Exhibit 4.6

                                                                          [Utah]

                                                                   [second lien]

================================================================================

                                                         Date: December 22, 1999

              FEE AND LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES
               AND RENTS AND SECURITY AGREEMENT AND FIXTURE FILING

                                  ("this Deed")

                                      FROM

                               APPLE SUITES, INC.,
                             a Virginia corporation

                                  ("Fee Owner")

                                       AND

                         APPLE SUITES MANAGEMENT, INC.,
                             a Virginia corporation

                                   ("Lessee")

     Address of Fee Owner and Lessee:              306 East Main Street
                                                   Richmond, Virginia 23219
                                                   Attention:   Glade M. Knight

                                       TO

                      [LAWYERS TITLE REALTY SERVICES, INC.]

                                   ("Trustee")

         Address of Trustee:
                                      -------------------------

                                      -------------------------

                                      -------------------------


                               FOR THE BENEFIT OF

                              PROMUS HOTELS, INC.,
                             a Delaware corporation

                                 ("Beneficiary")

         Address of Beneficiary:        755 Crossover Lane
                                        Memphis, Tennessee 38117

                             Note Amount: $4,384,500

================================================================================

       This instrument prepared by, and after recording please return to:
                              Dewey Ballantine LLP
                           1301 Avenue of the Americas
                          New York, New York 10019-6092
                         Attention: Graham R. Hone, Esq.


<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                        Page
                                                                                                        ----
<S>                                                                                                     <C>
     RECITAL.............................................................................................i

     CERTAIN DEFINITIONS AND RULES OF CONSTRUCTION.......................................................1

     GRANTING CLAUSE.....................................................................................3

     ARTICLE I                 COVENANTS OF GRANTOR......................................................4
         Section 1.01.         (a)   Warranty of Title; Power and Authority..............................4
                               (b)   Hazardous Materials.................................................5
                               (c)   Flood Hazard Area...................................................5
         Section 1.02.         (a)   Further Assurances..................................................6
                               (b)   Information Reporting and Back-up Withholding.......................6
         Section 1.03.         (a)   Filing and Recording of Documents...................................6
                               (b)   Filing and Recording Fees and Other Charges.........................6
         Section 1.04.         Payment and Performance of Loan Documents.................................7
         Section 1.05.         Maintenance of Existence; Compliance with Laws............................7
         Section 1.06.         After-Acquired Property...................................................7
         Section 1.07.         (a)   Payment of Taxes and Other Charges..................................7
                               (b)   Payment of Mechanics and Materialmen................................8
                               (c)   Good Faith Contests.................................................8
         Section 1.08.         Taxes on Trustee or Beneficiary...........................................8
         Section 1.09.         Insurance.................................................................9
         Section 1.10.         Protective Advances by Beneficiary.......................................12
         Section 1.11.         (a)   Visitation and Inspection..........................................12
                               (b)   Financial and Other Information....................................12
                               (c)   Estoppel Certificates..............................................13
         Section 1.12.         Maintenance of Premises and Improvements.................................13
         Section 1.13.         Condemnation.............................................................13
         Section 1.14.         Leases...................................................................14
         Section 1.15.         Premises Documents.......................................................14
         Section 1.16.         Trust Fund; Lien Laws....................................................15
         Section 1.17.         Expenses of Trustee......................................................15

     ARTICLE II                EVENTS OF DEFAULT AND REMEDIES...........................................15
         Section 2.01.         Events of Default and Certain Remedies...................................15
         Section 2.02.         Other Matters Concerning Sales...........................................19
         Section 2.03.         Payment of Amounts Due...................................................21
         Section 2.04.         Actions; Receivers.......................................................22
         Section 2.05.         Beneficiary's Right to Possession........................................22
         Section 2.06.         Remedies Cumulative......................................................22
</TABLE>

                                       (i)


<PAGE>

<TABLE>
<S>                                                                                                    <C>
         Section 2.07.         Moratorium Laws; Right of Redemption.....................................23
         Section 2.08.         Intentionally Omitted....................................................23
         Section 2.09.         Beneficiary's Rights Concerning Application of Amounts Collected.........23

     ARTICLE III               CONCERNING TRUSTEE.......................................................23
         Section 3.01.         Trustee's Performance....................................................23
         Section 3.02.         Resignation by Trustee...................................................23
         Section 3.03.         Removal of Trustee; Successors...........................................24

     ARTICLE IV                MISCELLANEOUS............................................................24
         Section 4.01.         Assignment of Rents......................................................24
         Section 4.02.         Security Agreement and Fixture Filing....................................24
         Section 4.03.         Application of Certain Payments..........................................25
         Section 4.04.         Severability.............................................................25
         Section 4.05.         Modifications and Waivers in Writing.....................................25
         Section 4.06.         Notices..................................................................26
         Section 4.07.         Successors and Assigns...................................................26
         Section 4.08.         Limitation on Interest...................................................26
         Section 4.09.         Counterparts.............................................................26
         Section 4.10.         Substitute Deeds.........................................................26
         Section 4.11.         Beneficiary's Sale of Interests in Loan..................................26
         Section 4.12.         No Merger of Interests...................................................27
         Section 4.13.         CERTAIN WAIVERS..........................................................27
         Section 4.14.         GOVERNING LAW............................................................27
</TABLE>

                                       (ii)


<PAGE>


                                     RECITAL

         Beneficiary,  Hampton Inns,  Inc. and Promus Hotels  Florida,  Inc., as
sellers,  and Fee Owner, as buyer, have heretofore  entered into an Agreement of
Sale dated as of November 22, 1999 (as amended, the "Agreement of Sale") for the
purchase by Fee Owner on the date hereof of certain premises  described  therein
(the "New  Premises").  Fee Owner has  acquired and is the owner of the premises
described in SCHEDULE A attached hereto and made a part hereof and Lessee is the
owner of a leasehold interest therein.  Lessee  acknowledges that it will derive
substantial  benefit from the making of the loan contemplated herein and further
acknowledges that the obligation of Beneficiary to make such loan is conditioned
upon, among other things, the execution and delivery by Lessee of this Mortgage.
In  connection  with  the  purchase  of  the  New  Premises  by Fee  Owner  from
Beneficiary  (or its  affiliates)  pursuant to the Agreement of Sale,  Fee Owner
will borrow  $4,384,500  from  Beneficiary  and has  executed  and  delivered to
Beneficiary  its note,  dated the date hereof,  obligating  it to pay the sum of
$4,384,500,  with interest  thereon as therein  provided (said note, as the same
may  hereafter  be amended,  modified,  extended,  severed,  assigned,  renewed,
replaced or restated,  hereinafter,  the "Note"). In order to secure the payment
of the  Note,  Fee Owner and  Lessee,  as  grantors,  have duly  authorized  the
execution and delivery of this Deed. For purposes of this Deed,  "Grantor" shall
mean Fee Owner and Lessee but only to the extent of their  respective  interests
in the Mortgaged  Property (as herein defined) and their respective  obligations
under the Note and Ground Lease.

                  CERTAIN DEFINITIONS AND RULES OF CONSTRUCTION

         Grantor,  Trustee  and  Beneficiary  agree  that,  unless  the  context
otherwise  specifies or requires,  the  following  terms shall have the meanings
herein specified.

         "Chattels"  means  all  fixtures,  furnishings,  fittings,  appliances,
apparatus, equipment, building materials and components,  machinery and articles
of personal  property,  of whatever kind or nature,  including any replacements,
proceeds or products  thereof and additions  thereto,  other than those owned by
lessees,  now or at any time  hereafter  intended to be or actually  affixed to,
attached to, placed upon, or used in any way in connection with the complete and
comfortable use, enjoyment, development, occupancy or operation of the Premises,
and whether located on or off the Premises.

