PARCEL F DEVELOPMENT AGREEMENT

Exhibit 10.8

PARCEL F DEVELOPMENT AGREEMENT

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”).

THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions:

A.                                     Golf Host is the owner of the real property more particularly described on Exhibit A-1 attached hereto (the “Golf Course Parcel”) located within the community commonly known as “Innisbrook” upon which golf courses and other facilities are located (collectively, the “Club Facilities”).  GTA is the holder of the GTA Mortgage encumbering the Golf Course Parcel.

B.                                     Golf Host is also the owner of the real property more particularly described on Exhibit A-2 attached hereto (“Parcel F”) located within Innisbrook and adjacent to holes 8 through 14 of the 18 hole “Island” golf course located within the Golf Course Parcel (the “Island Course”).

C.                                     Golf Host intends to sell to Parcel F Purchaser, and Parcel F Purchaser intends to purchase from Golf Host, Parcel F pursuant to and in accordance with that certain Agreement For Sale and Purchase of Real Property – Parcel F by and between Golf Host and Parcel F Purchaser, dated as of July 13, 2001 (as amended, the “Purchase Agreement”).

D.                                     Parcel F Purchaser intends to develop Parcel F as a residential community pursuant to this Agreement containing common areas and a mixture of product types and not more than 400 residential units, as more particularly described in the Plans (as defined below) as the Plans may be modified pursuant to this Agreement and such Parcel F development shall include without limitation the development of the Parcel F Access Road in accordance with the terms of this Agreement (collectively, the “Parcel F Development”).

E.                                       Subject to the usual and customary noise and other unavoidable impacts directly associated with the development of the Parcel F Development, Parcel F Purchaser agrees (A) to undertake the Parcel F Development in accordance with the Plans and in such a manner so as to (i) avoid any unnecessary and/or avoidable disruption to the Club Facilities to the fullest extent practicable, (ii) comply with the limitations set forth in this Agreement including Exhibit N to this Agreement, and (iii) comply with all applicable laws, rules and regulations, and (B) to require purchasers of residential units located on Parcel F to promptly join the Innisbrook Resort and Golf Club (the “Club”).

F.                                       Golf Host agrees to operate and maintain the Island Course primarily as a golf course and recreational facility, grant the Easements (as defined below) over, across and/or under certain portions of the Golf Course Parcel, grant the Memberships, and comply with its obligations as expressly set forth herein.

NOW, THEREFORE , in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
RECITALS; DEFINITIONS

1.1                                Recitals .  The party making the respective foregoing Recitals represents that the respective Recitals are true and correct.  The Recitals are incorporated into this Agreement by reference as binding provisions on the parties.

1.2                                Definitions .   Unless the context expressly requires otherwise, the terms listed in this Article I shall have the following meanings, whenever used in this Agreement:

1.2.1                      “ Bee Pond Road ” means the public right of way with the same name extending from Alternate U.S. 19 and running contiguous to and past Parcel F.

1.2.2                      “ Benefitted Parcel ” means Parcel F and Parcel F Access Road Parcel.

1.2.3                      “ Directional Sign Easement Parcel” means the real property described on Exhibit B attached hereto.

1.2.4                      “ Drainage and Conservation Easement Parcel ” means the real property described on Exhibit C attached hereto.

1.2.5                      “ Easement Parcels ” means: (a) the Drainage and Conservation Easement Parcel; (b) Sanitary Sewer and Water Distribution Easement Parcel; (c) Stormwater and Utility Easement Parcel A; (d) Stormwater and Utility Easement Parcel B; (e) Wetland Mitigation Easement Parcel; (f) Mill Ridge Road; (g) Parcel F Access Road Parcel; (h) Upland Preservation and Stormwater Drainage Easement Parcel; (i) Entry Sign Easement Parcel; and (j) the Directional Sign Easement Parcel.

1.2.6                      “ Entry Sign Easement Parcel ” means the median in Old Post Road closest to U.S. Highway 19 and, to the extent of Golf Host’s existing rights set forth in (and not in violation of the provisions of) the Signage Easement Agreement (as defined below), the median in Old Post Road closest to Belcher Road and the Easement Parcels, as defined in the “Signage Easement Agreement” recorded in O.R. Book 11355, Page 1265 of the Public Records of Pinellas County, Florida.

