respective parties, as set forth below:

If
to Lender:

Golf
Trust of America, L.P.
14 North Adger's Wharf
Charleston, South Carolina 29401
Tel.: (803) 723-4653
Fax: (803) 723-0479
Attn: W. Bradley Blair, II

Copy
to:

O'Melveny &
Myers LLP
Embarcadero Center West
275 Battery Street
San Francisco, California 94111
Attn: Peter T. Healy, Esq.
Tel.: (415) 984-8833
Fax: (415) 984-8701

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If
to the Borrower:

Mr. Merrick
R. Kleeman
Starwood Capital Group, L.P.
Three Pickwick Plaza, Ste. 250
Greenwich, Connecticut 06830
Tel.: 203-861-2100
Fax: 203-861-2101

Copy
to:

James
B. Carlson, Esq.
Mayer, Brown & Platt
1675 Broadway, Suite 1900
New York, New York 10019
Tel.: 212-506-2515
Fax: 212-262-1910

16.2Authority to File Notices.Borrower irrevocably appoints Lender as its attorney-in-fact, with full
power of substitution, to file for record, at Borrower's cost and
expense and in Borrower's name, any notices of completion, notices of cessation of labor, or any other notices that Lender considers necessary or desirable to protect its security.

16.3Inconsistencies with Loan Documents.In the event of any inconsistencies between the terms of this
Agreement and any terms of any of the Loan Documents, the terms of this Agreement shall govern and
prevail.

16.4No Waiver; Remedies Cumulative.No disbursement of proceeds of the Loan shall constitute a waiver of
any conditions to Lender's obligation to make further disbursements, and if Borrower is
unable to satisfy any such conditions, the existence of any such waiver shall not preclude Lender from thereafter declaring such inability to constitute a default under this Agreement. No failure or
delay on the part of Lender in the exercise of any power, right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of
any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or
privilege. All rights and remedies existing under this Agreement and the other Loan Documents are cumulative to and not exclusive of any rights or remedies provided by law or otherwise available.

16.5Lender Approval of Instruments and Parties.All proceedings taken in accordance with transactions
provided for herein; all waivers of lien, surveys, appraisals and documents required or contemplated by this
Agreement and the Persons responsible for the execution and preparation thereof shall be satisfactory to, and subject to approval by, Lender. Lender's counsel shall be provided with copies of all
documents which they may reasonably request in connection with this Agreement.

16.6Lender Determination of Facts.Lender shall at all times be free to hire such independent consultants
as it deems reasonably necessary to independently establish the existence or nonexistence
of any fact or facts, the existence or nonexistence of which is a condition of this Agreement or of any disbursement of Loan proceeds hereunder. The costs of such consultants are to be paid by
Borrower, provided such consultants are hired in the ordinary course of Lender's business and similar consultants are generally engaged to review all properties in which Lender owns a fee, leasehold
or mortgagee's interest. Provided no Event of Default then exists (in which case the foregoing limitation shall not apply) the annual cost of Lender's regular consultants shall not exceed on average
Two Thousand Five Hundred Dollars ($2,500) per year, which amount shall be increased to reflect increases in the CPI from the date hereof.

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16.7Incorporation of Preamble, Recitals and Exhibits.The preamble, recitals and exhibits hereto are hereby
incorporated into this Agreement and made a part hereof.

16.8Entire Agreement.This Agreement and the other Loan Documents constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and thereof and
supersedes all prior agreements between the parties with respect to the matters contained in this Agreement and the other Loan Documents. All prior or contemporaneous understandings, oral
representations or agreements had among the parties with respect to this subject matter are merged and contained in this Agreement and the other Loan Documents.

16.9Further Assurances.Borrower shall execute and deliver from time to time, promptly after any request
therefor by Lender, any and all instruments, agreements and documents and shall
take such other action as may be necessary or desirable in the opinion of Lender to maintain, perfect or insure Lender's security provided for herein and in the other Loan Documents, including the
execution of UCC-1 renewal statements, the execution of such amendments to the Deed of Trust and the other Loan Documents, the delivery of such endorsements to the Title Company and any
and all documents or instruments in respect of any revenues from the Property, all as Lender shall reasonably require, and shall pay all fees and expenses (including reasonable attorneys' fees)
related thereto or incurred by Lender in connection therewith.

