MORTGAGE SECURITY AGREEMENT AND FIXTURE FILING

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Exhibit 10.22.2

PREPARED BY AND AFTER RECORDING
RETURN TO:

Thomas M. Little, Esq.
Foley & Lardner LLP
P.O. Box 3391
Tampa, Florida 33601

MORTGAGE

SECURITY AGREEMENT AND FIXTURE FILING

Dated as of March 18, 2004

from

GOLF TRUST OF AMERICA, L.P ,
a Delaware limited partnership having an office at
14 N. Adger's Wharf
Charleston, SC 29401
Attention: M. Bradley Blair, II and Brendan Magee
(the " Mortgagor ")

to

TEXTRON FINANCIAL CORPORATION,
a Delaware corporation, having an office at
11575 Great Oaks Way, Suite 210
Alpharetta, Georgia 30022
Attention: President—Golf Finance
(the " Mortgagee ")

LOCATION OF PREMISES
Richland County, South Carolina

        ADDITIONAL SUM OR SUMS FOR ANY PURPOSE, INCLUDING FUTURE ADVANCES AND READVANCES IN ACCORDANCE WITH SECTION 29-3-50, S.C. CODE ANN. (1976), AS AMENDED, AND FOR SUCH FURTHER SUMS AS MAY BE ADVANCED TO OR FOR THE MORTGAGOR'S ACCOUNT FOR TAXES, INSURANCE PREMIUMS, PUBLIC ASSESSMENTS AND NECESSARY REPAIRS. THE MAXIMUM AMOUNT OF THE INDEBTEDNESS SECURED HEREBY SHALL NOT EXCEED $4,200,000

COLLATERAL IS OR INCLUDES FIXTURES

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MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING

         THIS MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING (as amended, supplemented, restated or otherwise modified from time to time, this " Mortgage ") is made and entered into as of the 18th day of March, 2004, by GOLF TRUST OF AMERICA, L.P.. , a Delaware limited partnership , having a mailing address of 14 N. Adger's Wharf, Charleston, South Carolina 29401, Attention: W. Bradley Blair, II and Brendan Magee (hereinafter referred to as " Mortgagor "), in favor of TEXTRON FINANCIAL CORPORATION , a Delaware corporation, having a mailing address of 11575 Great Oaks Way, Suite 210, Alpharetta, Atlanta, GA 30022, Attention: President—Golf Finance (hereinafter referred to as the " Mortgagee ").

        In order to secure the payment, performance and observance of the indebtedness and other obligations of Mortgagor hereinafter set forth, Mortgagor has granted and conveyed, and does hereby irrevocably grant, bargain, sell, release, convey, warrant, assign, transfer, mortgage, pledge and set over and confirm unto the Mortgagee, its successors and assigns, all of Mortgagor's right, title, and interest in and to the following described land and interests in land, estates, easements, rights, improvements, property, fixtures, equipment, furniture, furnishings, appliances and appurtenances (hereinafter collectively referred to as the " Premises "):

        (a)   All those certain tracts, or parcels of land more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof (hereinafter referred to as the " Land ").

        (b)   Certain perpetual, non-exclusive appurtenant easements for the use and benefit of the Land across, over and upon those certain tracts or parcels of land more particularly described on Exhibit "A" attached hereto and by this reference made a part hereof.

        (c)   All buildings, structures and improvements of every nature whatsoever now or hereafter situated on the Land (hereinafter referred to as the " Improvements ").

        (d)   All of Mortgagor's right, title and interest in the collateral described in Exhibit "B" attached hereto and by this reference made a part hereof.

         TO HAVE AND TO HOLD the Premises, with all privileges and appurtenances thereunto belonging or in any manner now or hereinafter appertaining thereto, for the use and benefit of the Mortgagee upon the conditions hereinafter set forth. Mortgagor covenants that Mortgagor is lawfully seized and possessed of the Premises as aforesaid, and has all requisite right and authority to encumber the same, that the same is unencumbered except for those matters expressly set forth in the title insurance commitment dated February 9, 2004 issued by Commonwealth Land Title Insurance Company (the " Permitted Exceptions ") and that Mortgagor does hereby bind itself, its successors and assigns, to warrant and will forever defend the title thereto against the claims of all persons whomsoever, except as to the Permitted Exceptions.