1.2.7                      “ Golf Cart Path Parcel ” means the real property described on Exhibit D attached hereto.

1.2.8                      “ GTA Mortgage ” means that certain Mortgage, Security Agreement and Fixture Filing with Assignment of Rents, executed by Golf Host Resorts, Inc. in favor of GTA, dated June 20, 1997, and recorded in the Official Records Book 9748, page 2292, in the public records of Pinellas County, Florida, UCC-1 Financing Statement recorded in Official Records Book 9755, page 729, in the public records of Pinellas County, Florida, and that certain UCC-1 Financing Statement filed in the office of the Secretary of State of the State of Florida on June 27, 1997, under filing number 970000141314-1, together with any other collateral documents which create liens or security interests on any property to secure the indebtedness secured by the GTA Mortgage.

1.2.9                      “ Golf Course Owner ” means any Person that at the time in question owns a portion or all of the Golf Course Parcel.

1.2.10               “ Harbour Bay Town Homes ”  means the existing residential community built in Tampa, Florida by Parcel F Purchaser and located on Harbour Island.

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1.2.11               “ Master Parcel F Developer ”  has the meaning set forth in Section 3.6 below.

1.2.12               “ Mill Ridge Road ” means the existing, paved private road known as Mill Ridge Road, which runs across the Golf Course Parcel between Old Post Road and Klosterman Road, and as generally described on the map attached hereto as Exhibit E .

1.2.13               “ Owners’ Association” means the master property association to be created by the Parcel F Owner.

1.2.14               “ Parcel F Owner ” means any Person that at the time in question owns a portion or all of Parcel F, including, without limitation, the Owner’s Association, but excluding a Parcel F Unit Owner.

1.2.15               “ Parcel F Access Road Parcel” means the real property described on Exhibit F attached hereto.

1.2.16               “ Parcel F Unit Owner ” means any Person who at any time owns fee simple title to any platted lot or residential unit within Parcel F.

1.2.17               “ Person ” means any natural person, corporation, limited liability company, association, general partnership, limited partnership or other entity having legal capacity.

1.2.18               “ Phase 1 of the Parcel F Development ” means the infrastructure development for the portion of the Parcel F Development identified as phase 1 in the Plans.

1.2.19               “ Sanitary Sewer and Water Distribution Easement Parcel ” means the real property described on Exhibit G attached hereto.

1.2.20               “ Stormwater and Utility Easement Parcel A” means the real property described on Exhibit H attached hereto.

1.2.21               “ Stormwater and Utility Easement Parcel B” means the real property described on Exhibit I attached hereto.

1.2.22               “ Upland Preservation and Stormwater Drainage Easement Parcel” means the real property described on Exhibit J attached hereto.

1.2.23               “ Wetland Mitigation Easement Parcel” means the real property described on Exhibit K attached hereto.

ARTICLE II
EASEMENTS

2.1                                Sanitary Sewer and Water Distribution Easement .   Golf Course Owner hereby grants and declares a non-exclusive easement (the “Sanitary Sewer and Water Distribution Easement”) over and across the Sanitary Sewer and Water Distribution Easement Parcel in favor of Parcel F Owner for the sole and exclusive purposes of Parcel F Owner’s construction, maintenance, repair and use of (a) underground sanitary sewer facilities, (b) underground potable water facilities, (c) underground irrigation water facilities, and (d) other underground utilities.  Nothing herein shall preclude Golf Course Owner from utilizing

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the utilities and facilities described in this Section 2.1 provided that the Golf Course Owner does so at its own expense and in accordance with governmental regulations.

