Gta-Ib, LLC Sample Contracts

AMENDMENT TO LOAN AGREEMENT
Loan Agreement • November 23rd, 2004 • Gta-Ib, LLC • Pharmaceutical preparations • New York

THIS AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made effective as of July 15, 2004, by and between GTA-IB, LLC, a Florida limited liability company ("GTA-IB"), and GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership (the "Lender").

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COMMERCIAL SECURITY AGREEMENT
Security Agreement • August 16th, 2007 • Gta-Ib, LLC • Hotels & motels • Florida

References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.

MORTGAGE
Gta-Ib, LLC • August 16th, 2007 • Hotels & motels • Florida

THIS MORTGAGE dated April 10, 2007, is made and executed between GTA-IB Condominium, LLC, a Florida Limited Liability, whose address is 701 Brickell Avenue, Suite 3000, Miami, FL 33131 (referred to below as “Grantor”) and Patriot Bank, whose address is 1815 Little Road, Trinity, FL 34655 (referred to below as “Lender”).

SECOND AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT
Development Agreement • August 15th, 2005 • Gta-Ib, LLC • Hotels & motels

THIS SECOND AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT (this "Second Amendment") is made as of the 10th day of August, 2005, by and among, PARCEL F, LLC, a Florida limited liability company, formerly known as Innisbrook F, LLC ("Parcel F Purchaser"); GOLF HOST RESORTS, LLC, a Colorado limited liability company, formerly known as Golf Host Resorts, Inc., a Colorado corporation ("Golf Host"); and GTA IB, LLC, a Florida limited liability company; and consented to by GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership (collectively, "GTA").

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 14th, 2005 • Gta-Ib, LLC • Hotels & motels • Florida

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of October 27, 2005 (the “Execution Date”), by and among (i) Golf Trust of America, Inc., a Maryland corporation (“GTA”), (ii) GTA-IB, LLC, a Florida limited liability company (the “Seller”), (iii) Golf Trust of America, L.P., a Delaware limited partnership and the indirect parent of Seller (the “Parent”), (iv) GTA-IB Golf Resort, LLC, a Florida limited liability company (the “Holding Company”), (v) GTA-IB Condominium, LLC, a Florida limited liability company (the “Condo Owner”), (vi) GTA-IB Management, LLC, a Florida limited liability company (the “Management Company”), (vii) CMI Financial Network, LLC, an Ohio limited liability company, or Nominee (as permitted herein) (the “Buyer”), and (viii) CMI Financial Network, LLC, an Ohio limited liability company, as Buyer’s guarantor in the event Nominee enters this Agreement as permitted herein (the “Buyer’s Guarantor”).

BUSINESS LOAN AGREEMENT
Business Loan Agreement • August 16th, 2007 • Gta-Ib, LLC • Hotels & motels • Florida

References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.

FIRST AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT
Development Agreement • August 15th, 2005 • Gta-Ib, LLC • Hotels & motels

THIS FIRST AMENDMENT TO PARCEL F DEVELOPMENT AGREEMENT (this "First Amendment") is made as of the 11th day of March, 2005, by and among, PARCEL F, LLC, a Florida limited liability company, formerly known as Innisbrook F, LLC ("Parcel F Purchaser") and GOLF HOST RESORTS, INC., a Colorado corporation ("Golf Host") and is consented to by GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership ("GTA").

MANAGEMENT AGREEMENT (Innisbrook Resort)
Management Agreement • November 16th, 2004 • Gta-Ib, LLC • Pharmaceutical preparations • Florida

THIS MANAGEMENT AGREEMENT (this “Agreement”) is made as of this 15th day of July, 2004 (the “Effective Date”), by and between WESTIN MANAGEMENT COMPANY SOUTH, a Delaware corporation (“Westin”), and GTA-IB, LLC, a Florida limited liability company (“Owner”).

DEFENSE AND ESCROW AGREEMENT
Defense and Escrow Agreement • November 17th, 2004 • Gta-Ib, LLC • Pharmaceutical preparations • Delaware

THIS DEFENSE AND ESCROW AGREEMENT (this “Agreement”) is made as of this 15th day of July , 2004 (the “Effective Date”), by and among (i) GOLF HOST RESORTS, INC., a Colorado corporation (“Borrower”), (ii) GTA-IB, LLC, a Florida limited liability company (“GTA-IB”), (iii) GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership (“Lender”), (iv) GOLF TRUST OF AMERICA, INC., a Maryland corporation (“GTA Parent”), and (v) Chicago Title Insurance Company (“Escrow Agent”). GTA-IB, Lender and GTA Parent shall be referred to collectively as “GTA” in this Agreement.