         "Default Rate" means the rate (or, if more than one, the highest of the
rates) of  interest  per annum  provided in the Note plus 5%, but in no event to
exceed the maximum rate allowed by law.

         "Events of Default"  means the events and  circumstances  described  as
such in Section 2.01.

         "Ground  Lease"  means the Master  Hotel  Lease  Agreement  dated as of
September  20,  1999  between  Fee  Owner  and  Lessee  covering,   among  other
properties,  the  Premises  described in SCHEDULE A, as the same may be amended,
supplemented or modified from time to time.


<PAGE>

         "Hazardous  Materials"  means  any  pollutant,   effluents,  emissions,
contaminants,  toxic or hazardous  wastes,  materials or  substances,  as any of
those terms are defined from time to time in or for the purposes of any relevant
environmental law, rule, regulation,  code, permit, order, notice, demand letter
or other binding  determination  (hereinafter,  "Environmental Laws") including,
without  limitation,  asbestos  fibers  and  friable  asbestos,  polychlorinated
biphenyls and any petroleum or  hydrocarbon-based  products or  derivatives,  in
each case in amounts in violation of applicable Environmental Laws.

         "Improvements"  means all  structures  or buildings,  and  replacements
thereof,  now or  hereafter  located  upon the  Premises,  including  all  plant
equipment, apparatus, machinery and fixtures of every kind and nature whatsoever
forming part of said structures or buildings.

         "lease" or "leases"  means any lease or leases of all or any portion of
the Premises, whether affecting the fee or leasehold portion thereof.

         "Loan" means the loan made by Beneficiary to Fee Owner evidenced by the
Note and secured hereby.

         "Premises"  means the premises  described in SCHEDULE A,  including the
leasehold interest therein created by the Ground Lease, and including all of the
easements,  rights,  privileges and appurtenances  (including air or development
rights) thereunto belonging or in anywise  appertaining,  and all of the estate,
right, title, interest, claim or demand whatsoever of Grantor therein and in the
streets and ways adjacent thereto,  either in law or in equity, in possession or
expectancy,  now or hereafter  acquired,  and as used herein  shall,  unless the
context otherwise requires, be deemed to include the Improvements.

         "Premises   Documents"  means  all  reciprocal  easement  or  operating
agreements, declarations of covenants, conditions or restrictions,  declarations
of condominium, developer's or utility agreements with any village, town, county
or other governmental authority, and any similar such agreements or declarations
now or hereafter affecting the Premises or any part thereof.

         All  terms of this Deed  which are not  defined  above  shall  have the
meaning set forth elsewhere in this Deed.

         Except as  expressly  indicated  otherwise,  when used in this Deed (i)
"or" is not exclusive, (ii) "hereunder",  "herein",  "hereof" and the like refer
to this Deed as a whole,  (iii)  "Article",  "Section" and  "Schedule"  refer to
Articles,  Sections  and  Schedules  of this  Deed,  (iv)  terms  defined in the
singular have a correlative  meaning when used in the plural and vice versa, (v)
a reference to a law or statute  includes any amendment or  modification  to, or
replacement  of,  such law or  statute  and (vi) a  reference  to an  agreement,
instrument or document means such agreement,  instrument or document as the same
may be amended,  modified or  supplemented  from time to time in accordance with
its  terms  and as  permitted  hereby  and by the other  documents  executed  or
delivered to  Beneficiary  in connection  with the Loan.  The cover page and all
Schedules  hereto are


                                       2
<PAGE>

incorporated  herein  and made a part  hereof.  Any  table of  contents  and the
headings and captions herein are for  convenience  only and shall not affect the
interpretation or construction hereof.

                                 GRANTING CLAUSE

         NOW, THEREFORE,  Grantor, in consideration of the premises and in order
to secure the payment of both the  principal  of, and the interest and any other
sums payable under,  the Note or this Deed and the performance and observance of
all the  provisions  hereof and of the Note,  hereby  gives,  grants,  bargains,
sells,  warrants,  aliens,  remises,  releases,   conveys,  assigns,  transfers,
mortgages, hypothecates, deposits, pledges, sets over and confirms unto Trustee,
all its estate,  right,  title and  interest in, to and under any and all of the
following described property (hereinafter, the "Mortgaged Property") whether now
owned or held or hereafter acquired:

                    (i)    the Premises;

                   (ii)    the Improvements;

                  (iii)    the Chattels;

                   (iv)    the Premises Documents;

                    (v) all rents, royalties, issues, profits, revenue,  income,
         recoveries, reimbursements and other benefits of the Mortgaged Property
         (hereinafter,  the "Rents") and all leases of the Mortgaged Property or
         portions thereof now or hereafter entered into and all right, title and
         interest of Grantor thereunder,  including, without limitation, cash or
         securities deposited thereunder to secure performance by the lessees of
         their obligations thereunder, whether such cash or securities are to be
         held until the expiration of the terms of such leases or applied to one
         or more of the installments of rent coming due immediately prior to the
         expiration of such terms,  and including any  guaranties of such leases
         and any lease  cancellation,  surrender or termination  fees in respect
         thereof, all subject, however, to the provisions of Section 4.01;

                   (vi) all (a) development work product  prepared in connection
         with  the  Premises,   including,  but  not  limited  to,  engineering,
         drainage, traffic, soil and other studies and tests; water, sewer, gas,
         electrical  and telephone  approvals,  taps and  connections;  surveys,
         drawings,  plans  and  specifications;   and  subdivision,  zoning  and
         platting materials;  (b) building and other permits,  rights,  licenses
         and  approvals  relating  to  the  Premises;   and  (c)  contracts  and
         agreements  (including,  without limitation,  contracts with architects
         and engineers, construction contracts and contracts for the maintenance
         or management of the Premises),  contract  rights,  logos,  trademarks,
         trade names, copyrights and other general intangibles used or useful in
         connection  with the ownership,  operation or occupancy of the Premises
         or any part thereof;



                                       3
<PAGE>

                   (vii)  all   proceeds  of  the   conversion,   voluntary   or
         involuntary,  of any of the foregoing  into cash or liquidated  claims,
         including,  without limitation,  proceeds of insurance and condemnation
         awards,  and all rights of Grantor to refunds of real estate  taxes and
         assessments;

                  (viii)  all  revenue  and income  received  by or on behalf of
         Grantor  resulting  from  the  operation  of the  Premises  as a hotel,
         including  all sums (1) paid by  customers  for the use of hotel  rooms
         located  within  the  Premises,  (2)  derived  from  food and  beverage
         operations  located  within the Premises,  (3) generated by other hotel
         operations,  including any parking, convention, sports and recreational
         facilities and (4) business interruption insurance proceeds;

                    (ix) all  accounts  and  accounts  receivable, including all
         present and future right to payment from any consumer  credit or charge
         card organization or entity (such as those  organizations which sponsor
         or administer  the American  Express,  Carte  Blanche,  Discover  Card,
         Diners  Club,  Visa and Master  Card)  arising  out of the  leasing and
         operation  of, or the  business  conducted at or in relation to, all or
         any part of the Premises; and

                     (x) any deposit,  operating or other account including  the
         entire  balance   therein  (now  or  hereafter   existing)  of  Grantor
         containing  proceeds of the  operation of the Premises with any banking
         or  financial  institution  and  all  money,  instruments,  securities,
         documents,  chattel paper,  credits,  demands,  and any other property,
         rights,  or  interests  of Grantor  relating  to the  operation  of the
         Premises which at any time shall come into the  possession,  custody or
         control of any banking or financial institution.

         TO HAVE AND TO HOLD unto Trustee, its successors and assigns forever.