2.2                                Drainage and Conservation Easement .   Golf Course Owner hereby grants and declares a non-exclusive easement (the “Drainage and Conservation Easement”) over and across the Drainage and Conservation Easement Parcel in favor of Parcel F Owner for the sole and exclusive purposes of (a) construction, maintenance, repair and use of underground pipes, lines and other facilities to convey surface water from Parcel F and from the Parcel F Access Road Parcel, (b) draining surface water from Parcel F and the Parcel F Access Road Parcel into the Drainage and Conservation Easement Parcel, and (c) maintaining the Drainage and Conservation Easement Parcel in its current condition.

2.3                                Stormwater and Utility Easement .   Golf Course Owner hereby grants and declares (a) a non-exclusive easement (“Stormwater Easement A”) over and across Stormwater and Utility Easement Parcel  A in favor of Parcel F Owner for the sole and exclusive purpose of Parcel F Owner’s construction, maintenance, repair and use of underground sanitary sewer, potable water, irrigation water and other utility facilities and  underground pipes, lines and other facilities to convey surface water from Parcel F and the Parcel F Access Road Parcel; and (b) a non-exclusive easement (“Stormwater Easement B”) over and across Stormwater and Utility Easement Parcel B in favor of the Parcel F Owner for the sole and exclusive purpose of Parcel F Owner’s construction, maintenance, repair and use of underground sanitary sewer, potable water, irrigation water and other utility facilities and underground pipes, lines and other facilities to convey surface water from Parcel F.  Nothing herein shall preclude Golf Course Owner from utilizing the utilities and facilities described in this Section 2.3 provided that the Golf Course Owner does so at its own expense and in accordance with governmental regulations.

2.4                                Mill Ridge Road and Parcel F Access Road Easements .   Golf Course Owner hereby grants and declares a non-exclusive easement (the “Mill Ridge Road Easement”) over and across the existing Mill Ridge Road (the improvement of which by the Parcel F Owner is not contemplated by this Agreement) in favor of the Parcel F Owner for the lawful use by Parcel F Owner and the guests and invitees of Parcel F Owner and the Parcel F Unit Owners and for the sole and exclusive purpose of providing legally permissible pedestrian and vehicular ingress and egress over and across Mill Ridge Road.  Golf Course Owner also hereby grants and declares a non-exclusive easement (the “Parcel F Access Road Easement”) over, across and under Parcel F Access Road Parcel in favor of Parcel F Owner for the lawful use by Parcel F Owner and the guests and invitees of Parcel F Owner and the Parcel F Unit Owners and for the sole purpose of Parcel F Owner’s construction, maintenance, repair and use of a roadway, drainage infrastructure, entry improvements, landscaping, street lighting and related improvements and underground utilities to serve Parcel F and to provide pedestrian and vehicular ingress and egress to Parcel F, subject to the Golf Course Owner’s rules and regulations applied at the time in question to Mill Ridge Road and Old Post Road.  The easement for access over and across the Parcel F Access Road Parcel (but not the easement over and across the Old Post Road Parcel and the Relocated Road Parcel) created pursuant to paragraph 2.1 of the Declaration of Easements, Spread of Mortgage Lien, and Subordination of Mortgages and Partial Release of Mortgages recorded in O. R. Book 11310, Page 138 of the Public Records of Pinellas County, is hereby terminated and of no further force or effect.  The

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Parcel F Access Easement, as defined in the aforesaid paragraph 2.1, may be used on a non-exclusive basis by Parcel F Owner to the extent allowed for in this Agreement.

2.5                                Wetland Mitigation Easement .   Golf Course Owner hereby grants and declares a non-exclusive easement (the “Wetland Mitigation Easement”) over and across the Wetland Mitigation Easement Parcel in favor of Parcel F Owner to the extent required by and in accordance with Permit No. 44017498.005 issued by Southwest Florida Water Management District dated March 28, 2003, and any subsequent permit related thereto, for the sole and exclusive purposes of Parcel F Owner’s construction and installation of all mitigation of wetland impacts (“Wetland Mitigation”) arising from or in connection with the development and improvement of Parcel F Access Road, and undertaking all monitoring, maintenance, and all other governmental requirements relating to such Wetland Mitigation, together with an easement for ingress and egress to and from the Wetland Mitigation Easement Parcel  over and across property specified by Golf Course Owner in its sole discretion, that is located in the Golf Course Parcel.  Notwithstanding the foregoing, Parcel F Owner, at its sole cost and expense, shall be solely responsible for the construction, installation, monitoring, maintenance, repair, use and all other activities, including, without limitation, complying with any governmental requirements (except for the procurement of any and all necessary permits for the Wetland Mitigation, which shall be the responsibility of Golf Course Owner, at Golf Course Owner’s sole cost and expense), relating to Wetland Mitigation constructed by Parcel F Owner on the Wetland Mitigation Easement Parcel or in any other area(s) of the Golf Course Parcel as approved by Golf Course Owner.