        This Mortgage is given to secure the following described indebtedness (collectively, the " Indebtedness "):

        (a)   Any and all sums owed by Mortgagor to the Mortgagee and the liabilities and obligations of Mortgagor hereunder or under the that certain Guaranty Agreement of even date herewith by Mortgagor in favor of Mortgagee, whereby Mortgagor guaranteed the obligations of GTA Stonehenge, LLC (the "Borrower") under that certain Revolving Promissory Note by Borrower to Mortgagee of even date herewith, or any and all other indebtedness, liabilities, or obligations of Mortgagor to the Mortgagee, of any nature whatsoever, whether now existing or hereafter created, whether direct, indirect or secondary, and any and all modifications, extensions or renewals thereof, including without limitation sums owed under any other instrument evidencing securing or in any way concerning the debt evidenced by the Note.

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        Mortgagor is the sole member of Borrower and as such, will derive direct economic benefit from the loan from Mortgagee evidenced by the Revolving Promissory Note delivered by Borrower.

        This Mortgage and the Guaranty Agreement between Mortgagee and Mortgagor, each dated of even date herewith, which evidence, secure and/or relate to the loan evidenced by the Note are hereinafter collectively referred to as the " Security Documents. "

        Should the Indebtedness be paid according to the terms and provisions of the Security Documents when the same shall become due and payable, and should Mortgagor perform all covenants, terms and conditions herein contained in a timely manner, then this Mortgage shall be null and void and may be released of record at the request and the expense of Mortgagor.

        Mortgagor hereby further covenants and agrees as follows:

ARTICLE I

         1.1      Payment of Indebtedness.     Mortgagor will pay all amounts due under the Indebtednes according to the tenor thereof and all other sums now or hereafter secured hereby promptly as the same shall become due.

         1.2      Taxes, Liens and Other Charges.     

        (a)   In the event of the passage of any state, federal, municipal or other governmental law, order, rule or regulation, subsequent to the date hereof, in any manner changing or modifying the laws now in force governing the taxation of the Indebtedness or this Mortgage or the manner of collecting taxes so as to adversely affect the Mortgagor (exclusive of any tax assessed on Mortgagee's net income), Mortgagor will promptly pay any such tax before the same becomes delinquent. If Mortgagor fails to make such prompt payment, then the entire balance of the principal sum secured by this Mortgage and all interest accrued thereon shall, at the option of the Mortgagee, become immediately due and payable. If in the opinion of the Mortgagee, any such state, federal, municipal, or other governmental law, order, rule or regulation prohibits Mortgagor from making such payment or would penalize the Mortgagee if Mortgagor makes such payment or if, in the opinion of the Mortgagee, the making of such payment might result in the imposition of interest beyond the maximum amount permitted by applicable law, then the entire balance of the principal sum secured by this Mortgage and all interest accrued thereon shall, at the option of the Mortgagee, become immediately due and payable.

        (b)   Mortgagor will pay (to the extent same are not paid from the escrowed funds provided for in Paragraph 1.4), before the same become delinquent, all taxes, liens, assessments and charges of every character, including but not limited to all utility charges, now or hereafter levied or assessed upon the Premises; and upon demand will furnish the Mortgagee receipted bills evidencing such payment.

        (c)   Subject to Paragraph 1.2(d) below, Mortgagor will not suffer or permit any mechanic's, materialman's, laborer's, construction, statutory or other lien to remain outstanding upon all or any part of the Premises.

        (d)   Mortgagor may contest at its sole expense, after prior written notice to Mortgagee, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, validity or application of any taxes, liens, assessments or charges levied or assessed upon the Premises or any mechanic's, materialman's, laborer's, construction, statutory or other lien filed against the Premises, so long as such proceedings operate to prevent the collection or other realization thereon and the sale or forfeiture of the Premises or any part thereof to satisfy the same or the impairment of Mortgagee's lien; provided that (i) during such contest Mortgagor shall, at the option of Mortgagee, provide Mortgagee with security reasonably satisfactory to Mortgagee

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assuring the payment of the Indebtedness and of any additional interest, charge, penalty or expense arising from or incurred as a result of such contest, and (ii) if at any time Mortgagee determines that the payment of any obligation imposed upon Mortgagor under this Paragraph 1.2 shall become necessary to prevent either the sale or forfeiture of the Premises or any part thereof to satisfy the same or the imposition of any liability on Mortgagee, then Mortgagor shall immediately pay the same.

         1.3      Insurance .    

        (a)   Mortgagor shall deliver to and maintain, for the benefit of Mortgagee during the term of this Mortgage, paid up insurance policies in all respects acceptable to Mortgagee, with co-insurance clauses (if any) approved by Mortgagee, and containing a waiver of subrogation rights by the insuring company, non-contributory standard mortgage benefit clause or their equivalents, and a mortgagee loss payable endorsement in favor of and satisfactory to Mortgagee, providing insurance on the Premises as is more particularly set forth on Exhibit "C" attached hereto and by this reference made a part hereof.