16.10Changes, Waivers, Discharge and Modifications in Writing.No provision of this Agreement may be
changed, waived, discharged or terminated except by an instrument in writing signed by the party against whom enforcement of
the change, waiver, discharge or termination is sought.

16.11Choice of Law.THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16.12Disbursements in Excess of Loan Amount.If the total disbursements by Lender exceed the amount of the
Loan, to the extent permitted by the laws of the State of New York, the total of all disbursements
shall be secured by the Loan Documents. All other sums expended by Lender pursuant to this Agreement or any other Loan Documents shall be deemed to have been paid to Borrower and shall be secured by
the Loan Documents. Funds advanced in the reasonable exercise of Lender's judgment that the same are needed to complete the Improvements or to protect its security are to be deemed obligatory advances
hereunder and are to be added to the total indebtedness due under the Note and secured by the Loan Documents and said indebtedness shall be increased accordingly.

16.13Counterparts.This Agreement and all other Loan Documents may be executed in any number of
counterparts each of which shall be deemed an original, but all such counterparts
together shall constitute but one agreement. Signature and acknowledgement pages may be detached from the counterparts and attached to a single copy of the document to physically form one document.

16.14Time is of the Essence.Time is of the essence of this Agreement.

16.15Attorneys' Fees.For the purpose of this Agreement and the other Loan Documents, the terms
"attorneys' fees" and
"attorneys' fees and costs" shall each mean the fees and expenses of counsel to the parties hereto, which may include printing, photostating,
duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals, librarians and others not admitted to the bar but performing services under the supervision of an
attorney. The terms "attorneys' fees" and "attorneys' fees and costs" shall also each include all such
fees and expenses incurred with respect to appeals, arbitrations and bankruptcy proceedings, and whether or not any action or proceeding is brought with respect to the matter for which said fees and
expenses were incurred and shall also include all such fees and expenses incurred in enforcing any judgment. In the event of any dispute between the parties hereto involving the covenants or
conditions contained in this Agreement or arising

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out
of the subject matter of this Lease, the prevailing party shall be entitled to recover against the other party reasonable attorneys' fees and court costs.

16.16Severability.Should any portion of this Agreement be declared invalid and unenforceable, then such
portion shall be deemed to be severed from this Agreement and shall not
affect the remainder thereof.

16.17Interest Rate Limitation.It is the intent of Borrower and Lender in the execution of this Agreement
and the other Loan Documents that the Loans be exempt from the usury laws of the State
of New York. In the event that, for any reason, it should be determined that the New York usury law is applicable to the Loans, Lender and Borrower stipulate and agree that none of the terms and
provisions contained herein or in any of the other Loan Documents shall ever be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in
excess of the maximum interest rate permitted to be charged by the laws of the State of New York. In such event, if Lender shall collect any monies which are deemed to constitute interest which would
otherwise increase the effective interest rate on the Loans to a rate in excess of the maximum interest rate permitted to be charged by the laws of the State of New York, all such sums deemed to
constitute interest in excess of such maximum rate shall, at the option of Lender, be credited to the payment of sums due hereunder or under the other Loan Documents or shall be returned to Borrower.

16.18Brokers.Borrower hereby represents and warrants to Lender that there are no brokerage commissions or
finders' fees due or claimed by any party to be due in connection
with or with respect to the transaction contemplated hereby as a result of any agreements or understandings, including alleged agreements and understandings, with Borrower or any affiliate of Borrower
or anyone claiming to represent Borrower or any affiliate of Borrower. Lender hereby represents and warrants to Borrower that there are no brokerage commissions or finders' fees due or claimed by any
party to be due in connection with or with respect to the transaction contemplated hereby as a result of any agreements or understandings, including alleged agreements and understandings, with Lender
or any affiliate of Lender or anyone claiming to represent Lender or any affiliate of Lender.

16.19Non-Recourse as to Lender and Borrower.