2.6                                Upland Preservation and Stormwater Drainage Easement .  Golf Course Owner hereby grants and declares a non-exclusive easement (the “Upland Preservation and Stormwater Drainage Easement”) over and across the Upland Preservation and Stormwater Drainage Easement Parcel in favor of Parcel F Owner for the sole and exclusive purpose of Parcel F Owner’s provision of upland preservation as required by (but only if required by), and for the benefit of, regulatory agencies with proper jurisdiction (including, without limitation, Pinellas County) in connection with the permitting for and development of Parcel F and Parcel F Access Road and the installation, use, maintenance and repair of underground pipe, lines and other facilities to convey surface water.  The Upland Preservation and Stormwater Drainage Easement may be assigned by Parcel F Owner to one or more governmental agencies in connection with the development permits for Parcel F.  Golf Course Owner shall have no responsibility whatsoever for Parcel F Owner’s compliance with the requirements of any such regulatory agency.

2.7                                Signs .  Golf Course Owner hereby grants and declares a non-exclusive easement (the “Sign Easement”) over and across (a) the Directional Sign Easement Parcel in favor of Parcel F Owner for the sole and exclusive purpose of Parcel F Owner’s installation of directional signs, and (b) to the extent of Golf Course Owner’s existing rights, if any, the Entry Sign Easement Parcel, for the sole and exclusive purpose of Parcel F Owner’s installation of not more than two (2) project identification signs for the Parcel F Development.  The actual number of the directional signs that are installed by Parcel F Owner pursuant to the Sign Easement shall not exceed the number of such signs that are specified in Exhibit B for the Directional Sign Easement Parcel.  There shall be no more than three (3) project identification signs for the Parcel F Development, which signs shall be limited in number and located as follows: (i) a total of not more than two (2) project identification signs in the Entry Sign

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Easement Parcel ( i.e ., not more than one (1) project identification sign at the median in Old Post Road closest to U.S. Highway 19 and not more than one (1) project identification sign at the median in Old Post Road closest to Belcher Road and the Easement Parcels (as defined in the Signage Easement Agreement)), and (ii) a total of not more than one (1) project identification sign located at the portion of the Parcel F Access Road adjacent to the tennis courts.  The size, content, placement and all other aspects of the directional signs and the project identification signs shall be subject to Golf Course Owner’s prior written approval, which approval shall not be unreasonably withheld or delayed.  Parcel F Owner agrees that the directional signs and the project identification signs shall be consistent in all respects with the then existing signage within Innisbrook.  Once the last residential unit within Parcel F has been initially conveyed to a Retail Purchaser (as defined below), the Sign Easement shall automatically terminate and be of no further force or effect, and upon such termination, Parcel F Owner, at its sole expense, shall (A) promptly remove and discard all such directional signs and the project identification sign from the Golf Course Parcel, and (B) promptly repair and restore the Directional Sign Easement Parcel and the Entry Sign Easement Parcel (including all improvements thereon) to the same or better condition as existed before the installation of such signs.

