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

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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, byGOLF 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 ofTEXTRON 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"):



TO HAVE AND TO HOLDthe 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"):



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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

1.1Payment 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.

1.2Taxes, Liens and Other Charges.



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1.3Insurance.



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1.4Monthly 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.

1.5Condemnation.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.

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



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1.7Security Agreement and Fixture Filing.Insofar as (a) any of
the property listed onExhibit "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.

1.8Further 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.

1.9Expenses.



1.10Estoppel 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.

1.11Subrogation.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.

1.12Books, Records, Accounts and Annual Reports.



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1.13Limit 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.

1.14No 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.

1.15Restrictions on Transfers.



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1.16Management 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 aliathat: (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.

1.17Use 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.

1.18Equipment 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, commercially reasonable and shall be agreed upon by Mortgagor and Textron
Turfcare. Any financing for such purposes shall be separate and apart from the loan evidenced by the Revolving Note and shall be accomplished on terms which have been negotiated between Mortgagor and
Textron Turfcare.

1.19Indemnity.Mortgagor hereby indemnifies Mortgagee and
agrees to defend and hold Mortgagee harmless from and against any and all liens, damages, losses, liabilities, obligations, penalties, claims, litigation, demands judgments, suits, proceedings, costs,
disbursements or expenses of any kind of nature whatsoever (including, without limitation, reasonable attorneys' fees and expenses and experts' fees and expenses) which may at any time (whether prior
to or after payment of the Revolving Note in full) be imposed upon, incurred by or asserted or awarded against Mortgagor, Mortgagee or the Premises and arising directly or indirectly from or out of or
in connection with the operation of the Premises as a golf course and related facilities including, without limitation, any and all personal injury or property damage claims and trespass claims
claimed by, caused by or attributable to golfers and golf equipment.

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1.20Inspection.Intentionally Omitted.

1.21Single Purpose Entity.Intentionally Omitted.

1.22Debt Service Coverage Ratio.As long as the Indebtedness,
or any portion thereof, remains outstanding, Mortgagor represents and covenants that it shall provide the Mortgagee with evidence (based upon evidence submitted by Mortgagor which should be in the
form of financial information to be provided by Mortgagor pursuant to Paragraph 1.12 hereof) that operations at the Premises for the immediately preceding twelve (12) month period is sufficient to
meet a "Debt Service Coverage Ratio" of at least 1.20, as measured monthly. The term "Debt Service Coverage Ratio" shall mean the ratio of "Net
Operating Income" to "Annual Debt Service". The term "Net Operating Income" shall mean all of Mortgagor's income from the operation and management of
the Premises after deducting all operating expenses, but prior to the deduction of income taxes, depreciation, and Annual Debt Service. The term "Annual Debt
Service" shall mean all principal, interest and other payments due by Mortgagor on all of Mortgagor's debt, including the Loan and shall be calculated based upon the greater of
eight percent (8%) or the current Interest Rate. Operating expenses for purposes of calculation of debt service shall include (i) a management fee equal to the greater of actual management fees paid
or three percent (3%) of annual gross revenues and (ii) a capital improvement reserve equal to two percent (2%) of the annual gross revenues. Mortgagor's compliance with the covenants set forth in
this Paragraph shall be verified by the financial statements to be delivered by Mortgagor to Mortgagee from time to time pursuant to Paragraph 1.12 above. Mortgagee shall have the right to determine,
in its sole but reasonable discretion, whether Mortgagor has deferred certain items of maintenance, limited ordinary or customary business expenses or shifted the time of payment of certain expenses
for the sole purpose of attempting to achieve the required Debt Service Coverage Ratio and not in the exercise of prudent business judgment in operating business conducted at the Premises. If
Mortgagee so determines, Mortgagee may make reasonable and appropriate adjustments to the calculation of the Net Operating Income from the Premises. Mortgagor's failure to maintain a debt service
coverage ratio of at least 1.20 shall be an Event of Default under this Mortgage and shall entitle Mortgagee to the remedies set forth in Article II hereof.