        (b)   Mortgagor shall deliver to Mortgagee annually during the term of this Mortgage certificates, from the applicable insuring companies evidencing the existence of the types and amounts of insurance on the Premises required hereunder and evidencing full payment of all premiums in connection therewith.

        (c)   The Mortgagee is hereby authorized and empowered, at its option, to adjust or compromise any loss under any insurance policies maintained pursuant to this Paragraph 1.3, and to collect and receive the proceeds from any such policies. In such event, each insurance company is hereby authorized and directed to make payment for all such losses directly to the Mortgagee, instead of to Mortgagor and the Mortgagee jointly. In the event any insurance company fails to disburse directly and solely to the Mortgagee but disburses instead either solely to Mortgagor or to Mortgagor and the Mortgagee jointly, Mortgagor agrees immediately to endorse and transfer such proceeds to the Mortgagee. Upon the failure of Mortgagor to endorse and transfer such proceeds as aforesaid, the Mortgagee may execute such endorsements or transfers for and in the name of Mortgagor and Mortgagor hereby unconditionally and irrevocably appoints the Mortgagee as Mortgagor's agent and attorney-in-fact, coupled with an interest, to endorse and transfer such proceeds to Mortgagee. After deducting from said insurance proceeds all of its expenses incurred in the collection and administration of such sums, including attorneys' fees, the Mortgagee may apply the net proceeds or any part thereof, at its option (i) to the payment of the Indebtedness, whether or not due and in whatever order the Mortgagee elects, (ii) to the repair and/or restoration of the Premises or (iii) for any other purposes or objects for which the Mortgagee is entitled to advance funds under this Mortgage all without affecting the lien of this Mortgage. The Mortgagee shall not be held responsible for any failure to collect any insurance proceeds due under the terms of any policy regardless of the cause of such failure.

        (d)   All insurance policies required pursuant to this Mortgage shall provide that the coverage afforded thereby shall not expire or be amended (including any reduction of the scope or limits of coverage), canceled or otherwise terminated without at least thirty (30) days prior written notice to the Mortgagee. At least thirty (30) days prior to the expiration date of each policy maintained pursuant to this Paragraph 1.3, a certificate evidencing the renewal or replacement thereof and otherwise satisfying the requirements of subparagraph (b) above shall be delivered to the Mortgagee. Mortgagor shall deliver to the Mortgagee receipts evidencing the payment for all such insurance policies and renewals or replacements.

        (e)   Should any insurance required by Mortgagee be cancelled, reduced, or non-renewed, or if Mortgagor fails to provide such required insurance, Mortgagee may, at its sole discretion, procure insurance and the cost thereof shall be additional indebtedness of Mortgagor under this Mortgage.

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Mortgagor shall reimburse Mortgagee for any premiums and other costs paid or otherwise incurred by Mortgagee associated with obtaining any such insurance.

        (f)    The delivery of any insurance certificates or receipts for payment of premiums hereunder shall constitute an assignment of all unearned premiums as further security hereunder. In the event of the foreclosure of this Mortgage or any other transfer of title to the Premises in full or partial extinguishment of the Indebtedness, all right, title and interest of Mortgagor in and to all insurance policies then in force shall pass to the purchaser or grantee.

         1.4      Monthly Deposits.     To further secure the payment of the taxes, assessments and the premiums on the insurance, Mortgagor will deposit with the Mortgagee, on the due date of each monthly installment under the Note, a sum which, in the estimation of the Mortgagee, shall be equal to one-twelfth (1/12) of the annual taxes, assessments and insurance premiums on or with respect to the Premises; provided, however, that deposits for insurance premiums shall not be required so long as (a) the insurance required to be provided hereunder is being provided under a blanket insurance policy approved by Mortgagee or (b) there shall exist no Event of Default (as hereinafter defined) hereunder. Said deposits shall be held by the Mortgagee, free of interest and free of any liens or claims on the part of creditors of Mortgagor and as part of the security of the Mortgagee, and to be used by the Mortgagee to pay current taxes, assessments and insurance premiums on the Premises as the same are due. Said deposits shall not be trust funds but may be commingled with the general funds of the Mortgagee. If said deposits are insufficient to pay the taxes, assessments and insurance premiums in full as the same become due, Mortgagor shall, upon request of Mortgagee, deposit immediately with the Mortgagee such additional sum as may be required in order for the Mortgagee to pay such taxes, assessments and insurance premiums in full. Upon the occurrence of any default or Event of Default at any time when the Mortgagee is in possession of such deposits, the Mortgagee may, at its option, apply any of said deposits to the payment of the Indebtedness in such manner as it may elect.