2.8                                Other Provisions Applicable to the Easements .   The Sanitary Sewer and Water Distribution Easement, the Drainage and Conservation Easement, Stormwater and Utility Easement A, Stormwater and Utility Easement B, the Wetland Mitigation Easement, the Mill Ridge Road Easement, the Parcel F Access Road Easement, the Upland Preservation and Stormwater Drainage Easement and the Sign Easement shall be collectively referred to herein as the “Easements.”  With respect to each of the Easements and subject to the following conditions, Golf Course Owner hereby grants a “Temporary Construction Easement” over and across such portion of the Golf Course Parcel immediately adjacent to each of the Easements in favor of Parcel F Owner for the sole and exclusive purpose of Parcel F Owner’s construction of the improvements permitted by each of the Easements, which Temporary Construction Easement shall be subject to any and all requirements designated by Golf Course Owner including, without limitation, the size, location, and duration of such easement and the  times construction may be undertaken.  Any and all work shall be performed in a good workmanlike manner so as to minimize the disruption to, and maintain the playability and quality of, the Club Facilities.  Each of the Easements (except for the Sign Easement which shall automatically terminate in accordance with Section 2.7 of this Agreement) shall continue in effect, in perpetuity, unless and until such Easement is amended in accordance with Section 6.2 of this Agreement.  Each of the Easements shall be an easement appurtenant to, and run with the title to, Parcel F and the Parcel F Access Road.  All construction, installation, monitoring, maintenance, repair, use and all other activities (including, without limitation, the procurement of any and all necessary permits and complying with any governmental requirements) with respect to each and every one of the Easements (and the Temporary Construction Easement) shall be performed in a professional, high-quality manner and promptly and diligently completed once commenced by Parcel F Owner at Parcel F Owner’s sole cost and expense.  Golf Course Owner shall bear no such costs and expenses except in the event and to the extent expressly set forth herein.  Each and all of the Easements are being granted (and the Temporary Construction Easement which shall be granted pursuant to and subject to the terms of this Agreement) on a non-exclusive basis and Golf Course Owner may use, or cause or allow others to use one or more of the Easements (and the Temporary Construction Easement) at Golf

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Course Owner’s sole election.  Golf Course Owner reserves all of its rights to use the Easement Parcels, including, without limitation, the right to construct, maintain and use improvements over, across and under the Easement Parcels.  Notwithstanding the foregoing, Golf Course Owner’s use of the Easement Parcels shall not unreasonably interfere with the use of the Easements by Parcel F Owner as specified in this Agreement.  Prior to conducting any permitted activities on any of the Easement Parcels pursuant to any right granted in any of the Easements, Parcel F Owner shall, not less than thirty (30) days before commencing such permitted activities on any of the Easement Parcels, deliver written notice to Golf Course Owner of the specifics of such permitted activities, including, without limitation, copies of plans and specifications for such permitted activities, and the names of each contractor who will be performing any portion of such permitted activities.  Parcel F Owner shall, at its sole cost and expense: promptly replace any sod or other landscaping or other improvements (including, without limitation, irrigation and power lines, utility lines, pumphouse and equipment) disturbed by the activities of Parcel F Owner (or its agents or contractors), and upon completion, promptly repair and restore the Easement Parcels (including all improvements thereon) and such portion of the Golf Course Parcel that is utilized by Parcel F Owner as a Temporary Construction Easement (including all improvements thereon) to the same or better condition as existed before such permitted activities of Parcel F Owner (or its agents or contractors) on the Easement Parcels and the Temporary Construction Easement; and promptly repair any damage to the Easement Parcels and the Golf Course Parcel, and any improvements located thereon, caused by the operation or malfunction of any pipes, lines or other equipment or improvements installed, constructed, or placed in, under or adjacent to any of the Easement Parcels by Parcel F Owner (or its agents or contractors). Subject to the usual and customary noise and other unavoidable impacts directly associated with the development of the Parcel F Development in accordance with the Plans, Parcel F Owner (a) shall conduct all of its activities in connection with the Easements and the Temporary Construction Easement in a manner so as to avoid any unnecessary and/or avoidable disruption to the Club Facilities and the operations thereon to the fullest extent practicable and to protect the quiet enjoyment of the employees, guests, members, licensees and invitees of Golf Course Owner, and (b) shall cooperate with Golf Course Owner with respect to the timing, sequencing, organizing and supervising of any such permitted activities on the Easement Parcels and the Temporary Construction Easement, so as to maintain the playability and quality of the Club Facilities.

