FOR
CONVENIENCE ONLY AND SHALL NOT BE CONSTRUED AS CONTROLLING THE SCOPE OF ANY
PROVISION HEREOF.
B.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF SOUTH CAROLINA AND OF THE
UNITED STATES OF AMERICA AND THE RULES AND REGULATIONS PROMULGATED UNDER THE
AUTHORITY THEREOF.
C.
TIME IS OF THE ESSENCE OF THIS
AGREEMENT.
D.
AS USED HEREIN, THE NEUTER GENDER SHALL
INCLUDE THE MASCULINE AND FEMININE GENDERS, AND VICE VERSA, AND THE SINGULAR THE
PLURAL, AND VICE VERSA, AS THE CONTEXT DEMANDS.
E.
ALL COSTS INCURRED BY MORTGAGEE IN
ENFORCING THIS AGREEMENT AND IN COLLECTION OF SUMS DUE MORTGAGEE FROM MORTGAGOR
AND/OR ANY GUARANTOR, TO INCLUDE, WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES
THROUGH ALL TRIALS, APPEALS AND PROCEEDINGS, TO INCLUDE, WITHOUT LIMITATION, ANY
PROCEEDINGS PURSUANT TO THE BANKRUPTCY LAWS OF THE UNITED STATES, SHALL BE PAID
BY MORTGAGOR AND ANY GUARANTOR, WHO SHALL BE JOINTLY AND SEVERALLY LIABLE
THEREFOR.
F.
THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO AS WELL AS THEIR SUCCESSORS
AND ASSIGNS, HEIRS AND PERSONAL REPRESENTATIVES.
15.
CONSOLIDATION NOTE: THE NOTE IS GIVEN IN
RENEWAL AND CONSOLIDATION OF (I) THE PRINCIPAL INDEBTEDNESS PREVIOUSLY EVIDENCED
BY A NOTE DATED AS OF MARCH 18, 2004, MADE BY MORTGAGOR AND PAYABLE TO THE ORDER
OF MORTGAGEE IN THE ORIGINAL PRINCIPAL AMOUNT OF $2,100,000.00 ("PRIOR NOTE")
AND (II) A FUTURE ADVANCE MADE
5
BY MORTGAGEE TO MORTGAGOR CONTEMPORANEOUSLY HEREWITH PURSUANT TO THE LOAN
DOCUMENTS, THE MAXIMUM PRINCIPAL AMOUNT OF $2,100,000.00 (THE "FUTURE
ADVANCE").
AS OF THE EFFECTIVE DATE, THE OUTSTANDING PRINCIPAL BALANCE OF THE
PRIOR NOTE IS $2,100,000.00.
IT IS THE SPECIFIC INTENTION OF MORTGAGOR AND
MORTGAGEE THAT WHILE THE NOTE REPLACES THE PRIOR NOTE, IT IS NOT IN PAYMENT OR
SATISFACTION OF THE PRIOR NOTE, BUT RATHER A SUBSTITUTION OF ONE EVIDENCE OF
DEBT FOR ANOTHER, WITHOUT ANY INTENT TO EXTINGUISH THE OLD.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement under
seal on August 4, 2005.
Witnesses:
TEXTRON:
TEXTRON FINANCIAL
CORPORATION, a Delaware corporation
Print Name:
By:
Print Name:
Print Name:
Its:
BORROWER:
GTA STONEHENGE, LLC, a
Print Name:
South Carolina limited liability company
By:
/s/ W. Bradley Blair, II
Print Name:
W. Bradley Blair, II
President
GUARANTOR:
GOLF TRUST OF AMERICA, L.P., a
Print Name:
Delaware limited partnership
By:
GTA GP, Inc., a Maryland corporation
By:
/s/ W. Bradley Blair, II
Print Name:
W. Bradley Blair, II
President
6
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this
day of
, 2005, by W. Bradley Blair, II, President of GTA
STONEHENGE, LLC, a South Carolina limited liability company, on behalf of the
corporation.
He is personally known to me or has produced
as identification.
NOTARY PUBLIC
Name:
Serial #:
My Commission Expires:
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this
day of
, 2005, by W. Bradley Blair, II, as President of GTA GP,
INC., a Maryland corporation, General Partner of