1.23GTA Lease.Mortgagor hereby covenants and agrees with
respect to that certain Lease of even date herewith between Borrower and Mortgagor (the "GTA Lease") as follows:



Mortgagor
hereby appoints and designates Mortgagee as Mortgagor's agent and attorney-in-fact, and grants to Mortgagee the right, at any time and from time to time to exercise any and all
rights, and

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to
perform any obligations, of Mortgagor under the GTA Lease. Without limitation of the foregoing, Mortgagee shall have the right, without prior notice to Mortgagor, to cure or attempt to cure any
defaults or alleged defaults of Mortgagor under the GTA Lease, and Mortgagee shall have no liability to Mortgagor for any damages, losses, costs or expenses suffered or incurred by Mortgagor as a
result of the cure or attempted cure by Mortgagee of any default or alleged default under the GTA Lease. The foregoing appointment is coupled with an interest and is irrevocable as long as the
Indebtedness remains outstanding. Any amounts expended by Mortgagee under or pursuant to the GTA Lease or this Paragraph 1.23 shall bear interest from the date of each such expenditure to and
including the date of reimbursement at an interest rate equal to the lesser of the Default Rate under the Revolving Note or the highest lawful contractual rate.

1.24Covenants.Mortgagee acknowledges and agrees that with
respect to the obligations under Sections 1.2, 1.3, 1.4, 1.6 , 1.16 and 1.22 hereof, it will accept performance of same from Borrower in accordance with the terms of Borrower's Leasehold Mortgage,
Security Agreement, and Fixture Filing to Mortgagee of even date herewith, provided, however, if Borrower fails to comply with any of the obligations under said Sections, Mortgagor shall be liable for
same in accordance with the terms hereof.

ARTICLE II

2.1Events of Default.The terms "Event of Default" or "Events
of Default", wherever used in this Mortgage, shall mean any one or more of the following events:



The
filing by Mortgagor or Borrower of a voluntary petition in bankruptcy or adjudication of Mortgagor as a bankrupt or insolvent, or the filing by Mortgagor, or Borrower of any petition
or answer seeking or acquiescing in any reorganization, arrangement, composition readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other
law or regulation relating to bankruptcy, insolvency or other relief for debtors, or the seeking or consenting to or acquiescing in the appointment of any trustee, receiver or liquidator of Mortgagor
or Borrower or of all or any substantial part of the Premises or of any or all of the rents, issues, profits or revenues thereof, or the making by Mortgagor, or Borrower of any general assignment for
the benefit of creditors, or the admission in writing by Mortgagor, or Borrower of its inability to pay its debts generally as they become due; or



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2.2REMEDIES.IF AN UNCURED EVENT OF
DEFAULT SHALL OCCUR, MORTGAGEE MAY, AT MORTGAGEE'S ELECTION, EXERCISE ANY OR ALL OF THE FOLLOWING REMEDIES. IF AN UNCURED EVENT OF DEFAULT SHALL OCCUR, MORTGAGEE RIGHTS, REMEDIES AND RECOURSES AS SET
FORTH HEREIN, IN ADDITION TO ANY OTHER REMEDIES WHICH MORTGAGEE MAY HAVE.

2.3Acceleration and Subsequent Advances.Mortgagee may declare
the entire Indebtedness, including but not limited to the then unpaid principal balance on the Note, the accrued but unpaid interest thereon (including any prepayment charge or fee payable under the
Note), court costs and attorney's fees hereunder, immediately due and payable, without notice, presentment, protest, demand or action of any nature whatsoever (each of which hereby is expressly waived
by Mortgagor), whereupon the same shall become immediately due and payable. Additionally, Mortgagee shall not be required to make any further advances on the Revolving Note or other Security Documents
upon the occurrence of an Event of Default or an event which, with the giving of notice or passing of time, would constitute an Event of Default.

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2.4Entry on Premises.Mortgagee may enter upon the Premises and
take exclusive possession thereof and of all books, records and accounts relating thereto without notice and without being guilty of trespass. If Mortgagor remains in possession of all or any part of
the Premises after an Event of Default and without Mortgagee's prior written consent thereto, Mortgagee may, without notice to Mortgagor, invoke any and all legal remedies to dispossess Mortgagor.
Nothing contained in the foregoing sentence shall, however, be construed to impose any greater obligation or any prerequisites to acquiring possession of the Premises after an Event of Default than
would have existed in the absence of such sentence.