2.9                                Declaration of Easement for Golf Cart Path .  Parcel F Owner hereby declares and grants, a non-exclusive perpetual easement (the “Golf Cart Path Easement”) (a) over and across the Golf Cart Path Parcel in favor of the Golf Course Owner for the sole and exclusive purpose of providing golf cart and maintenance equipment, and pedestrian access between the portions of the Golf Course Parcel lying on either side of the Golf Cart Path Parcel to facilitate use of the Golf Course Parcel by employees, guests, members, licensees and invitees of the Golf Course Owner, and (b) under the Golf Cart Path Parcel in favor of  the Golf Course Owner for the purpose of the Golf Course Owner’s construction, maintenance, repair and use, at the Golf Course Owner’s sole cost and expense, of new utility lines (including, without limitation, irrigation and power lines) and other improvements to be located under the Golf Cart Path Parcel; provided , however , that all costs and expenses related to the relocation of any existing improvements ( e.g. , tee boxes or utility lines, including, without limitation, irrigation and power lines) on either the Golf Course Parcel or Parcel F due to the construction of a new private road that will be built subject to the Golf Cart Path Easement and pursuant to and in

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accordance with the Plans shall be completed and performed at Parcel F Owner’s sole cost and expense.  The Golf Cart Path Easement shall be an easement appurtenant to the Golf Course Parcel.  In the event that the Golf Course Owner determines that, because of grade issues, the best location for the redesigned cart path near the 11 ^th tee box is outside of the boundaries of the Golf Cart Path Easement, then Parcel F Owner agrees to amend the Golf Cart Path Easement to accommodate the relocation of the golf cart path.  The Golf Cart Path Easement shall be non-exclusive of other uses of Parcel F Owner, and Parcel F Owner reserves the right to use the Golf Cart Path Easement, including, without limitation, the right to construct, maintain and use improvements over, across and under the Golf Cart Path Parcel.  Notwithstanding the foregoing, Parcel F Owner’s use of the Golf Cart Path Easement shall not unreasonably interfere with the use of the Golf Cart Path Easement by the Golf Course Owner as specified in this Section 2.9.  The easement for the Golf Cart Path Easement created pursuant to paragraph 2.3 of the Declaration of Easements, Spread of Mortgage Lien, and Subordination of Mortgages and Partial Release of Mortgages recorded in O. R. Book 11310, Page 138 of the Public Records of Pinellas County, is hereby terminated and of no further force or effect.

ARTICLE III

OTHER RIGHTS AND SUBORDINATION

3.1                                “Innisbrook” Name and Mark .  Golf Course Owner hereby quitclaims to Parcel F Owner a royalty free, non-exclusive license to use the name “Innisbrook” (“Name”) and the design attached hereto as Exhibit L (“Logo”), solely in connection with Parcel F Owner’s marketing, development and operation of the Parcel F Development and for no other use, but only to the extent of Golf Course Owner’s rights to the Name and Logo (together, the “Mark”), if any.  Golf Course Owner and GTA make no representations, warranties or covenants with respect to any ownership or other possessory rights in the Mark.  To the extent of Golf Course Owner’s rights to the Mark, if any, Parcel F Owner may use the Mark only in connection with the name(s) of the Parcel F Development in combination with at least two (2) other words keeping with the Scottish theme of Innisbrook. The full name(s) of the Parcel F Development shall be approved in advance in writing by Golf Course Owner, and shall not include the words “Westin”, “Golf Trust,” “Golf Trust of America” or “Troon”, and shall specifically exclude any other hotel or product names.  Parcel F Owner shall provide Golf Course Owner, for Golf Course Owner’s prior written approval, plans for all signage used by Parcel F Owner that uses the Mark, together with representative samples of all advertising and other literature prepared by Parcel F Owner which uses the Mark.  Parcel F Owner shall not use the Mark in any sign, advertising or other literature which has not been approved in advance and in writing by Golf Course Owner, which approval shall not be unreasonably withheld or delayed.  In addition to any other reason that Golf Course Owner may have for disapproving any proposed use of the Mark, Golf Course Owner shall not have any duty or obligation to approve any use of the Mark in any such sign, advertising or other literature which contains any photographs, narratives or statements (either in part or in whole) that may be determined by Golf Course Owner as being misleading, untrue or inaccurate in any respect or that may be determined by Golf Course Owner as obligating Golf Course Owner or GTA to anything whatsoever.  When using the Mark under this Agreement, Parcel F Owner undertakes to comply, at its sole cost and expense, with all laws pertaining to trademarks and service marks in force at any time in the State of Florida.  Golf Course Owner shall have no liability under this Agreement to Parcel F Owner or to any other party because of any challenge to or failure of Golf Course Owner’s ownership of or right to use or license the use of the Mark or Parcel F