         IN TRUST,  to secure the payment to Beneficiary of the principal of and
interest on the Note at the maturity thereof and all other sums due hereunder or
under the Note and the performance of all covenants and agreements herein and in
the Note, whereupon this Deed shall cease and be void and the Mortgaged Property
shall be released at the cost of Grantor.

                                   ARTICLE I

                              COVENANTS OF GRANTOR

         Grantor represents, except as known by Beneficiary or its affiliates to
the contrary,  or disclosed to  Beneficiary  in connection  with the sale of the
Mortgaged Property to Grantor, and Grantor covenants and agrees as follows:

         Section  1.01.  (a)  Warranty of Title;  Power and  Authority.  Grantor
warrants that,  with respect to the fee interest in the Premises,  it has a good
and marketable title to an indefeasible fee estate subject to no lien, charge or
encumbrance,  that the Ground Lease is subject to no lien, charge or encumbrance
of any kind and is prior to all liens,


                                       4
<PAGE>

charges  and  encumbrances  whatsoever  on the  fee  interest  of  the  landlord
thereunder,  except in either case such as are listed as  exceptions to title in
the title policy insuring the lien hereof;  and,  Grantor further warrants that,
with respect to the leasehold interest in the Premises,  that it is the owner of
a valid and  subsisting  interest  as tenant  under the Ground  Lease,  that the
Ground Lease is in full force and effect,  there are no defaults  thereunder and
no event has occurred or is  occurring  which after notice or passage of time or
both will result in such a default;  that it owns the  Chattels,  all leases and
the Rents in respect of the Mortgaged  Property and all other personal  property
encumbered hereby free and clear of liens and claims;  and Grantor warrants that
this  Deed is and will  remain a valid  and  enforceable  lien on the  Mortgaged
Property  subject  only to the  exceptions  referred to above.  Grantor has full
power and lawful authority to subject the Mortgaged  Property to the lien hereof
in the manner and form  herein done or intended  hereafter  to be done.  Grantor
will preserve such title,  will preserve such  leasehold  estate  created by the
Ground  Lease and will  forever  warrant  and  defend  the same to  Trustee  and
Beneficiary and will forever warrant and defend the validity and priority of the
lien hereof  against the claims of all persons and parties  whomsoever.  Grantor
will  perform  or cause to be  performed  all of the  covenants  and  conditions
required  to be  performed  by it under the  Ground  Lease,  will do all  things
necessary to preserve  unimpaired its rights thereunder,  and will not (i) enter
into any agreement  modifying or amending the Ground Lease that would reduce the
term of the Ground Lease, increase the amount of rent payable thereunder (except
as  contemplated  by the  provisions  of the  Ground  Lease) or have a  material
adverse  effect on the lien  created by this Deed or the  rights of  Beneficiary
hereunder  or (ii) for so long as the  Ground  Lease is in effect,  release  the
landlord  thereunder  from any obligations  imposed upon it thereby.  If Grantor
receives a notice of default under the Ground Lease, it shall  immediately cause
a  copy  of  such  notice  to be  sent  by  registered  United  States  mail  to
Beneficiary.

         (b) Hazardous Materials.  To the best of Grantor's  knowledge,  Grantor
represents and warrants that (i) the Premises and the  improvements  thereon and
the surrounding areas are not currently and have never been subject to Hazardous
Materials or their  effects,  in each case in amounts in violation of applicable
Environmental  Laws,  (ii)  neither  it  nor  any  portion  of the  Premises  or
improvements thereon is in violation of, or subject to any existing,  pending or
threatened  investigation or proceeding by any governmental  authorities  under,
any Environmental Law, (iii) there are no claims, litigation,  administrative or
other  proceedings,  whether  actual or  threatened,  or  judgments  or  orders,
concerning  Hazardous  Materials  relating  in any  way to the  Premises  or the
improvements  thereon and (iv) Grantor is not required by any  Environmental Law
to obtain any permits or licenses to construct or use any improvements, fixtures
or equipment  with respect to the Premises,  or if any such permit or license is
required it has been  obtained  and is capable of being  mortgaged  and assigned
hereby. Grantor will comply with all applicable  Environmental Laws and will, at
its sole cost and expense, promptly remove, or cause the removal of, any and all
Hazardous  Materials or the effects  thereof at any time identified as being on,
in, under or affecting the Premises.

         (c) Flood Hazard Area. Grantor represents that neither the Premises nor
any part thereof is located in an area identified by the Secretary of the United
States Department of Housing and Urban Development or by any applicable  federal
agency as


                                       5
<PAGE>

having  special flood  hazards or, if it is,  Grantor has obtained the insurance
required by Section 1.09.

         Section 1.02.  (a) Further  Assurances.  Grantor will, at its sole cost
and expense,  do,  execute,  acknowledge  and deliver all and every such further
acts,  deeds,  conveyances,   mortgages,  assignments,  notices  of  assignment,
transfers  and  assurances  as  Trustee or  Beneficiary  shall from time to time
reasonably require, for the better assuring, conveying, assigning,  transferring
and confirming  unto Trustee the property and rights hereby conveyed or assigned
or intended now or hereafter so to be, or which  Grantor may be or may hereafter
become bound to convey or assign to Trustee,  or for carrying out the  intention
or facilitating the performance of the terms hereof, or for filing,  registering
or recording  this Deed and, on demand,  will  execute and  deliver,  and hereby
authorizes  Trustee or Beneficiary to execute and file in Grantor's name, to the
extent  they may  lawfully  do so,  one or more  financing  statements,  chattel
mortgages  or  comparable  security  instruments,  to evidence  or perfect  more
effectively  Beneficiary's  security  interest  in and the lien  hereof upon the
Chattels and other personal property encumbered hereby.

         (b) Information Reporting and Back-up Withholding. Grantor will, at its
sole cost and expense,  do, execute,  acknowledge and deliver all and every such
acts,  information  reports,  returns  and  withholding  of  monies  as shall be
necessary or appropriate to comply fully, or to cause full compliance,  with all
applicable  information  reporting and back-up  withholding  requirements of the
Internal  Revenue  Code of 1986  (including  all  regulations  now or  hereafter
promulgated  thereunder) in respect of the Premises and all transactions related
to the Premises,  and will at all times provide  Beneficiary  with  satisfactory
evidence of such compliance and notify  Beneficiary of the information  reported
in connection with such compliance.

         Section 1.03. (a) Filing and Recording of Documents.  Grantor forthwith
upon the execution and delivery  hereof,  and thereafter from time to time, will
cause this Deed and any security  instrument  creating a lien or evidencing  the
lien hereof upon the Chattels  and each  instrument  of further  assurance to be
filed,  registered  or  recorded  in such  manner  and in such  places as may be
required by any present or future law in order to publish notice of and fully to
protect  the lien  hereof  upon,  and the title of  Trustee  to,  the  Mortgaged
Property.

         (b) Filing and Recording Fees and Other  Charges.  Grantor will pay all
filing,  registration  or  recording  fees,  and all  expenses  incident  to the
execution and acknowledgment  hereof, any deed of trust supplemental hereto, any
security instrument with respect to the Chattels,  and any instrument of further
assurance,   and  any  reasonable  expenses   (including   attorneys'  fees  and
disbursements) incurred by Beneficiary in connection with the Loan, and will pay
all federal,  state,  county and municipal stamp taxes and other taxes,  duties,
imposts,  assessments  and  charges  arising  out of or in  connection  with the
execution and delivery of the Note,  this Deed,  any deed of trust  supplemental
hereto,  any security  instrument with respect to the Chattels or any instrument
of further assurance.