         1.5      Condemnation.     If all or any portion of the Premises shall be damaged or taken through condemnation (which term when used in this Mortgage shall include any damage or taking by any governmental authority and any transfer by private sale in lieu thereof), either temporarily or permanently, then the entire Indebtedness shall, at the option of Mortgagee, become immediately due and payable. Mortgagee shall be entitled to receive all compensation, awards and other payments or relief payable with respect to any condemnation. Mortgagee is hereby authorized, at its option, to commence, appear in and prosecute, in its own or in Mortgagor's name, any action or proceeding relating to any condemnation, and to settle or compromise any claim in connection therewith. All such compensation awards, damages, claims, rights of action and proceeds and the right thereto are hereby assigned by Mortgagor to Mortgagee. After deducting from said condemnation proceeds all of its expenses incurred in the collection and administration of such sums, including attorneys' fees, Mortgagee may apply the net condemnation proceeds or any part thereof, at its option, (a) to the payment of the Indebtedness, whether or not due and in whatever order Mortgagee elects, (b) to the repair and/or restoration of the Premises, or (c) for any other purposes or objects for which Mortgagee is entitled to advance funds under this Mortgage, all without affecting the lien of this Mortgage. All net condemnation proceeds to be disbursed by Mortgagee pursuant to this Paragraph 1.5 shall be disbursed in a manner acceptable to Mortgagee as the repair and/or replacement work proceeds. Mortgagee shall not be held responsible for any failure to collect any condemnation regardless of the cause of such failure. Mortgagor agrees to execute such further assignment of any compensation, awards, damages, claims, rights of action and proceeds as Mortgagee may require.

         1.6      Care of Premises.     Mortgagor hereby convenants and agrees as follows:

        (a)   Mortgagor will keep the buildings, parking areas, roads and walkways, recreational facilities, landscaping and all other improvements of any kind now or hereafter erected on the Land or any part thereof (including, without limitation, the golf course), and the fixtures,

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furnishings and equipment therein and thereon, in good condition and repair (normal wear and tear excepted), will not commit or suffer any waste and will not do or suffer to be done anything which will increase the risk of fire or other hazard to the Premises or any part thereof.

        (b)   Mortgagor will not remove or demolish or alter the structural character of any Improvement located on the Land without the written consent of Mortgagee.

        (c)   If the Premises or any part thereof is damaged by fire or any other cause and the amount of the damage exceeds Ten Thousand and 00/100 Dollars ($10,000), Mortgagor will give immediate written notice thereof to Mortgagee.

        (d)   Mortgagee and its representatives are hereby authorized to enter upon and inspect the Premises at any time during normal business hours or, after the occurrence of an Event of Default, at any time.

        (e)   Mortgagor will promptly comply with all present and future laws, ordinances, rules and regulations of any governmental authority affecting the Premises or any part thereof. Mortgagor will deliver to Mortgagee, within ten (10) days after Mortgagor's receipt thereof, copies of any additional governmental permits or approvals or disapprovals or notices issued with regard to the Premises or any portion thereof.

        (f)    If all or any part of the Premises shall be damaged by fire or other casualty, Mortgagor will promptly restore the Premises to the equivalent of its original condition or better , and if a part of the Premises shall be damaged through condemnation, Mortgagor will promptly restore, repair or alter the remaining portions of the Premises to a facility which is comparable to the preexisting facility in terms of overall usable square footage and type of functions served by such facility, which new facility shall be constructed with the same or better quality of materials and workmanship as the preexisting facility and shall be constructed in accordance with the applicable requirements of the then existing zoning and building codes and other applicable laws and market considerations. All repair and restoration shall be diligently prosecuted to completion by Mortgagor and shall be completed within six (6) months after the original damage or destruction provided, however, that if Mortgagor diligently pursues completion of all repair and restoration throughout said six (6) month period but is unable to complete the work during such time period, Mortgagor shall have an additional, reasonable period of time in which to complete such work, in no event to exceed an additional six (6) months. Notwithstanding the foregoing, Mortgagor shall not be obligated to so restore unless in each instance, the Mortgagee agrees to make available to Mortgagor (pursuant to a procedure satisfactory to Mortgagee in its sole and absolute discretion) any net insurance or condemnation proceeds actually received by the Mortgagee hereunder in connection with such casualty loss or condemnation, to the extent such proceeds are required to defray the expense of such restoration. In no event shall the unavailability or insufficiency of any such insurance or condemnation proceeds to defray the entire expense of restoration in any way relieve Mortgagor of its obligation to restore. In the event all or any portion of the Premises shall be damaged or destroyed by fire or other casualty or by condemnation, Mortgagor shall promptly deposit with the Mortgagee a sum equal to the amount by which an architect's estimate (acceptable to Mortgagee in its sole discretion) of cost of the restoration of the Premises exceeds the actual net insurance or condemnation proceeds received by Mortgagee in connection with such damage or destruction.