2.5Operation of Premises.Mortgagee may hold, lease, manage,
operate or otherwise use or permit the use of the Premises, either itself or by other persons, firms or entities, in such manner, for such time and upon such other terms as Mortgagee may deem to be
prudent and reasonable under the circumstances (making such repairs, alterations, additions and improvements thereto and taking any and all other action with reference thereto, from time to time, as
Mortgagee shall deem necessary or desirable), and apply all rents and other amounts collected in connection therewith in accordance with the provisions of Paragraph 2.16 herein. Mortgagor hereby
irrevocably appoints Mortgagee as the agent and attorney-in-fact of Mortgagor, with full power of substitution, and in the name of Mortgagor, if Mortgagee elects to do so, to (a) endorse the name of
Mortgagor on any checks or drafts representing proceeds of the insurance policies, or other checks or instruments payable to Mortgagor with respect to the Premises, (b) prosecute or defend any action
or proceeding incident to the Premises, and (c) take any action with respect to the Premises that Mortgagee may at any time and from time to time deem necessary or appropriate. Mortgagee shall have no
obligation to undertake any of the foregoing actions,
and if Mortgagee should do so, it shall have no liability to Mortgagor for the sufficiency or adequacy of any such actions taken by Mortgagee.

2.6Enforcement.In each and every Event of Default, Mortgagee
is authorized, to proceed by suit or suits at law or in equity or by any other appropriate remedy to protect and enforce its rights, whether for the specific performance of any covenant or agreement
contained herein or in aid of the execution of any power herein granted, to enforce payment of the Note, and to foreclose this Mortgage or to exercise any power of sale herein granted.

2.7Foreclosure, Execution and Sale.Mortgagor hereby authorizes
and fully empowers Mortgagee to foreclose this Mortgage by judicial proceedings or by advertisement with full authority to sell the Premises at public auction and convey the same to the purchaser in
fee simple all in accordance with and in the manner prescribed by law, and to retain out of the proceeds arising from such sale an amount equal to the Indebtedness together with (i) all such sums of
money as Mortgagee shall have expended or advanced pursuant to this Mortgage or pursuant to statute together with interest thereon as herein provided and (ii) all reasonable costs and expenses of such
foreclosure, including reasonable attorneys' fees, with the balance, if any, to be paid to the persons entitled thereto by law. In case of any sale of the Premises, or any part thereof, pursuant to
any judgement or decree of any court or otherwise in connection with the enforcement of any of the terms of this Mortgage, Mortgagee, its successors and assigns, may become the purchaser, and for the
purpose of making settlement for or payment of the purchase price, shall be entitled to deliver and use the Indebtedness in order that any such sums due to the Mortgagee from the Mortgagor and be
credited as paid on the purchase price.

2.8Divestment of Rights; Tenant at Sufferance.After
foreclosure of this Mortgage and after any judicial sale of the Premises, or any portion thereof, Mortgagor will be divested of any and all interest and claim thereto, including any interest or claim
to all insurance policies, bonds, loan commitments and other intangible property covered hereby. Additionally, after a sale of all or any portion of the Premises, Mortgagor will be considered a tenant
at sufferance of the purchaser of the same, and said purchaser shall be entitled to immediate possession thereof, and if Mortgagor shall fail to vacate the Premises immediately, the purchaser may and
shall have the right, without further notice to Mortgagor, to go into any court of competent jurisdiction in any city or county in which the Premises is located

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and
file an action in ejectment, which action shall lie against Mortgagor or its assigns or legal representatives, as a tenant at sufferance. This remedy is cumulative of any and all remedies the
purchaser may have hereunder or otherwise.

2.9Receiver.