                                       6
<PAGE>

         Section 1.04.  Payment and Performance of Loan Documents.  Grantor will
punctually  pay the  principal  and interest and all other sums to become due in
respect hereof and of the Note at the time and place and in the manner specified
therein,  according to the true intent and meaning  thereof,  all in currency of
the United  States of America  which at the time of such payment  shall be legal
tender for the payment of public and private debts. Grantor will duly and timely
comply with and perform all of the terms,  provisions,  covenants and agreements
contained in said documents and in all other  documents or instruments  executed
or delivered by Grantor to  Beneficiary  in connection  with the Loan,  and will
permit no failures of performance thereunder.

         Section 1.05. Maintenance of Existence;  Compliance with Laws. Grantor,
if other than a natural  person,  will, so long as it is owner of all or part of
the  Mortgaged  Property,  do all things  necessary to preserve and keep in full
force and effect its existence,  franchises, rights and privileges as a business
or stock corporation,  partnership,  limited liability  company,  trust or other
entity  under  the laws of the  state of its  formation.  Grantor  will duly and
timely comply with all laws, regulations, rules, statutes, orders and decrees of
any  governmental  authority  or  court  applicable  to it or to  the  Mortgaged
Property or any part thereof.

         Section 1.06. After-Acquired Property. All right, title and interest of
Grantor  in  and  to  all  extensions,   improvements,   betterments,  renewals,
substitutes and  replacements  of, and all additions and  appurtenances  to, the
Mortgaged   Property,   hereafter  acquired  by,  or  released  to,  Grantor  or
constructed, assembled or placed by Grantor on the Premises, and all conversions
of the security constituted thereby, immediately upon such acquisition, release,
construction,  assembling,  placement or conversion,  as the case may be, and in
each such case,  without any further deed of trust,  conveyance,  assignment  or
other act by  Grantor,  shall  become  subject  to the lien  hereof as fully and
completely,  and with the same  effect,  as  though  now  owned by  Grantor  and
specifically  described in the Granting Clause hereof,  but at any and all times
Grantor  will  execute  and deliver to Trustee or  Beneficiary  any and all such
further  assurances,  deeds of trust,  conveyances  or  assignments  thereof  as
Trustee or Beneficiary  may reasonably  require for the purpose of expressly and
specifically subjecting the same to the lien hereof.

         Section 1.07.  (a) Payment of Taxes and Other  Charges.  Grantor,  from
time to time before the same shall become delinquent, will pay and discharge all
taxes of every kind and nature  (including real and personal  property taxes and
income, franchise,  withholding,  profits and gross receipts taxes), all general
and special assessments, levies, permits, inspection and license fees, all water
and sewer rents and charges,  and all other public charges  whether of a like or
different nature,  imposed upon or assessed against it or the Mortgaged Property
or any part thereof or upon the revenues,  rents, issues,  income and profits of
the Mortgaged Property or arising in respect of the occupancy, use or possession
thereof.  Grantor  will,  upon  Beneficiary's  request,  deliver to  Beneficiary
receipts evidencing the payment of all such taxes,  assessments,  levies,  fees,
rents and other  public  charges  imposed  upon or  assessed  against  it or the
Mortgaged Property or any portion thereof.



                                       7
<PAGE>

         Beneficiary  may, at its option following the occurrence of an Event of
Default,  to be exercised  by thirty (30) days'  notice to Grantor,  require the
deposit by Grantor, at the time of each payment of an installment of interest or
principal  under the Note (but no less often  than  monthly),  of an  additional
amount  sufficient to discharge the obligations  under this clause (a) when they
become due.  The  determination  of the amount so payable and of the  fractional
part thereof to be deposited  with  Beneficiary,  so that the  aggregate of such
deposits shall be sufficient  for this purpose,  shall be made by Beneficiary in
its sole discretion.  Such amounts shall be held by Beneficiary without interest
and applied to the payment of the  obligations  in respect of which such amounts
were deposited or, at Beneficiary's  option,  to the payment of said obligations
in such order or  priority  as  Beneficiary  shall  determine,  on or before the
respective  dates on which the same or any of them would become  delinquent.  If
one (1) month prior to the due date of any of the aforementioned obligations the
amounts then on deposit  therefor shall be insufficient  for the payment of such
obligation in full,  Grantor within ten (10) days after demand shall deposit the
amount of the deficiency  with  Beneficiary.  Nothing herein  contained shall be
deemed to affect any right or remedy of Beneficiary  under any provisions hereof
or of any statute or rule of law to pay any such amount and to add the amount so
paid,  together with interest at the Default  Rate, to the  indebtedness  hereby
secured.

         (b) Payment of Mechanics and  Materialmen.  Grantor will pay, from time
to time when the same  shall  become  due,  all  lawful  claims  and  demands of
mechanics, materialmen,  laborers, and others which, if unpaid, might result in,
or permit the creation of, a lien on the Mortgaged Property or any part thereof,
and in general will do or cause to be done everything necessary so that the lien
hereof shall be fully  preserved,  at the cost of Grantor and without expense to
Trustee  or  Beneficiary,  other  than  those  liens  which  Beneficiary  or its
affiliates have indemnified  Grantor pursuant to the provisions set forth in the
Agreement of Sale.

         (c) Good Faith Contests. Nothing in this Section 1.07 shall require the
payment or discharge of any  obligation  imposed upon Grantor by this Section so
long as Grantor  shall in good faith and at its own expense  contest the same or
the validity  thereof by appropriate  legal  proceedings  which shall operate to
prevent  the  collection  thereof or other  realization  thereon and the sale or
forfeiture  of the  Mortgaged  Property or any part thereof to satisfy the same;
provided, however, that (i) during such contest Grantor shall set aside reserves
sufficient to discharge  Grantor's  obligation  hereunder and of any  additional
charge,  penalty or expense arising from or incurred as a result of such contest
and (ii) if at any time payment of any obligation imposed upon Grantor by clause
(a) above shall become  necessary to prevent the delivery of a tax deed or other
instrument  conveying the Mortgaged  Property or any portion  thereof because of
non-payment,  then Grantor shall pay the same in sufficient  time to prevent the
delivery of such tax deed or other instrument.

         Section  1.08.  Taxes on Trustee or  Beneficiary.  Grantor will pay any
taxes, except income taxes, imposed on Trustee or Beneficiary by reason of their
ownership  of the Note or this  Deed,  provided  that  Beneficiary  can  require
payment of the Note in full  within  ninety (90) days if it shall be illegal for
Grantor to pay any tax or if the payment of such tax by Grantor  would result in
the violation of applicable usury laws.



                                       8
<PAGE>

         Section  1.09.  Insurance.  (a) Grantor will at all times  (directly or
indirectly) provide, maintain and keep in force:

                   (i) policies of insurance insuring the Premises, Improvements
         and Chattels against loss or damage by fire and lightning; against loss
         or damage by other risks  embraced by coverage of the type now known as
         All Risk  Replacement  Cost Insurance  with agreed amount  endorsement,
         including  but not  limited  to riot and  civil  commotion,  vandalism,
         malicious  mischief and theft;  and against such other risks or hazards
         as Beneficiary  from time to time reasonably may designate in an amount
         sufficient to prevent Beneficiary or Grantor from becoming a co-insurer
         under  the  terms of the  applicable  policies,  but in any event in an
         amount  not less  than 100% of the then  full  replacement  cost of the
         Improvements  (exclusive of the cost of  excavations,  foundations  and
         footings  below  the  lowest  basement  floor)  without  deduction  for
         physical depreciation;