         1.7      Security Agreement and Fixture Filing.     Insofar as (a) any of the property listed on Exhibit "B" attached hereto and, (b) all other personal property either referred to or described in this Mortgage, or in any way connected with the use or enjoyment of the Premises (hereinafter all collateral defined in clauses (a) and (b) of this paragraph shall be collectively referred to as "Collateral"), this Mortgage, in compliance with the provisions of the Uniform Commercial Code as enacted in the State of South Carolina, as it may be amended from time to time (the "UCC"), is hereby made and declared to be:

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(x) a security agreement, encumbering the Collateral and (y) a fixture filing. Mortgagor does hereby grant to the Mortgagee a continuing lien and security interest in and to all of Mortgagor's right, title and interest in and to the Collateral and all replacements, substitutions, additions and proceeds thereof and all after-acquired property relating thereto. A financing statement or statements reciting this Mortgage to be a security agreement, affecting all of the Collateral aforementioned, shall be executed by Mortgagor and appropriately filed. Mortgagor covenants and agrees that, prior to changing its name, identity or structure, it will so notify the Mortgagee in writing and will promptly execute any financing statements or other instruments deemed necessary by the Mortgagee to prevent any filed financing statement from becoming seriously misleading or losing its perfected status. The remedies for any violation of the covenants, terms and conditions of the security agreement herein contained shall be (a) as prescribed herein, (b) as prescribed by general law, or (c) as prescribed by the specific statutory consequences now or hereafter enacted and specified in the UCC, all at Mortgagee's sole and absolute discretion. Mortgagor and Mortgagee agree that the filing of such financing statement(s) in the records normally having to do with personal property shall never be construed in anywise derogating from or impairing this declaration and hereby stated intention of Mortgagor and Mortgagee that everything used in connection with the production of income from the Premises, adapted for use therein, and/or which is described in this Mortgage, is, and at all times and for all purposes and in all proceedings both legal or equitable shall be, regarded as part of the real estate irrespective of whether (a) any such item is physically attached to the improvements, (b) serial numbers are used for the better identification of certain items capable of being thus identified in a recital contained herein, or (c) any such item is referred to or reflected in any such financing statement(s) so filed at any time. Similarly, the mention in any such financing statement(s) of the rights in and to (aa) the proceeds of any insurance policy relating to the Premises (bb) any award in eminent domain proceedings for a taking or for loss of value, or (cc) Mortgagor's interest as lessor in any present or future lease, sublease, or rights to income growing out of the use and/or occupancy of the Premises, whether pursuant to lease, sublease, or otherwise, shall never be construed as in anywise altering any of the rights of Mortgagee as determined by this Mortgage or impugning the priority of Mortgagee's lien granted hereby or by any other recorded document, but such mention in such financing statement(s) is declared to be for the protection of Mortgagee in the event any court shall at any time hold with respect to the foregoing (aa), (bb) or (cc), that notice of Mortgagee's priority of interest to be effective against a particular class of persons, must be filed in the UCC records. The information contained herein is provided in order that this Mortgage shall comply with the requirements of the UCC for instruments to be filed as financing statements. The "Debtor" is Mortgagor herein and; the "Secured Party" is Mortgagee herein. The principal place of business of the Debtor is as set forth on Page 1 of this Mortgage, the mailing addresses of the Debtor and Secured Party are as set forth on Page 1 of this Mortgage, and the types or items of collateral are as described hereinabove.

