0000950144-04-006323 Sample Contracts

FORM OF LOAN AND SECURITY AGREEMENT (FIXED RATE #1)
Loan and Security Agreement • June 17th, 2004 • Lodgian Inc • Hotels & motels • New York
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WITNESSETH:
Lodgian Inc • June 17th, 2004 • Hotels & motels
FORM OF CASH MANAGEMENT AGREEMENT
Management Agreement • June 17th, 2004 • Lodgian Inc • Hotels & motels • New York
ARTICLE I
Pledge and Security Agreement • June 17th, 2004 • Lodgian Inc • Hotels & motels • New York
FORM OF COLLATERAL ASSIGNMENT OF INTEREST RATE PROTECTION AGREEMENT
Protection Agreement • June 17th, 2004 • Lodgian Inc • Hotels & motels
FORM OF LOAN AND SECURITY AGREEMENT (FLOATING RATE)
Loan and Security Agreement • June 17th, 2004 • Lodgian Inc • Hotels & motels • New York
FORM OF SUBSTITUTE MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT BY [LODGIAN ENTITY] (MORTGAGOR)
And Security Agreement • June 17th, 2004 • Lodgian Inc • Hotels & motels • New York
WITNESSETH:
Lodgian Inc • June 17th, 2004 • Hotels & motels • New York
FORM OF LOAN AND SECURITY AGREEMENT (FIXED RATE #4)
Loan and Security Agreement • June 17th, 2004 • Lodgian Inc • Hotels & motels • New York
EXHIBIT 10.26.2 FORM OF PROMISSORY NOTE
Lodgian Inc • June 17th, 2004 • Hotels & motels • New York
FORM OF LOAN AND SECURITY AGREEMENT (FIXED RATE #2)
Loan and Security Agreement • June 17th, 2004 • Lodgian Inc • Hotels & motels • New York
FORM OF MEZZANINE LOAN AGREEMENT (FIXED RATE POOL)
Mezzanine Loan Agreement • June 17th, 2004 • Lodgian Inc • Hotels & motels • New York
FORM OF CONDITIONAL ASSIGNMENT OF HOTEL MANAGEMENT AGREEMENT
Management Agreement • June 17th, 2004 • Lodgian Inc • Hotels & motels
FORM OF MEZZANINE LOAN AGREEMENT (FLOATING RATE POOL)
Mezzanine Loan Agreement • June 17th, 2004 • Lodgian Inc • Hotels & motels • New York
EXHIBIT 10.24.2 FORM OF PROMISSORY NOTE
Lodgian Inc • June 17th, 2004 • Hotels & motels • New York
EXHIBIT 10.22.2 FORM OF MEZZANINE NOTE (FLOATING)
Lodgian Inc • June 17th, 2004 • Hotels & motels • New York

FOR VALUE RECEIVED, LODGIAN MEZZANINE FLOATING, LLC, a Delaware limited liability company, having an address c/o Lodgian, Inc., 3445 Peachtree Road, NE, Suite 700, Atlanta, Georgia 30326 ("MEZZANINE Borrower"), promises to pay to the order of MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation (together with its successors and assigns, "MEZZANINE LENDER"), at 4 World Financial Center, New York, New York 10080, or such other place as Mezzanine Lender may designate in writing, the principal sum of _______________________, with interest on the unpaid principal balance from the date of this Mezzanine Note, until paid, at the Interest Rate in effect from time to time hereunder. This Mezzanine Note may be referred to herein as the "MEZZANINE NOTE," and the loan evidenced hereby may be referred to herein as the "MEZZANINE LOAN." Capitalized terms used but not otherwise defined herein shall have the respective meanings given thereto in the Mezzanine Loan Agreement (hereinafter defined

RECITALS:
Form of Cooperation Agreement • June 17th, 2004 • Lodgian Inc • Hotels & motels • New York
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from [LODGIAN ENTITY] (Assignor) to MERRILL LYNCH MORTGAGE LENDING, INC. (Assignee)
Lodgian Inc • June 17th, 2004 • Hotels & motels • New York
EXHIBIT 10.25.2 FORM OF PROMISSORY NOTE
Lodgian Inc • June 17th, 2004 • Hotels & motels • New York
FORM OF ASSIGNMENT OF AGREEMENTS, LICENSES, PERMITS AND CONTRACTS
Lodgian Inc • June 17th, 2004 • Hotels & motels
FORM OF LOAN AND SECURITY AGREEMENT (FIXED RATE #3)
Loan and Security Agreement • June 17th, 2004 • Lodgian Inc • Hotels & motels • New York
FORM OF PROMISSORY NOTE B
Lodgian Inc • June 17th, 2004 • Hotels & motels • New York

FOR VALUE RECEIVED, the undersigned, each having an address c/o Lodgian, Inc., 3445 Peachtree Road, NE, Suite 700, Atlanta, Georgia 30326 (each, a "BORROWER", and collectively, "BORROWERS"), jointly and severally, promise to pay to the order of MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation (together with its successors and assigns, "LENDER"), at Four World Financial Center, New York, New York 10080, or such other place as Lender may designate in writing, the principal sum of __________________________________________________ __________________________________________________________________, representing Component B, with interest on the unpaid principal balance from the date of this Note, until paid, at the Component B Rate in effect from time to time under the Loan Agreement (hereinafter defined). This Promissory Note may be referred to herein as the "NOTE," and the loan evidenced hereby may be referred to herein as the "LOAN." Capitalized terms used but not otherwise

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