                  (ii) policies of insurance  insuring the Premises  against the
         loss of "rental value" of the buildings which  constitute a part of the
         Improvements  on a "rented or vacant  basis"  arising out of the perils
         insured against  pursuant to clause (i) above in an amount equal to not
         less than one (1)  year's  gross  "rental  value" of the  Improvements.
         "Rental  value" as used  herein is  defined as the sum of (A) the total
         anticipated gross rental income from tenant occupancy of such buildings
         as furnished and equipped,  (B) the amount of all charges which are the
         legal obligation of tenants and which would otherwise be the obligation
         of  Grantor  and (C) the  fair  rental  value  of any  portion  of such
         buildings  which is  occupied by Grantor.  Grantor  hereby  assigns the
         proceeds of such insurance to Beneficiary, to be applied by Beneficiary
         in  payment  of the  interest  and  principal  on the  Note,  insurance
         premiums, taxes, assessments and private impositions until such time as
         the Improvements shall have been restored and placed in full operation,
         at which time,  provided Grantor is not then in default hereunder,  the
         balance of such insurance  proceeds,  if any, held by Beneficiary shall
         be paid over to Grantor;

                 (iii) if all or  part of the  Premises  are  located in an area
         identified by the Secretary of the United States  Department of Housing
         and Urban  Development or by any  applicable  federal agency as a flood
         hazard area, flood insurance in an amount at least equal to the maximum
         limit of coverage  available  under the National Flood Insurance Act of
         1968, provided, however, that Beneficiary reserves the right to require
         flood   insurance  in  excess  of  said  limit  if  such  insurance  is
         commercially available up to the amount provided in clause (i) above;

                  (iv) during any period of restoration  under this Section 1.09
         or  Section  1.13,  a  policy  or  policies  of  builder's  "all  risk"
         insurance,  written on a Standard  Builder's Risk Completed  Value Form
         (100%  non-reporting),  in an amount  not less than the full  insurable
         value  of  the  Premises   against  such  risks   (including,   without
         limitation,   fire  and  extended  coverage,  collapse  and  earthquake
         coverage to agreed limits) as Beneficiary  may reasonably  request,  in
         form and substance acceptable to Beneficiary;



                                       9
<PAGE>

                   (v) a policy or policies  of workers'  compensation insurance
         as  required  by  workers'   compensation   insurance  laws  (including
         employer's liability insurance,  if requested by Beneficiary)  covering
         all employees of Grantor;

                  (vi)  comprehensive  liability  insurance  on an  "occurrence"
         basis  against  claims  for  "personal  injury"  liability,  including,
         without limitation,  bodily injury, death or property damage liability,
         with a limit of not less than  $15,000,000  in the  event of  "personal
         injury" to any number of persons or of damage to  property  arising out
         of one "occurrence". Such policies shall name Beneficiary as additional
         insured  by an  endorsement,  and  shall  contain  cross-liability  and
         severability of interest clauses, all satisfactory to Beneficiary; and

                 (vii)  such other  insurance  (including,  but not  limited to,
         earthquake insurance), and in such amounts, as may from time to time be
         reasonably  required by Beneficiary against the same or other insurable
         hazards.

         Notwithstanding  anything  herein to the contrary,  for so long as that
certain   Management   Agreement  of  even  date  herewith  between  Lessee  and
Beneficiary  with respect to the  Premises  remains in full force and effect (as
the same may be amended, the "Management  Agreement"),  the types and amounts of
insurance required by the Management  Agreement to the extent  inconsistent with
those set forth above shall govern and control Grantor's  obligations in respect
thereof.

         (b) All policies of insurance required under this Section 1.09 shall be
issued  by  companies  having  Best's  ratings  and being  otherwise  reasonably
acceptable  to  Beneficiary,  shall be subject  to the  reasonable  approval  of
Beneficiary as to amount,  content, form and expiration date and, except for the
liability  policies  described in clauses (a)(v) and (vi) above, shall contain a
Non-Contributory   Standard   Mortgagee   Clause  and   Lender's   Loss  Payable
Endorsement,  or their equivalents,  in favor of Beneficiary,  and shall provide
that the proceeds thereof shall be payable to Beneficiary.  Beneficiary shall be
furnished with the original of each policy  required  hereunder,  which policies
shall provide that they shall not lapse,  nor be modified or cancelled,  without
thirty (30) days' written notice to Beneficiary. At least thirty (30) days prior
to  expiration  of  any  policy  required   hereunder,   Grantor  shall  furnish
Beneficiary  appropriate  proof of issuance of a policy  continuing in force the
insurance  covered  by  the  policy  so  expiring.   Grantor  shall  furnish  to
Beneficiary,  promptly upon request,  receipts or other satisfactory evidence of
the  payment  of the  premiums  on such  insurance  policies.  In the event that
Grantor  does not  deposit  with  Beneficiary  a new  certificate  or  policy of
insurance with evidence of payment of premiums thereon at least thirty (30) days
prior to the expiration of any expiring policy,  then Beneficiary may, but shall
not be obligated to, procure such insurance and pay the premiums  therefor,  and
Grantor agrees to repay to Beneficiary the premiums  thereon promptly on demand,
together with interest thereon at the Default Rate.

         (c) Grantor hereby assigns to Beneficiary all proceeds of any insurance
required to be  maintained by this Section 1.09 which Grantor may be entitled to
receive for loss or damage to the Premises,  Improvements or Chattels.  All such
insurance


                                       10
<PAGE>

proceeds  shall be payable to  Beneficiary,  and Grantor  hereby  authorizes and
directs any  affected  insurance  company to make  payment  thereof  directly to
Beneficiary  subject,  however,  to clause (f) below.  Grantor shall give prompt
notice to Beneficiary  of any casualty,  whether or not of a kind required to be
insured  against  under the policies to be provided by Grantor  hereunder,  such
notice to  generally  describe  the  nature and cause of such  casualty  and the
extent of the damage or  destruction.  Grantor may settle,  adjust or compromise
any claims for loss,  damage or destruction,  regardless of whether or not there
are  insurance  proceeds  available or whether any such  insurance  proceeds are
sufficient  in amount to fully  compensate  for such loss or damage,  subject to
Beneficiary's prior consent.  Notwithstanding  the foregoing,  Beneficiary shall
have the right to join Grantor in settling,  adjusting or compromising  any loss
of $100,000 or more.  Grantor hereby  authorizes  the  application or release by
Beneficiary of any insurance proceeds under any policy of insurance,  subject to
the other  provisions  hereof.  The application or release by Beneficiary of any
insurance  proceeds  shall not cure or waive any  default  or notice of  default
hereunder or invalidate any act done pursuant to such notice.

         (d) In the event of the  foreclosure  hereof or other  transfer  of the
title to the Mortgaged Property in  extinguishment,  in whole or in part, of the
indebtedness  secured hereby, all right, title and interest of Grantor in and to
any insurance  policy,  or premiums or payments in satisfaction of claims or any
other rights  thereunder  then in force,  shall pass to the purchaser or grantee
notwithstanding  the  amount  of  any  bid at  such  foreclosure  sale.  Nothing
contained  herein shall  prevent the accrual of interest as provided in the Note
on any  portion of the  principal  balance due under the Note until such time as
insurance  proceeds  are actually  received and applied to reduce the  principal
balance outstanding.

         (e) Grantor shall not take out separate insurance concurrent in form or
contributing in the event of loss with that required to be maintained under this
Section 1.09 unless Beneficiary is included thereon as a named insured with loss
payable to Beneficiary under standard mortgage endorsements of the character and
to the  extent  above  described.  Grantor  shall  promptly  notify  Beneficiary
whenever any such separate  insurance is taken out and shall promptly deliver to
Beneficiary the policy or policies of such insurance.