PARCEL F DEVELOPMENT AGREEMENT
Parcel F Development Agreement • November 17th, 2004 • Gta-Ib, LLC • Pharmaceutical preparations • Florida

THIS PARCEL F DEVELOPMENT AGREEMENT (this “Agreement”) is made as of the 29th day of March, 2004, by and among, INNISBROOK F, LLC, a Florida limited liability company, formerly known as Bayfair Innisbrook, L.L.C. (“Parcel F Purchaser”) and GOLF HOST RESORTS, INC., a Colorado corporation (“Golf Host”), and is consented to by GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership (“GTA”).

SETTLEMENT AGREEMENT
Settlement Agreement • November 16th, 2004 • Gta-Ib, LLC • Pharmaceutical preparations • Florida

THIS SETTLEMENT AGREEMENT (this “Agreement”) is made as of this 15th day of July, 2004 (the “Effective Date”), by and among (i) GOLF HOST RESORTS, INC., a Colorado corporation (“Borrower”), (ii) GOLF HOSTS, INC., a Florida corporation (“Guarantor”), (iii) GOLF HOST MANAGEMENT, INC., a Delaware corporation (“GH Management”), (iv) GOLF HOST CONDOMINIUM, INC., a Delaware corporation, (“Condo Inc.”), (v) GOLF HOST CONDOMINIUM, LLC, a Delaware limited liability company (“Condo LLC” and, together with Condo Inc., “Condo Owner”), (vi) GTA-IB, LLC, a Florida limited liability company (“GTA-IB”) and (vii) GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership (“Lender”). GTA-IB, Lender and GTA Parent (defined below) shall be referred to collectively as “GTA” in this Agreement.

ASSIGNMENT, CONSENT, SUBORDINATION AND NONDISTURBANCE AGREEMENT
Subordination and Nondisturbance Agreement • November 17th, 2004 • Gta-Ib, LLC • Pharmaceutical preparations • Florida

This ASSIGNMENT, CONSENT, SUBORDINATION AND NONDISTURBANCE AGREEMENT (this “Agreement”) is made and entered as of this 15th day of July, 2004 (the “Effective Date”), by and among GTA-IB, LLC, a Florida limited liability company (“Owner”), (ii) GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership (the “Lender”) and (iii) WESTIN MANAGEMENT COMPANY SOUTH, a Delaware corporation (“Westin”).

OPERATIONAL BENEFITS AGREEMENT
Operational Benefits Agreement • November 17th, 2004 • Gta-Ib, LLC • Pharmaceutical preparations • Delaware

THIS OPERATIONAL BENEFITS AGREEMENT (this “Agreement”) is made as of July 15, 2004 (the “Effective Date”), by and among (i) Golf Host Resorts, Inc., a Colorado corporation (“Borrower”), (ii) Golf Hosts, Inc., a Florida corporation (“Guarantor”), (iii) GTA-IB, LLC, a Florida limited liability company (“GTA-IB”), and (iv) Golf Trust of America, L.P., a Delaware limited partnership (“Lender”). Borrower, Guarantor, GTA-IB and Lender shall collectively be referred to as the “Parties” or each individually, as a “Party”.

FIRST AMENDMENT TO DEFENSE AND ESCROW AGREEMENT
Defense and Escrow Agreement • January 4th, 2007 • Gta-Ib, LLC • Hotels & motels

This First Amendment to Defense and Escrow Agreement is made this 28th day of December 2006 by and among (i) Golf Host Resorts, LLC (formerly Golf Host Resorts, Inc.), a Delaware limited liability company (“Borrower”), (ii) GTA-IB, LLC, a Florida limited liability company (“GTA-IB”), (iii) Golf Trust of America, L.P., a Delaware limited partnership (“Lender”), (iv) Golf Trust of America, Inc., a Maryland corporation (“GTA Parent”) and (v) Chicago Title Insurance Company (“Escrow Agent”). GTA-IB, Lender and GTA Parent shall be referred to collectively as “GTA” in this Agreement.

LOAN AGREEMENT between GOLF HOST RESORTS, INC. "Borrower" and GOLF TRUST OF AMERICA, L.P. "Lender"
Loan Agreement • November 23rd, 2004 • Gta-Ib, LLC • Pharmaceutical preparations • New York

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 OF AMERICA, L.P., a Delaware limited partnership ("Lender").

GTA-IB, LLC AMENDED AND RESTATED OPERATING AGREEMENT
Operating Agreement • November 23rd, 2004 • Gta-Ib, LLC • Pharmaceutical preparations • Florida

In accordance with Section 608.423(1), Florida Statutes, the undersigned sole Member of GTA-IB, LLC, a Florida limited liability company (the "Company") hereby adopts this Operating Agreement effective as of the 12th day of November, 2004.

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