         1.8      Further Assurances; After Acquired Property.     At any time, and from time to time, upon request by Mortgagee, Mortgagor will make, execute and deliver or cause to be made, executed and delivered, to Mortgagee and, where appropriate, cause to be recorded and/or filed and from time to time thereafter to be re-recorded and/or re-filed at such time and in such offices and places as shall be reasonably deemed desirable by Mortgagee, any and all such other and further mortgages to secure debt or deeds of trust, security agreements, financing statements, continuation statements, instruments of further assurance, certificates and other documents as may, in the opinion of Mortgagee, be necessary or desirable in order to effectuate, complete, or perfect, or to continue and preserve (a) the obligations of Mortgagor under the Revolving Note and under this Mortgage, and (b) the lien of this Mortgage as a lien upon and security title in and to all of the Premises, whether now owned or hereafter acquired by Mortgagor. Upon any failure by Mortgagor so to do, Mortgagee may make, execute, record, file, re-record and/or re-file any and all such mortgages to secure debt or deeds of trust, security agreements, financing statements, continuation statements, instruments, certificates, and documents for and in the name of Mortgagor and Mortgagor hereby irrevocably appoints Mortgagee

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the agent and attorney-in-fact of Mortgagor so to do. The lien hereof will automatically attach, without further act, to all of Mortgagor's right, title, and interest in and to after acquired property attached to and/or used in the operation of the Premises or any part thereof.

         1.9      Expenses .    

        (a)   All expenses, costs and other liabilities, including reasonable attorneys' fees, which Mortgagee may incur: (i) in enforcing, defending or construing this Mortgage (or its priority) or any of the other Security Documents; (ii) for any inspection, evaluation, appraisal, survey or other service in connection with any of the Premises, (iii) for any title examination or title insurance policy relating to the title to any of the Premises; or (iv) in the exercise by Mortgagee of any rights or remedies granted by this Mortgage or any of the other Security Documents, shall be paid by Mortgagor upon demand by Mortgagee, together with interest thereon, from the date that such sum is advanced or expense incurred, to and including the date of reimbursement, computed at an interest rate equal to the lesser of the Default Rate under the Revolving Note or the highest lawful contractual rate.

        (b)   Mortgagee shall not be required to pay any brokerage fee or commission or similar compensation in connection with the transactions contemplated herein, and Mortgagor agrees to indemnify Mortgagee from and against any and all other claims for any fees, commissions, taxes or similar compensation arising in connection with the Indebtedness.

        (c)   Whether or not the Indebtedness is funded, Mortgagor agrees to pay all costs incurred by Mortgagee in connection with the Indebtedness, including, but not limited to, all taxes and assessments, all recording fees, title insurance premiums and other charges of the title company issuing the policy of title insurance insuring the lien of this Mortgage, both Mortgagor's and Mortgagee's attorneys' fees, document binding costs, appraisal fees, lien and judgment search costs, fees of architects, engineers, surveyors and any special consultants, construction inspection fees, brokers fees (except as otherwise specified herein) and escrow fees. Payments made by Mortgagor under this paragraph shall be in addition to any commitment fee or other fee charged by Mortgagee.

         1.10      Estoppel Affidavits.     Mortgagor, upon ten (10) days prior written notice, shall furnish to Mortgagee a written statement, duly acknowledged, setting forth the unpaid principal of, and interest on, the Indebtedness and whether or not any offsets or defenses are claimed to exist against such principal and interest, and such other information as may be requested by Mortgagee.

         1.11      Subrogation.     To the extent permitted by law, Mortgagee shall be subrogated to the claims and liens of all parties whose claims or liens are discharged or paid with the proceeds of the Indebtedness.

         1.12      Books, Records, Accounts and Annual Reports.     

        (a)   Mortgagor will keep and maintain or will cause to be kept and maintained proper and accurate books, records and accounts reflecting all items of income and expense in connection with the operation of the Premises or in connection with any services, equipment or furnishings provided in connection with the operation of the Premises. Mortgagee shall have the right from time to time at all times during normal business hours to examine such books, records and accounts at the office of Mortgagor or such other person or entity maintaining such books, records and accounts and to make copies or extracts thereof as Mortgagee shall desire. In conducting such examination, Mortgagee shall exercise its best efforts not to interfere with the normal business operations of the Mortgagor. Mortgagor will furnish or cause Borrower to furnish to Mortgagee annually on or before ninety (90) days following the expiration of each fiscal year of Mortgagor: (i) year-end income statements for the Premises and operation thereof and for Borrower as of the end of such fiscal year and for the twelve (12) months then ended, prepared in accordance with