         (f) Any  and all  monies  received  as  payment  which  Grantor  may be
entitled to receive for loss or damage to the Premises, Improvements or Chattels
under any  insurance  maintained  pursuant  to this  Section  1.09  (other  than
proceeds under the policies required by clause (a)(ii) above) shall be paid over
to Beneficiary and, at Beneficiary's option, either applied to the prepayment of
the Note and all interest  and other sums accrued and unpaid in respect  thereof
or  disbursed  from time to time to  Grantor in  reimbursement  of its costs and
expenses  incurred in the  restoration of the  Improvements  in accordance  with
Beneficiary's standard construction lending practices,  terms and conditions, in
either case,  less  Beneficiary's  reasonable  expenses for  collecting  and, if
applicable,   disbursing  the  insurance  proceeds,  or  otherwise  incurred  in
connection   therewith.   Notwithstanding  the  provisions  of  the  immediately
preceding sentence, provided no default exists hereunder,  Beneficiary agrees to
apply any such proceeds  received by it to the  reimbursement of Grantor's costs
of restoring the Improvements.  Advances of


                                       11
<PAGE>

insurance proceeds shall be made to Grantor from time to time in accordance with
Beneficiary's  standard  construction  lending practices,  terms and conditions;
amounts  not  required  for such  purposes  shall be applied,  at  Beneficiary's
option, to the prepayment of the Note and to interest accrued and unpaid thereon
in such  order and  proportions  as  Beneficiary  may elect.  In no event  shall
Beneficiary be required to advance such proceeds to Grantor  unless  Beneficiary
shall have (i) received satisfactory evidence that the funding/expiration  dates
of the commitment,  if any, for the permanent financing of the Improvements have
been  extended  for such period of time as is  reasonably  necessary to complete
said  restoration  and (ii)  reasonably  determined  that the restoration of the
Improvements  can be completed by the Maturity  Date of the Note at a cost which
does not exceed the amount of available insurance proceeds or, in the event that
such  proceeds  are  reasonably  determined  by  Beneficiary  to be  inadequate,
Beneficiary  shall have received from Grantor a cash deposit equal to the excess
of  said  estimated  cost of  restoration  over  the  amount  of said  available
proceeds.   If  the  conditions  for  the  advance  of  insurance  proceeds  for
restoration  set forth in clauses  (i) and (ii) above are not  satisfied  within
sixty (60) days of  Beneficiary's  receipt thereof or if the actual  restoration
shall not have been  commenced  within such period,  Beneficiary  shall have the
option at any time thereafter to apply such insurance proceeds to the payment of
the  Note  and to  interest  accrued  and  unpaid  thereon  in  such  order  and
proportions as Beneficiary may elect.

         Section 1.10. Protective Advances by Beneficiary. If Grantor shall fail
to perform any of the covenants  contained  herein,  Trustee or Beneficiary  may
make  advances to perform the same on its behalf and all sums so advanced  shall
be a lien upon the Mortgaged Property and shall be secured hereby.  Grantor will
repay on demand  all sums so  advanced  on its  behalf  together  with  interest
thereon at the Default  Rate.  The  provisions of this Section shall not prevent
any default in the observance of any covenant contained herein from constituting
an Event of Default.

         Section 1.11. (a) Visitation and Inspection. Grantor will keep adequate
records and books of account in accordance  with generally  accepted  accounting
principles  and will permit each of Trustee and  Beneficiary,  by their  agents,
accountants  and  attorneys,  to visit and inspect the  Mortgaged  Property  and
examine its  records  and books of account  and make copies  thereof or extracts
therefrom,  and to discuss its affairs,  finances and accounts with the officers
or general partners, as the case may be, of Grantor, at such reasonable times as
may be requested by Trustee or Beneficiary.

         (b)   Financial  and  Other   Information.   Grantor  will  deliver  to
Beneficiary with reasonable  promptness such financial  information with respect
to Grantor or the Premises as Beneficiary  may  reasonably  request from time to
time. All financial  statements of Grantor shall be prepared in accordance  with
generally  accepted  accounting  principles  and  shall  be  accompanied  by the
certificate of a principal  financial or accounting  officer or general partner,
as the case may be, of Grantor,  dated  within five (5) days of the  delivery of
such  statements  to  Beneficiary,  stating  that he or she knows of no Event of
Default,  nor of any event  which  after  notice or lapse of time or both  would
constitute an Event of Default, which has occurred and is continuing, or, if any
such event or Event of Default has occurred and is  continuing,  specifying  the
nature and period of  existence  thereof  and what  action  Grantor has taken or
proposes to take with  respect  thereto,  and,


                                       12
<PAGE>

except as otherwise  specified,  stating that Grantor has  fulfilled  all of its
obligations hereunder and otherwise in respect of the Loan which are required to
be fulfilled on or prior to the date of such certificate.

         (c) Estoppel Certificates.  Grantor, within three (3) days upon request
in  person  or  within  five (5) days  upon  request  by mail,  will  furnish  a
statement,  duly  acknowledged,  of the  amount due  whether  for  principal  or
interest on this Deed and whether any offsets,  counterclaims  or defenses exist
against the indebtedness secured hereby.

         Section 1.12.  Maintenance of Premises and  Improvements.  Grantor will
not  commit  any  waste on the  Premises  or make any  change  in the use of the
Premises  which  will in any way  increase  any  ordinary  fire or other  hazard
arising out of  construction  or  operation.  Grantor  will,  or shall cause its
Lessee  to,  at all  times,  maintain  the  Improvements  and  Chattels  in good
operating  order and condition and will promptly  make,  from time to time,  all
repairs,  renewals,  replacements,  additions  and  improvements  in  connection
therewith which are needful or desirable to such end. The Improvements shall not
be  demolished  or  substantially  altered,  nor shall any  Chattels  be removed
without  Beneficiary's prior consent except where appropriate  replacements free
of superior title, liens and claims are immediately made of value at least equal
to the value of the removed Chattels.

         Section  1.13.  Condemnation.   Grantor,   immediately  upon  obtaining
knowledge of the  institution or pending  institution of any proceedings for the
condemnation  of the Premises or any portion  thereof,  will notify  Trustee and
Beneficiary  thereof.  Trustee  and  Beneficiary  may  participate  in any  such
proceedings  and  may  be  represented   therein  by  counsel  of  Beneficiary's
selection. Grantor from time to time will deliver to Beneficiary all instruments
requested by it to permit or facilitate such participation. In the event of such
condemnation  proceedings,  the award or compensation payable is hereby assigned
to and shall be paid to Beneficiary. Beneficiary shall be under no obligation to
question the amount of any such award or compensation and may accept the same in
the  amount  in which  the same  shall be paid.  The  proceeds  of any  award or
compensation so received shall, at  Beneficiary's  option,  either be applied to
the prepayment of the Note and all interest and other sums accrued and unpaid in
respect thereof at the rate of interest provided therein  regardless of the rate
of interest payable on the award by the condemning authority, or be disbursed to
Grantor from time to time for restoration of the Improvements in accordance with
Beneficiary's standard construction lending practices,  terms and conditions, in
either case,  less  Beneficiary's  reasonable  expenses for  collecting  and, if
applicable, disbursing the award, or otherwise incurred in connection therewith.
Notwithstanding the provisions of the immediately  preceding sentence,  provided
no  monetary  or  bankruptcy  related  default  or any Event of  Default  exists
hereunder,  Beneficiary  agrees to apply any such  condemnation  award  proceeds
received  by it to  the  reimbursement  of  Grantor's  costs  of  restoring  the
Improvements.  Advances of condemnation  award proceeds shall be made to Grantor
from time to time in accordance with Beneficiary's standard construction lending
practices, terms and conditions; amounts not required for such purposes shall be
applied, at Beneficiary's  option, to the prepayment of the Note and to interest
accrued and unpaid thereon (at the rate of interest provided


                                       13
<PAGE>

therein  regardless  of  the  rate  of  interest  payable  on the  award  by the
condemning authority) in such order and proportions as Beneficiary may elect.

