Change in Limits
7.7 Blanket Policy
7.8 Insurance Proceeds
7.9
Disbursement of Proceeds
7.10 Excess Proceeds, Deficiency of Proceeds
7.11
Reconstruction Covered by Insurance
(a) Destruction Rendering Property
Unsuitable for its Primary Use
(b) Destruction Not Rendering Property
Unsuitable for its Primary Use
7.12 Reconstruction Not Covered by Insurance
7.13 No Abatement of Obligations
7.14 Damage Near End of Term ARTICLE VIII
8.1 Total Taking
8.2 Partial Taking
8.3 Restoration
8.4 Award-Distribution
8.5 Temporary Taking ARTICLE IX
9.1 Capital Replacement Fund
9.2 Capital
Replacement Fund to Be Held Pursuant to the Terms of the Westin Management
Agreement ARTICLE X
10.1 Events of Default
10.2 Payment of Costs
10.3
Appointment of Receiver
10.4 Waiver
10.5 Prepayment Premium
10.6
Application of Funds ARTICLE XI ARTICLE XII
12.1 Prohibition Against
12.2
Leases
(a) Permitted Leases
(b) Terms of Leases
(c) Copies
(d)
Assignment of Rights in Leases
(e) Licenses, Etc.
12.3 Transfers
12.4
REIT Limitations
12.5 Management Agreement
iv
ARTICLE XIII
13.1 Arbitration
13.2 Arbitration Procedures ARTICLE XIV
14.1
Lender May Grant Liens
14.2 Borrower's Right of First Offer to Purchase
14.3
Lender's Right of First Offer to Purchase ARTICLE XV
15.1 Borrower's
Indemnification of Lender
15.2 Lender's Indemnification of Borrower
15.3
Mechanics of Indemnification
15.4 Survival of Indemnification Obligations;
Available Insurance Proceeds ARTICLE XVI
16.1 Notices
16.2 Authority to File
Notices
16.3 Inconsistencies with Loan Documents
16.4 No Waiver; Remedies
Cumulative
16.5 Lender Approval of Instruments and Parties
16.6 Lender
Determination of Facts
16.7 Incorporation of Preamble, Recitals and Exhibits
16.8 Entire Agreement
16.9 Further Assurances
16.10 Changes, Waivers,
Discharge and Modifications in Writing
16.11 Choice of Law
16.12
Disbursements in Excess of Loan Amount
16.13 Counterparts
16.14 Time is of
the Essence
16.15 Attorneys' Fees
16.16 Severability
16.17 Interest Rate
Limitation
16.18 Brokers
16.19 Non-Recourse as to Lender and Borrower
16.20 No Relationship
16.21 Successors and Assigns
16.22 Competition Between
Lender and Borrower
16.23 Waiver of Jury Trial
16.24 Right of First Offer to
Lease Additional Golf Courses Proximate to the Innisbrook Property
v
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
vi
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") is made as of June 20, 1997 by
and between GOLF HOST RESORTS, INC., a Colorado corporation ("Borrower"), and
GOLF TRUST