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generally accepted accounting principles consistently applied with prior accounting periods, setting out in detail satisfactory to Mortgagee, income and expenditures from the operation of the Premises, and certified by Borrower, as being true, correct and complete, (ii) audited income statements and balance sheets for Mortgagor as of the end of said Mortgagor's fiscal year and for the twelve (12) months then ended and a reconciliation of the operations of the Premises and Borrower, in form, with content and from an accounting firm acceptable to Mortgagee, prepared in accordance with generally accepted accounting principles consistently applied with respect to prior periods; provided, however, in the event the Mortgagor transfers its assets to a liquidating trust, in which case Mortgagor is no longer required to file annual audited financial statements with the SEC, then income statements and balance sheets for Mortgagor as of the end of said Mortgagor's fiscal year and for the twelve (12) months then ended and a reconciliation of the operations of the Premises and Borrower, in form and content acceptable to Mortgagee, prepared in accordance with generally accepted accounting principles consistently applied with respect to prior period, and certified by Mortgagor, as being true, correct and complete; (iii) copies of signed federal tax returns for Borrower, Mortgagor and Mortgagor's general partner or managing member; provided, however; if the Borrower is not required under law to file any tax returns, said requirement for same shall be waived; and (iv) a current annual rent roll from the Premises (if any leases exist), certified in writing by Borrower as true and correct. Within thirty (30) days following the end of each month, Mortgagor shall, or cause Borrower to, deliver, or shall cause to be delivered, to Mortgagee copies of the monthly operating statements with respect to the Premises certified by Borrower to be true, correct and complete (or if delivered by the Managing Agent, shall, by their submission be deemed to be substantially true, correct and complete) and containing, at a minimum, information as to the total number of rounds of golf played at the Premises number of rounds by members, total number of rounds of public play, number of rounds of public play with discounted cards, and the revenue and expense items for such month, all of which must be in form and substance satisfactory to Mortgagee. Mortgagor shall supply to Mortgagee, from time to time upon request by Mortgagee, all additional information relating to the Indebtedness, Mortgagor, Borrower and the Premises as Mortgagee may reasonably request. In the event any Event of Default occurs and is continuing, Mortgagee shall thereafter have the right to have independent or in-house auditors of Mortgagee's choice inspect and audit the books and other records of Mortgagor during normal business hours, the cost of which shall be paid by Mortgagor upon demand and which cost shall be secured by this Mortgage.

        (b)   In the event that the substance of the foregoing financial information required pursuant to the foregoing Paragraph 1.12(a) is not acceptable to Mortgagee in its discretion, Mortgagor shall, or cause Borrower to, at Mortgagee's request, furnish to Mortgagee copies of audited income statements and balance sheets for Borrower (the " Audited Annual Statements "), certified by an independent certified public accountant approved by Mortgagee, and prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior accounting periods. If the figures for the total operating income and total operating expenses of the Premises (as defined in accordance with generally accepted accounting principles) in the Audited Annual Statements do not vary more than five percent (5%) from the figures in the annual statements previously submitted to Mortgagee pursuant to Paragraph 1.12(a) above, then Mortgagee shall bear the reasonable cost of the certified public accountant's audit and preparation of the Audited Annual Statements. If, however, such figures vary more than five percent (5%), Mortgagor shall pay for the cost of the certified public accountant's audit and preparation of the Audited Annual Statements, and such amount shall be secured by this Mortgage.

         1.13      Limit of Validity.     All agreements between Mortgagor and Mortgagee, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of demand or acceleration of the maturity of the Revolving Note or otherwise, shall the interest contracted for, charged, received, paid or agreed to be paid to Mortgagee exceed the maximum

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amount permissible under applicable usury law. If, from any circumstance whatsoever, interest would otherwise be payable to Mortgagee in excess of the maximum lawful amount, the interest payable to Mortgagee shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance Mortgagee shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be credited to the reduction of the principal of the Indebtedness and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of the Indebtedness, such excess shall be refunded to Mortgagor. All interest paid or agreed to be paid to Mortgagee shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal so that the interest on the Indebtedness for such full period shall not exceed the maximum amount permitted by applicable law. Mortgagee hereby expressly disclaims any intent to contract for, charge or receive interest in an amount which exceeds the maximum amount of interest permitted by applicable law. This Paragraph 1.14 shall control all agreements between Mortgagor and Mortgagee.

         1.14      No Further Encumbrances.     Mortgagor shall not without the prior written consent of Mortgagee, directly or indirectly (including, without limitation, by equipment leasing or similar arrangements, or by pledging or hypothecation of partnership interests in mortgagor), further encumber the Premises, or any part thereof, it being understood by Mortgagor that the Premises, and all parts thereof, shall remain free and clear of any and all debt instruments or other obligations for repayment of money except those given in connection with the loan evidenced by the Note.