         Section 1.14. Leases. (a) Grantor will not (i) execute an assignment of
the rents or any part  thereof  from the Premises  without  Beneficiary's  prior
consent,  (ii) except  where the lessee is in default  thereunder,  terminate or
consent to the  cancellation or surrender of any lease of the Premises or of any
part thereof,  now existing or hereafter to be made, having an unexpired term of
one (1) year or more,  provided,  however,  that any lease may be  cancelled  if
promptly after the cancellation or surrender thereof a new lease is entered into
with a new lessee  having a credit  standing at least  equivalent to that of the
lessee  whose  lease  was  cancelled,  on  substantially  the same  terms as the
terminated or cancelled lease,  (iii) modify any such lease so as to shorten the
unexpired  term thereof or so as to decrease,  waive or compromise in any manner
the amount of the rents payable  thereunder or materially expand the obligations
of the lessor thereunder,  (iv) accept prepayments of more than one month of any
installments of rents to become due under such leases, except prepayments in the
nature of security for the  performance of the lessees  thereunder,  (v) modify,
release  or  terminate  any  guaranties  of any such  lease or (vi) in any other
manner impair the value of the Mortgaged Property or the security hereof.

         (b) Grantor will not execute any lease of all or a substantial  portion
of the  Premises  except for actual  occupancy by the lessee  thereunder  or its
property  manager,  and will at all times  promptly and faithfully  perform,  or
cause to be performed, all of the covenants, conditions and agreements contained
in all leases of the Premises or portions thereof now or hereafter existing,  on
the part of the lessor thereunder to be kept and performed and will at all times
do all things  reasonably  necessary to compel  performance  by the lessee under
each lease of all  obligations,  covenants  and  agreements by such lessee to be
performed thereunder. If any of such leases provide for the giving by the lessee
of  certificates  with  respect  to the  status of such  leases,  Grantor  shall
exercise  its right to request  such  certificates  within  five (5) days of any
demand  therefor by Beneficiary  and shall deliver copies thereof to Beneficiary
promptly upon receipt.

         (c) In the event of the  enforcement  by Trustee or  Beneficiary of the
remedies  provided  for hereby or by law, the lessee under each of the leases of
the Premise  will,  upon  request of any person  succeeding  to the  interest of
Grantor as a result of such enforcement, automatically become the lessee of said
successor in interest,  without change in the terms or other  provisions of such
lease, provided,  however, that said successor in interest shall not be bound by
(i) any  payment  of rent or  additional  rent  for more  than one (1)  month in
advance,  except  prepayments  in the nature of security for the  performance by
said  lessee  of its  obligations  under  said  lease or (ii) any  amendment  or
modification  of the lease  made  without  the  consent of  Beneficiary  or such
successor in interest.  Each lease shall also provide that, upon request by said
successor in interest,  such lessee shall  execute and deliver an  instrument or
instruments confirming such attornment.

         Section  1.15.  Premises  Documents.  Grantor  shall (a) do all  things
reasonably necessary to cause the due compliance and faithful performance by the
other  parties  to


                                       14
<PAGE>

the Premises  Documents with and of all obligations and agreements by such other
parties to be complied with and performed thereunder,  except for any continuing
failure of the Premises to comply with the Premises Documents of the date of the
acquisition  hereof from Beneficiary or its affiliate,  and (b) deliver promptly
to Beneficiary copies of any notices which it gives or receives under any of the
Premises Documents.

         Section 1.16. Trust Fund; Lien Laws.  Grantor will receive the advances
secured  hereby and will hold the right to receive such advances as a trust fund
to be applied first for the purpose of paying the costs of  improvements  on the
Premises and will apply the same first to the payment of such costs before using
any part of the total of the same for any other purpose.  Grantor will indemnify
and hold Trustee and Beneficiary harmless against any loss or liability, cost or
expense, including, without limitation, any judgments, attorney's fees, costs of
appeal bonds and printing  costs,  arising out of or relating to any  proceeding
instituted  by any claimant  alleging a violation  by Grantor of any  applicable
lien law.

         Section 1.17.  Expenses of Trustee.  Grantor shall pay all costs,  fees
and  expenses  of  Trustee,  its  agents  and  counsel  in  connection  with the
performance of its duties hereunder.

                                   ARTICLE II

                         EVENTS OF DEFAULT AND REMEDIES

         Section 2.01. Events of Default and Certain Remedies. If one or more of
the following Events of Default shall happen, that is to say:

                  (a) if (i)  default  shall  be  made  in  the  payment  of any
         principal,  interest,  fees or other sums  under the Note,  in any such
         case,  when and as the same shall  become due and  payable,  whether at
         maturity or by  acceleration or as part of any payment or prepayment or
         otherwise,  in each case, as herein or in the Note  provided,  and such
         default  shall  have  continued  for a period  of ten (10) days or (ii)
         default  shall  be  made in the  payment  of any  tax or  other  charge
         required  by  Section  1.07 to be paid  and  said  default  shall  have
         continued for a period of twenty (20) days; or

                  (b) if  default  shall  be  made  in  the  due  observance  or
         performance of any covenant,  condition or agreement in the Note,  this
         Deed or in any other  document  executed or delivered to Beneficiary in
         connection  with the Loan,  and such default shall have continued for a
         period of thirty (30) days after notice  thereof  shall have been given
         to Grantor  by  Beneficiary,  or, in the case of such other  documents,
         such shorter grace period, if any, as may be provided for therein; or

                  (c) if any  representation  or  warranty  made by  Grantor  in
         Section  1.01 shall be  incorrect,  or if any other  representation  or
         warranty made to  Beneficiary  in this Deed, or in any other  document,
         certificate  or  statement  executed or


                                       15
<PAGE>

         delivered to Beneficiary in connection with the Loan shall be incorrect
         in any material respect when made or remade; or

                  (d) if by  order  of a  court  of  competent  jurisdiction,  a
         trustee,  receiver or liquidator of the Mortgaged  Property or any part
         thereof,  or of Grantor  shall be appointed and such order shall not be
         discharged or dismissed within sixty (60) days after such  appointment;
         or

                  (e) if Grantor  shall file a petition in  bankruptcy or for an
         arrangement or for  reorganization  pursuant to the Federal  Bankruptcy
         Act or any similar federal or state law, or if, by decree of a court of
         competent jurisdiction,  Grantor shall be adjudicated a bankrupt, or be
         declared  insolvent,  or shall make an  assignment  for the  benefit of
         creditors,  or shall  admit in writing its  inability  to pay its debts
         generally as they become due, or shall consent to the  appointment of a
         receiver or receivers of all or any part of its property; or

                  (f) if any of the  creditors of Grantor  shall file a petition
         in bankruptcy against Grantor or for reorganization of Grantor pursuant
         to the Federal  Bankruptcy Act or any similar federal or state law, and
         if such petition shall not be discharged or dismissed within sixty (60)
         days after the date on which such petition was filed; or

                  (g) if  final  judgment  for the  payment  of  money  shall be
         rendered  against  Grantor and Grantor  shall not discharge the same or
         cause it to be  discharged  within  sixty  (60)  days  from  the  entry
         thereof,  or shall not appeal  therefrom  or from the order,  decree or
         process  upon which or pursuant  to which said  judgment  was  granted,
         based or entered,  and secure a stay of execution  pending such appeal;
         or

                  (h) (Intentionally Omitted)

                  (i) if there shall occur a default  which is not cured  within
         the applicable grace period, if any, under any mortgage,  deed of trust
         or other  security  instrument  covering  all or part of the  Mortgaged
         Property  regardless  of whether  any such  mortgage,  deed of trust or
         other security  instrument is prior or subordinate  hereto or under any
         mortgage,  deed of trust or other security  instrument now or hereafter
         securing  the Note or any other  note of Fee Owner to  Beneficiary;  it
         being  further  agreed by Grantor  that an Event of  Default  hereunder
         shall  constitute an Event of Default under any such mortgage,  deed of
         trust  or  other  security  instrument  held by or for the  benefit  of
         Beneficiary; or