2.10Separate Sales.Mortgagee may sell all of the Premises
together or may sell portions thereof separately from the remainder thereof and in such manner and order as Mortgagee, in its sole discretion, may elect. The sale or sales by Mortgagee of less than
the whole of the Premises shall not exhaust the power of sale herein granted, and Mortgagee is specifically empowered to make successive sale or sales under such power until the whole of the premises
shall be sold; and if the proceeds of such sale or sales of less than the whole of such Premises shall be less than the aggregate of the Indebtedness and the expenses of executing this trust, this
Mortgage and the lien, security interest and assignment hereof shall remain in full force and effect as to the unsold portion of the Premises just as though no sale or sales of less than the whole of
the Premises, but Mortgagee shall have the right, at its sole election, to sell less than the whole of the Premises. As among the various counties or cities in which items of the Premises may be
situated, sales in such counties or cities may be conducted in any order that Mortgagee may deem expedient; and any one or more of such sales may be conducted in the same month, or in successive or
different months, as Mortgagee may deem expedient. If an Event of Default occurs hereunder, the holder of the Indebtedness or any part thereof on which the payment is delinquent shall have the option
to proceed as if under a full foreclosure, conducting the sale as herein provided without declaring the entire Indebtedness due, and if sale is made because of default of an installment, or a part of
an installment, such sale, if so made, shall not in any manner affect the unmatured part of the Indebtedness but as to such unmatured part, this Mortgage shall remain in full force and effect as
though no sale had been made under the provisions of this paragraph. Any number of sales may be made hereunder without exhausting the right of sale for any unmatured part of the Indebtedness secured
hereby.

2.11Remedies Cumulative, Concurrent and Nonexclusive.Mortgagee
shall have all rights, remedies and recourses granted in the Security Documents and available at law or equity (including specifically those granted by the UCC) and same (a) shall be cumulative and
concurrent; (b) may be pursued separately, successively or concurrently against Mortgagor or others obligated under the Note, or against the Premises, or against any one or more of them at the sole
discretion of Mortgagee; (c) may be exercised as often as occasion therefor shall arise, it being agreed by Mortgagor that the exercise or

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failure
to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (d) are intended to be, and shall be, nonexclusive.

2.12Release of and Resort to Collateral.Any part of the
Premises may be released by Mortgagee without affecting, subordinating or releasing the lien, security interest and assignment hereof against the remainder. The lien, security interest and other
rights granted hereby shall not affect or be affected by any other security taken for the same indebtedness or any part thereof. The taking of additional security, or the rearrangement, extension or
renewal of the Indebtedness, or any part thereof, shall not release or impair the lien, security interest and other rights granted hereby or affect the liability of Mortgagor or of any endorser,
guarantor or surety, or improve the right of any permitted junior lienholder; and this Mortgage, as well as any instrument given to secure any rearrangement, renewal or extension of the Indebtedness
secured hereby, or any part thereof, shall be and remain a first and prior lien, except as otherwise provided herein, on all of the Premises not expressly released until the Indebtedness is completely
paid.

2.13Waiver of Redemption, Notice and Marshalling of Assets.To
the fullest extent permitted by law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefits that might accrue to Mortgagor by any present or future laws exempting the
Premises from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment; (b) all
notices of any Event of Default (except as may be specifically provided for under the terms hereof), presentment, demand, notice of intent to accelerate, notice of acceleration and any other notice of
Mortgagee's election to exercise or the actual exercise of any right, remedy or recourse provided for under the Security Documents; (c) any right to appraisal or marshaling of assets or a sale in
inverse order of alienation; (d) the exemption of homestead; and (e) the administration of estates of decedents, or other matter to defeat, reduce or affect the right of Mortgagee under the terms of
this Mortgage to sell the Premises for the collection of the Indebtedness secured hereby (without any prior or different resort for collection) or the right of Mortgagee, under the terms of this
Mortgage, to the payment of the Indebtedness out of the proceeds of sale of the Premises in preference to every other person and claimant whatever (only reasonable expenses of such sale being first
deducted).

2.14Discontinuance of Proceedings.In case Mortgagee shall have
proceeded to invoke any right, remedy or recourse permitted under this Mortgage or under the Security Documents and shall thereafter elect to discontinue or abandon the same for any reason, Mortgagee
shall have the unqualified right so to do and, in such event, Mortgagor and Mortgagee shall be restored to their former positions with respect to the Indebtedness, the Security Documents, the Premises
and otherwise, and the rights, remedies, recourses and power of Mortgagee shall continue as if the same had never been invoked.