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16.20No Relationship.Lender shall in no event be construed for any purpose to be a partner, landlord, fee
owner, joint venturer or associate of Borrower or of any tenant, operator,
concessionaire or licensee of Borrower with respect to the Property or any of the Other Leased Properties or otherwise in the conduct of their respective businesses. Without limiting the foregoing,
Borrower confirms that this Agreement creates a creditor/debtor relationship and not that of a landlord/tenant or partnership.

16.21Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of the permitted
heirs, executors, administrators, legal representatives, successors and assigns of
the parties.

16.22Competition Between Lender and Borrower.Lender and Borrower agree that neither party shall be
restricted as to other relationships and competition. Affiliates of Borrower shall be allowed to own, lease
and/or manage other golf courses or golf resorts that are not affiliated with Lender, provided that such other ownership, leasing or management arrangements are disclosed to Lender in writing. Subject
to the provisions of Section 16.24, Lender may acquire or own golf courses that may be geographically proximate to one or more golf courses that Borrower or Affiliates of Borrower may own,
manage or lease.

16.23Waiver of Jury Trial.BORROWER AND LENDER HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY
OF THE LOAN DOCUMENTS, OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION AND THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver is
intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including contract claims, tort claims, breach of duty
claims, and all other common law and statutory claims. Borrower and Lender acknowledge that this waiver is a material inducement to enter into a business relationship, that each has already relied on
the waiver in entering into this Agreement, and that each will continue to rely on the waiver in their related future dealings. Borrower and Lender further warrant and represent that each has reviewed
this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT
BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. In the event of
litigation, this Agreement may be filed as a written consent to a trial by the court.

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16.24Right of First Offer to Lease Additional Golf Courses Proximate to the Innisbrook Property.Neither
Lender nor any of its Affiliates, either individually or with any other Person, shall at any time while the Loan is outstanding own, lease, finance and/or
manage an existing property containing a golf course which is located within a twenty-five mile radius (the "Restricted Radius") of the
Innisbrook Premises except in accordance with the terms of this Section 16.24. If at any time while the Loan is outstanding, Lender or any of its Affiliates shall be given the opportunity with
an unrelated third-party (each such party, a "Third Party") to own or lease a golf course that is within the Restricted Radius, which opportunity Lender
or any of its Affiliates intends to accept, then Lender shall send notice to Borrower of such opportunity together with a copy of the proposed agreement or term sheet (the
"Proposed Agreement") between Lender or its Affiliate and the Third-Party pertaining to such opportunity. Within forty-five days of delivery
of such notice to Borrower, Borrower and Lender shall endeavor in good faith to execute and deliver to the other a mutually satisfactory agreement setting forth such agreement, in lieu of the
Third-Party, with the Lender or its Affiliate, on substantially the same terms and conditions in the Proposed Agreement. If agreement is not executed and delivered as aforesaid, then Lender and its
Affiliates shall be free for a period of two hundred and seventy days to enter into such opportunity with the Third-Party on generally the same terms and conditions as set forth in the Proposed
Agreement. Notwithstanding the foregoing, if any opportunity is presented to Lender or any of its Affiliates to own or lease a property that is within the Restricted Area and that has an existing and
operating golf course, then Lender shall have no obligation to provide Borrower with the notice specified in this Section or to comply with the other requirements of this Section during the period
that such property has a pre-existing arrangement with another owner, operator or manager, provided, that upon the expiration or termination of such pre-existing arrangement,
Lender shall offer such opportunity to Borrower in accordance with the terms of this Section.

IN WITNESS WHEREOF,Lender and Borrower have caused this Agreement to be duly executed and delivered as of the date first above written.

| | Borrower:                                                  |                                      | 
| | ---------------------------------------------------------- | ------------------------------------ | 
| | GOLF HOST RESORTS, INC.,a Colorado corporation             |                                      | 
| | By:                                                        | /s/MERRICK R. KLEEMAN                | 
| | Its:                                                       | President                            | 
| | Lender:                                                    |                                      | 
| | GOLF TRUST OF AMERICA, L.P.,a Delaware limited partnership |                                      | 
| | By:                                                        | GTA GP, Inc., a Maryland corporation | 
| | Its:                                                       | General Partner                      | 
| |                                                            | By:                                  | 
| |                                                            | Its:                                 | 

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