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Owner’s right to use the Mark pursuant to this Agreement, whether or not Golf Course Owner approves Parcel F Owner’s use thereof.  To the best of Golf Course Owner’s actual knowledge, Golf Course Owner has not granted any license or entered into any other agreement with respect to the Mark which would prevent or prohibit the use of the Mark by Parcel F Owner pursuant to this Agreement; Golf Course Owner has not undertaken any search of legal rights in the U.S. Patent and Trademark Office or otherwise and Parcel F Owner understands and acknowledges that fact.  During the entire time this Agreement and the rights, if any, quitclaimed to Parcel F Owner under this Section 3.1 shall be in effect, Golf Course Owner agrees that it will not in the future grant any license or enter into any other agreement with respect to the Mark which would be inconsistent with the rights, if any, quitclaimed to Parcel F Owner pursuant to this Agreement.

3.2                                Operation and Maintenance .  Parcel F Owner agrees that all improvements constructed on Parcel F shall be operated and maintained in a first-class, premier condition consistent with a high quality residential community and such restriction shall run in favor of the Golf Course Owner.  The Golf Course Owner shall operate and maintain the Island Course primarily as a golf course and recreational facility and shall operate and maintain the Island Course in substantially the same condition as it is currently being operated; provided , however , the Golf Course Owner shall only be so obligated for so long as the Parcel F Development exists pursuant to the Plans.

3.3                                Golf Club Memberships .  The Code (as defined below) provides for different types of memberships in the Club.  A “Golf Membership” has greater privileges than the other types of memberships ( e.g ., clubhouse membership) in the Club.  Golf Course Owner hereby grants and assigns to Parcel F Owner, for its benefit and the benefit of the parties who have received a written assignment of a membership executed by Parcel F Owner, up to: (i) 320 fully paid initiation fee Memberships of any type (including a Golf Membership) (“Unrestricted Memberships”); and (ii) 80 fully paid initiation fee Memberships of any type (other than a Golf Membership) (“Restricted Memberships”) (individually, a “Membership” and, collectively, the “Memberships”).  The Restricted Memberships may in no event be upgraded to a Golf Membership without Golf Course Owner’s prior written approval in each instance.  Each of the Memberships shall be associated with a separate residential unit to be located within Parcel F (but no more than one (1) Membership shall be associated with a particular residential unit to be located within Parcel F) and the holder of the Membership shall have certain rights in the Club solely pursuant to (a) the Code of Regulations of the Club (“Code”), which Golf Course Owner may amend from time to time pursuant to the Code, and (b) this Agreement.  In addition, each of the Memberships shall be freely transferable to an assignee of Parcel F Owner who may own all or a portion of Parcel F, and/or to the first bonafide third-party retail purchaser of a residential unit within Parcel F (“Retail Purchaser”), pursuant to a written assignment of such Membership executed by Parcel F Owner. All applicable Membership dues, assessments and other charges that accrue after such date of assignment to a Retail Purchaser shall be paid to the Club by such Retail Purchaser.  Parcel F Owner shall not assign (partially or fully) a Membership to a Retail Purchaser until such time that the purchase contract for the respective residential unit within Parcel F has been fully performed and the transaction has closed.  Each of the Memberships will not be subject to any dues, assessments or other charges until such Membership is transferred to a Retail Purchaser of a residential unit within Parcel F, but in no event shall any initiation fee otherwise required pursuant to the Code (as the same may be amended from time to time) be due and payable in connection with such Memberships