2.15Form and Substance.All documents, certificates, insurance
policies, and other items required under this Mortgage to be executed and/or delivered to Mortgagee shall be in form and substance satisfactory to Mortgagee in Mortgagee's sole and absolute
discretion.

2.16Application of Proceeds; Deficiency Obligation.The
proceeds of any sale of, and the rents and other income generated by the holding, leasing, operating or other use of the Premises shall be applied by Mortgagee (or the receiver, if one is appointed)
to the extent that funds are so available therefrom in the following orders of priority (to the extent such order of application is permitted by the laws of the State of Florida): (a) first, to the
payment of the costs and expenses of taking possession of the Premises and of holding, using, leasing, maintaining, repairing, improving and selling the same, including, without limitation, (i)
receiver's fees; (ii) costs of advertisement; (iii) attorneys' and accountants' fees; and (iv) court costs, if any; (b) second, to the payment of all amounts, other than the principal amount and
accrued but unpaid interest on the Note, which may be due to Mortgagee under the Security Documents, including all indebtedness and obligations, together with interest thereon as

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provided
therein, in such order and manner as Mortgagee may determine; (c) third, to the payment of all accrued but unpaid interest due on the Revolving Note in such order and manner as Mortgagee may
determine; (d) fourth, to the payment of the principal amount outstanding on the Revolving Note in such order and manner as Mortgagee may determine and all other Indebtedness; and (e) fifth, to
Mortgagor. Mortgagor and any other party liable on the Indebtedness shall be liable for any deficiency remaining in the Indebtedness. In the event the laws of the State of Florida require application
of the proceeds of any sale of, or the rents, income or profits from, the Premises in an order different from the order set forth in this Paragraph 2.16, such funds shall be applied in the order
required by the laws of the State of Florida.

2.17Purchase by Mortgagee.Mortgagee shall have the right to
become the purchaser at any judicial foreclosure sale of the Premises hereunder and shall receive a credit up to the amount of its bid for the Indebtedness due and owing as of the date of such sale.

2.18Power of Attorney.Mortgagor hereby grants Mortgagee a
power of attorney, coupled with an interest, to carry out and enforce, upon the non-payment of the Revolving Note on demand therefore, or the occurrence of a default by Mortgagor any material respect
in the performance or observance of any covenant or agreement contained herein and the expiration of any applicable grace period, all or any specified portion of the incorporeal rights collaterally
assigned and/or pledged by Mortgagor in this Instrument, or in which Mortgagor has granted a security interest under Chapter 9 of the South Carolina Uniform Commercial Code.

2.19Remedies Cumulative, Concurrent and Nonexclusive.Trustee
and Mortgagee shall have all rights, remedies and recourses granted in the Security Documents and available at law or equity (including specifically those granted by the UCC) and same (a) shall be
cumulative and concurrent; (b) may be
pursued separately, successively or concurrently against Mortgagor or others obligated under the Note, or against the Premises, or against any one or more of them at the sole discretion of Mortgagee;
(c) may be exercised as often as occasion therefor shall arise, it being agreed by Mortgagor that the exercise or failure to exercise any of the same shall in no event be construed as a waiver or
release thereof or of any other right, remedy or recourse; and (d) are intended to be, and shall be, nonexclusive. No right, power or remedy conferred upon or reserved to Beneficiary by this Mortgage
is intended to be exclusive of any other right, power or remedy, but each and every right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and
remedy given hereunder now or hereafter existing at law or in equity or by statute.

2.20Performance by Mortgagee After Occurrence of Events of
Default.Upon the occurrence of an uncured Event of Default, Mortgagee may, at its option, without waiving the right to accelerate the maturity of the
Indebtedness, pay, perform or observe any term covenant or condition of this Mortgage to be performed or observed by the Mortgagor. Mortgagee shall be the sole and absolute judge of the necessity for
any such actions and of the amounts to be paid. Mortgagee is hereby empowered to enter and to authorize others to enter upon the Premises or any part thereof for the purpose of performing or observing
any such defaulted term, covenant or condition without thereby becoming liable to Mortgagor or any person in possession holding under Mortgagor.