         1.15      Restrictions on Transfers.     

        (a)   Mortgagor shall not, without first obtaining the prior written consent of the Mortgagee (which may be given or withheld by the Mortgagee in the Mortgagee's sole and absolute discretion), whether voluntarily or involuntarily by operation of law or otherwise (i) transfer, sell, convey or assign all or any portion of the Premises, or contract to do any of the foregoing, including, without limitation, enter into options to purchase, installment sales contracts, land contracts, real estate contracts or contracts for Mortgage, (ii) lease all or any portion of the Premises or change the legal possession or use thereof, (iii) except as provided in this Paragraph, permit the dilution, transfer, pledge, hypothecation or encumbrance of any ownership interest in Mortgagor or any or ownership interests in any partner of Mortgagor , or (iv) permit the assignment, transfer, delegation, change, modification or any diminution of the duties or responsibilities of Mortgagor as manager of the Premises (except to a professional management company or companies acceptable to Mortgagee, in Mortgagee's sole discretion). Without limiting the generality of the preceding sentence, the prior written consent of the Mortgagee shall be required for (i) any transfer made to a subsidiary or affiliate entity of Mortgagor, (ii) any transfer made to a reconstituted general or limited partnership or limited liability company, transfer by any partnership or limited liability company to its individual partners or members, respectively, or vice versa, (iii) any transfer by any corporation to its stockholders or vice versa and (iv) any corporate merger or consolidation. In the event that the Mortgagee, in the Mortgagee's sold discretion, is willing to consent to a transfer which would otherwise be prohibited by this Paragraph 1.15(a), the Mortgagee may condition its consent on such terms as it desires, including, without limitation, an increase in the interest rate of the Revolving Note (and recalculation of the amortization provisions thereof), and the requirement that Mortgagor pay a transfer fee, together with any expenses incurred by the Mortgagee in connection with the granting of such consent (including, without limitation, reasonable attorneys' fees).

        (b)   If Mortgagor violates the terms of Paragraph 1.15(a) hereof, in addition to any other rights or remedies which Mortgagor may have herein, in any other Security Document or at law or in equity, Mortgagee may increase the interest rate charged on the Indebtedness up to the Default Rate, such interest being due on demand and being secured by this Mortgage.

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        (c)   Mortgagor shall not enter into any easements, rights of way, agreements affecting property lines or similar agreements affecting the Premises without the prior written consent of Mortgagee, which consent shall not be unreasonably withheld or delayed.

         1.16      Management of the Premises.     Mortgagor agrees that, so long as this Mortgage is in effect, the Premises shall be managed by Mortgagor unless the Mortgagee has given its prior written approval to the retention of a professional management company (the " Managing Agent "). If retained, the Managing Agent shall govern and manage the Premises pursuant to a management contract (" Management Agreement "), which must be approved by Mortgagee, and Mortgagor shall collaterally assign its rights under the Management Contract to Mortgagee. Additionally, the Managing Agent shall enter into the Mortgagee's then-current " Consent to Collateral Assignment of Management Agreement " which shall provide, inter alia that: (i) the Management Contract may not be modified or terminated so long as this Mortgage is in effect without the prior written consent of the Mortgagee, which may be granted or withheld in the sole discretion of Mortgagee; (ii) subject to the last sentence hereof, all amounts due and payable to the Managing Agent under the Management Agreement shall be subordinate to the Indebtedness; and (iii) in the event of a default by the Mortgagor under the Management Agreement, the Managing Agent shall provide the Mortgagee with prompt written notice of such default, and the Mortgagee shall have the right, but not the obligation, to cure such default within a reasonable period of time. Prior to an Event of Default hereunder, any compensation for management or operation of the Collateral in excess of four percent (4%) of annual gross revenues shall be subordinated to payment of the Loan, although upon the occurrence of an Event of Default, all such compensation shall be subordinated to all payments of the Loan.

         1.17      Use of Premises.     Mortgagor represents and warrants that, as of the date of this Mortgage, the Premises are being used as a golf course and for attendant facilities only. Mortgagor covenants that Mortgagor will not allow any other uses on the Premises unless Mortgagee has given its prior written consent thereto, which consent may be granted or withheld by Mortgagee in its sole and absolute discretion.

         1.18      Equipment Purchases.     As a material inducement for Mortgagee to fund the loan evidenced by the Note, Mortgagor covenants and agrees that, so long as the Indebtedness or any portion thereof remains outstanding, for any purchases of equipment of the type normally sold by the E-Z-Go, Jacobsen, Cushman or Ransomes divisions of Textron, Inc. (collectively, " Textron Turfcare "), Mortgagor shall purchase said Textron Turfcare products, provided that prices of said products shall be in conformity with local competitive pricing levels, commer