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that are initially acquired by each Retail Purchaser, unless such Memberships are not acquired within ten (10) years from the date of this Agreement (in which case, such Memberships shall only be transferred to a Retail Purchaser thereafter upon payment by such Retail Purchaser of the then currently applicable initiation fee to the Club).  Each and every owner of a residential unit within Parcel F is required to join the Club at least as a clubhouse member pursuant to the Code (as the same may be amended from time-to-time) at the closing of a residential unit and shall (1) pay in a timely manner the applicable dues and other charges that accrue for such Membership on and after such closing, and (2) maintain such clubhouse membership or another type of Membership with greater privileges (including paying in a timely manner the applicable dues and other charges that accrue with respect to that Membership) for so long as such owner owns the residential unit within Parcel F.  The first Retail Purchaser of a residential unit may upgrade its Membership to another class of Membership with greater privileges pursuant to the Code by acquiring such upgraded Membership from, and paying the additional initiation fee ( i.e ., the difference between the then current initiation fee for such upgraded Membership and the initiation fee specified for the type of Membership acquired by such Retail Purchaser at the time of its acquisition by such Retail Purchaser) to, the Club; provided , however , that (x) only an Unrestricted Membership may be upgraded to a Golf Membership, (y) there are not more than 320 Golf Memberships in total acquired by Retail Purchasers that have Unrestricted Memberships, and (z) in the event that such Retail Purchaser upgrades its Membership within two (2) years after such Retail Purchaser’s closing date on its residential unit within Parcel F, then such Retail Purchaser may upgrade its Membership to another class of Membership with greater privileges pursuant to the Code by acquiring such upgraded Membership from Parcel F Owner pursuant to and in accordance with terms established by Parcel F Owner, which terms shall provide an economic incentive for such Retail Purchaser to upgrade their Membership as soon as possible within such two (2) year period after such Retail Purchaser’s closing date on its residential unit within Parcel F and shall provide that Golf Course Owner shall receive at the time of such upgrade the difference between the dues that would have been paid for such upgraded membership less the dues actually paid.  Golf Course Owner shall have the right to review and approve the foregoing terms established by Parcel F Owner, which approval shall not be unreasonably withheld.  The Membership dues for such upgraded Memberships that accrue with respect to that Membership after such upgrade shall be paid in a timely manner by such member to the Club in accordance with the Code (as the same may be amended from time to time).  Subsequent Retail Purchaser’s of a residential unit ( e.g. , a purchaser who acquires a residential unit from a person who acquired such unit from Parcel F Owner) shall have the right to join the Club, pursuant to the terms of the Code (as the same may be amended from time to time), including payment in a timely manner of initiation fee and dues.  At no time may the number of Memberships available to and/or held by the Parcel F Unit Owners and acquired from Parcel F Owner exceed the number of residential units actually built or under construction on Parcel F and no more than eighty percent (80%) of the total Memberships shall be Unrestricted Memberships.

3.4                                Subordination of GTA Mortgage .  GTA (is, as of the date of this Agreement, the mortgagee pursuant to the GTA Mortgage.  GTA hereby subordinates its lien and rights under the GTA Mortgage to this Agreement and GTA will not foreclose or cancel any rights or interests of Golf Course Owner or Parcel F Owner or otherwise pursuant to this Agreement.

3.5                                Amendment of Purchase Agreement; Survival Rights .  No amendment, modification or assignment of the Purchase Agreement which adversely affects the Golf Course

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Parcel, GTA’s interest as mortgagee of the Golf Course Parcel, or GTA or any of its affiliates’ interest in the sale of Parcel F shall be deemed to be effective without the prior written consent of the Golf Course Owner.  Additionally, upon the termination of the Purchase Agreement or Parcel F Purchaser’s interest in the Purchase Agreement, Parcel F Purchaser shall have no further rights under this Agreement.

3.6                                Master Parcel F Developer .  The Master Parcel F Developer shall mean Golf Host, and in the event Golf Host