2.21Interest After an Event of Default.If any payment due
hereunder is not paid when due, then and in such event, Mortgagor shall pay interest thereon from and after the date on which such payment first becomes due at a rate equal to the lesser of the
default rate provided in the Revolving Note or the highest lawful contractual rate, and such interest shall be due and payable, on demand, whether or not any action shall have been taken or proceeding
commenced to recover the same or to foreclose this Mortgage. Nothing in this Paragraph 2.21 or in any other provision of this Mortgage shall constitute an extension of the time of payment of the
Indebtedness.

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2.22Waiver.



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2.23Suits to Protect the Premises.Mortgagee shall have the
power:



2.24Mortgagee May File Proofs of Claim.In the case of any
receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting Mortgagor, or any of its creditors or property, Mortgagee, to the extent
permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of Mortgagee allowed in such proceedings for the
entire amount due and payable by Mortgagor under this Mortgage at the date of the institution of such proceedings and for any additional amount which may become due and payable by Mortgagor hereunder
after such date.

2.25Prepayment.If Mortgagee shall accelerate the Indebtedness
following the occurrence of an Event of Default, any payments received by Mortgagee following such acceleration (including voluntary payments made by Mortgagor and payments received by Mortgagee as a
result of the sale of the Premises at foreclosure) shall be deemed voluntary prepayments of the Note. There is no prepayment fee required under the Note.

2.26Stamp and Excise Tax.If required by law, Mortgagor shalll
pay documentary stamp taxes applicable to the full face amount of the Note. If any additional stamp or excise tax shall become applicable with respect to this Mortgage, the Note, any loan or credit
extended hereunder, or any other Security Document, including any modifications thereof, the Mortgagor shall promptly pay such tax in full (including interest and penalties, if any) and shall hold the
Mortgagee harmless with respect thereto. The Mortgagor's liability under this Paragraph 2.26 shall survive the repayment of the Indebtedness.

2.27Cross-Collateralization.Mortgagor hereby acknowledges that
the Premises and all other collateral securing the Revolving Note shall also secure and collateralize any and all other loans from Mortgagee (or any affiliate of Mortgagee), to Mortgagor.

ARTICLE III

3.1Credits Waived.Mortgagor will not claim nor demand nor be
entitled to any credit or credits against the Indebtedness for the taxes assessed against the Premises or any part thereof, and no deductions shall otherwise be made or claimed from the taxable value
of the Premises or any part thereof by reason of this Mortgage or the Indebtedness secured hereby.

3.2No Release.Mortgagor agrees that in the event the Premises
are sold and Mortgagee enters into any agreement with the then owner of the Premises extending the time of payment of the Indebtedness, or otherwise modifying the terms hereof, the Mortgagor shall
continue to be liable to pay the Indebtedness according to the tenor of any such agreement unless expressly released and

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discharged
in writing by Mortgagee. Nothing in this Paragraph 3.2 shall be deemed to be a waiver of Paragraph 1.14 hereof.

3.3Successors and Assigns.The provisions and covenants of this
Mortgage shall run with the Land, shall be binding on Mortgagor, and shall inure to the benefit of and be binding upon Mortgagor and Mortgagee and their respective heirs, executors, legal
representatives, successors and permitted assigns. Whenever a reference is made in this Mortgage to Mortgagor or Mortgagee such reference shall be deemed to include a reference to the heirs,
executors, legal representatives, successors and permitted assigns thereof.

3.4Terminology.All personal pronouns used in this Mortgage
whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and vice versa. Titles and Articles are for convenience only and
neither limit nor amplify the provisions of this Mortgage itself.

3.5Severability.If any provision of this Mortgage or the
application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Mortgage and the application of such provisions to other persons or
circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

3.6Applicable Law.Mortgagor agrees that this Mortgage shall be
construed, interpreted and enforced in accordance with the laws of the State of South Carolina, provided, however, that if any applicable
conflict or choice of law rules would choose the law of another state, Mortgagor waives such rules and agrees that South Carolina's substantive, procedural and constitutional law shall nonetheless
govern.

3.7Notices, Demands and Requests.All notices, requests and
other communications to either party hereunder shall be in writing and shall be given to such party at its address set forth on the first page hereof or at such other address as such party may
hereafter specify for the purpose of notice to Mortgagor or Mortgagee. Each such notice, request or other communication shall be effective (a) if given by mail, three (3) calendar days following the
date upon which such notice is deposited in the United States Mail with first class postage prepaid, addressed as aforesaid, provided that such mailing is by registered or certified mail, return
receipt requested, (b) if given by overnight delivery, one (1) calendar day following the date upon which such notice is deposited with a nationally recognized overnight delivery service such as
Federal Express or Airborne with all fees and charges prepaid, addressed as provided on the first page hereof, or (c) if given by any other means, when delivered at the address specified in this
Paragraph 3.7. The addresses set forth above may be changed as to any party by such party delivering notice to the other parties at least thirty (30) days prior to such change of address.

3.8Time of the Essence.Time is of the essence with respect to
each and every covenant, agreement and obligation of Mortgagor under this Mortgage.

3.9Assignment by Mortgagee.



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3.10No Partnership or Joint Venture.Nothing contained herein
or in the Revolving Note or any other document relating to the loan evidenced by the Note, nor the acts or omissions of the parties hereto, shall be construed to create a partnership or joint venture
between Mortgagor and Mortgagee. The relationship between Mortgagor and Mortgagee is the relationship of "debtor" and "creditor". Mortgagor shall indemnify and hold Mortgagee harmless from and against
any and all suits, action, claims, proceedings (including third party proceedings), damages, losses, liabilities, and expenses (including, without limitation, attorneys' fees) which may be incurred by
or asserted against Mortgagee with respect to any claim or assertion which if true, would be inconsistent with or contradict the statements made in the preceding two sentences. The provisions of this
Paragraph 3.10 shall survive the repayment of the Indebtedness.

3.11Acknowledgements by Mortgagor.Mortgagor acknowledges that
the information set forth on the cover hereof is incorporated herein by reference and that Mortgagor has received a true copy of this Mortgage.

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3.12Use of Name.Mortgagee shall have the right to use the name
of Mortgagor or any of its affiliates, Borrower and the Premises (including the Golf Course) in any press release, advertisement or other promotional materials.

3.13Jurisdiction.Mortgagee irrevocably and unconditionally:
(a) agrees that any suit, action or other legal proceeding arising out of or relating to this Mortgage may, and to the extent permitted by the courts of the State of Florida shall be brought in the
courts of record of the State of South Carolina in Richland County or the United States District Court for the District of South Carolina, Columbia Division s(b) consents to the jurisdiction of each
such court and any such suit, action or proceedings; (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts; (d) agrees that
service of any court paper may be effected in such manner(s) as may be provided under applicable laws or court rules in the State of South Carolina.

3.14Waiver of Appraisal Rights.The laws of South Carolina
provide that in any real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty days after the sale of the mortgaged property apply to the court
for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the
transaction.

3.15WAIVER.THE UNDERSIGNED HEREBY
WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE MORTGAGED
PROPERTY.

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IN
WITNESS WHEREOF, Mortgagor has executed this Mortgage under seal, as of the day and year first above written.

|                                            |  | GOLF TRUST OF AMERICA, L.P., a
Delaware limited partnership
|------------------------------------------- |  | -----------------------------------------------------------
|/s/NIKI P. WOOVISPrint Name: Niki P. Woovis |  | By:                                                        
|/s/MATTHEW J. NORTONPrint Name:             |  | By:                                                        

| |  | Address: |  | c/o Golf Trust of America
14 N. Adger's Wharf
Charleston, SC 29401
| |  | -------- |  | ------------------------------------------------------------------

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STATE OF South Carolina
COUNTY OF Charleston

The
foregoing instrument was acknowledged before me this 18th day of March, 2004, by W. Bradley Blair, II, as President of GTA GP, Inc., a Maryland corporation, general partner of Golf
Trust of America, L.P., a Delaware limited partnership, on behalf of the corporation and limited partnership.He is personally known to meor has
produced            as identification.

| |  | /s/NIKI P. WOOVISNOTARY PUBLIC         
| |  | ---------------------------------------
| |  | Name:                                  
| |  | My Commission Expires: November 6, 2010
| |  |                                        

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EXHIBIT "A"Legal Description

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EXHIBIT "B"Collateral

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EXHIBIT "C"Insurance Requirements

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