                  (j) if there shall occur a default  which is not cured  within
         the  applicable  grace  period,  if  any,  under  any of  the  Premises
         Documents,  except for any continuing failure of the Premises to comply
         with the Premises  Documents of the date of the acquisition hereof from
         Beneficiary  or its affiliate;  or if any of the Premises  Documents is
         amended,  modified,  supplemented or terminated  without  Beneficiary's
         prior consent; or



                                       16
<PAGE>

                  (k) if Grantor shall transfer, or agree to transfer (or suffer
         or permit the transfer or agreement to transfer), in any manner, either
         voluntarily or involuntarily,  by operation of law or otherwise, all or
         any  portion  of the  Mortgaged  Property,  or any  interest  or rights
         therein  (including air or  development  rights)  without,  in any such
         case,  Beneficiary's prior consent. As used in this clause,  "transfer"
         shall include, without limitation,  any sale, assignment,  lease (other
         than to Lessee) or conveyance  except leases for occupancy  subordinate
         hereto and to all  advances  made and to be made  hereunder  or, in the
         event  Grantor  (or a general  partner  or  co-venturer  thereof)  is a
         partnership,   joint  venture,  limited  liability  company,  trust  or
         closely-held  corporation,  the  sale,  conveyance,  transfer  or other
         disposition  of more than 10%,  in the  aggregate,  of any class of the
         issued and outstanding  capital stock of such closely-held  corporation
         or of the beneficial  interest of such  partnership,  venture,  limited
         liability  company or trust, or a change of any general partner,  joint
         venturer,  member  or  beneficiary,  as the case may be.  In the  event
         Grantor is a limited partnership,  and so long as a limited partner has
         contributed  to (or  remains  personally  liable  for) the  present and
         future  partnership  capital  contributions  required  of such  limited
         partner by the partnership  agreement,  such partner may sell,  convey,
         devise, transfer or dispose of all or a part of his limited partnership
         interest to his spouse,  children,  grandchildren  or a family trust in
         which his spouse, children or grandchildren are sole beneficiaries; or

                  (l) if Grantor shall  encumber,  or agree to encumber,  in any
         manner,  either  voluntarily or  involuntarily,  by operation of law or
         otherwise,  all  or  any  portion  of the  Mortgaged  Property,  or any
         interest  or  rights  therein  (including  air or  development  rights)
         without, in any such case, Beneficiary's prior consent. As used in this
         clause,  "encumber" shall include,  without limitation,  the placing or
         permitting  the placing of any mortgage,  deed of trust,  assignment of
         rents or other  security  device.  (Beneficiary  may  grant or deny its
         consent under this clause and the immediately  preceding  clause in its
         sole discretion  and, if consent should be given,  any such transfer or
         encumbrance  shall be subject hereto and to any other  documents  which
         evidence or secure the Loan,  and, if a transfer,  any such  transferee
         shall assume all of Grantor's  obligations hereunder and thereunder and
         agree  to be  bound  by all  provisions  and  perform  all  obligations
         contained  herein  and  therein;   consent  to  one  such  transfer  or
         encumbrance  shall not be deemed to be a waiver of the right to require
         consent to future or successive transfers or encumbrances);

then and in every such case:

                  I.  During  the  continuance  of any such  Event  of  Default,
         Beneficiary,  by notice to Grantor, may declare the entire principal of
         the  Note  then  outstanding  (if not then  due and  payable),  and all
         accrued and unpaid  interest and other sums in respect  thereof,  to be
         due  and  payable  immediately,  and  upon  any  such  declaration  the
         principal  of the Note and said  accrued and unpaid  interest and other
         sums shall become and be immediately  due and payable,  anything herein
         or in the Note (other than Section 4.08 hereof,  the provisions thereof
         limiting interest


                                       17
<PAGE>

         payable  thereunder to the maximum amount  permitted by applicable law)
         to the contrary notwithstanding.

                  II.  During  the  continuance  of any such  Event of  Default,
         Trustee or Beneficiary personally, or by their agents or attorneys, may
         enter into and upon all or any part of the Premises, and each and every
         part  thereof,  and are  each  hereby  given a right  and  license  and
         appointed Grantor's  attorney-in-fact and exclusive agent to do so, and
         may exclude  Grantor,  its agents and servants  wholly  therefrom;  and
         having and holding the same, may use,  operate,  manage and control the
         Premises  and conduct the business  thereof,  either  personally  or by
         their  superintendents,   managers,  agents,  servants,   attorneys  or
         receivers;  and upon every such entry,  Trustee or Beneficiary,  at the
         expense  of the  Mortgaged  Property,  from  time to  time,  either  by
         purchase,  repairs  or  construction,  may  maintain  and  restore  the
         Mortgaged  Property,  whereof they shall become possessed as aforesaid;
         may complete the  construction of the Improvements and in the course of
         such completion may make such changes in the contemplated  Improvements
         as  Beneficiary  may  deem  desirable  and may  insure  the  same;  and
         likewise,  from time to time, at the expense of the Mortgaged Property,
         Trustee  or  Beneficiary  may make all  necessary  or  proper  repairs,
         renewals  and  replacements  and such  useful  alterations,  additions,
         betterments  and  improvements  thereto and thereon as Beneficiary  may
         seem  advisable;  and in every such case Trustee or  Beneficiary  shall
         have the right to manage and  operate  the  Mortgaged  Property  and to
         carry on the  business  thereof and  exercise  all rights and powers of
         Grantor with respect thereto either in the name of Grantor or otherwise
         as Beneficiary  shall deem best;  and Trustee or  Beneficiary  shall be
         entitled to collect and receive the Rents and every part  thereof,  all
         of which shall for all purposes constitute property of Grantor;  and in
         furtherance  of such right  Beneficiary  may collect the rents  payable
         under all leases of the Premises  directly from the lessees  thereunder
         upon  notice  to each  such  lessee  that an  Event of  Default  exists
         hereunder  accompanied  by a demand on such  lessee for the  payment to
         Beneficiary  of all rents due and to become  due under its  lease,  and
         Grantor FOR THE  BENEFIT OF  BENEFICIARY  AND EACH SUCH  LESSEE  hereby
         covenants and agrees that the lessee shall be under no duty to question
         the   accuracy  of   Beneficiary's   statement  of  default  and  shall
         unequivocally  be authorized to pay said rents to  Beneficiary  without
         regard  to  the  truth  of  Beneficiary's   statement  of  default  and
         notwithstanding  notices from  Grantor  disputing  the  existence of an
         Event  of  Default  such  that the  payment  of rent by the  lessee  to
         Beneficiary  pursuant to such a demand shall constitute  performance in
         full of the  lessee's  obligation  under the lease for the  payment  of
         rents by the lessee to Grantor;  and after  deducting  the  expenses of
         conducting  the  business  thereof  and  of all  maintenance,  repairs,
         renewals,   replacements,   alterations,   additions,  betterments  and
         improvements  and  amounts  necessary  to pay for  taxes,  assessments,
         insurance and prior or other proper charges upon the Mortgaged Property
         or any part thereof,  as well as just and reasonable  compensation  for
         the services of Trustee and Beneficiary and for all attorneys, counsel,
         agents,  clerks,  servants  and other  employees  by them  engaged  and
         employed,  Trustee or Beneficiary,  as the case may be, shall apply the
         moneys arising as aforesaid,  first, to the payment of the principal of
         the Note and


                                       18
<PAGE>

         the interest thereon,  when and as the same shall become payable and in
         such order and  proportions as Beneficiary  shall elect and second,  to
         the payment of any other sums required to be paid by Grantor hereunder.

                  III.  Trustee  or  Beneficiary,  as the case  may be,  with or
         without entry,  personally or by their agents or attorneys,  insofar as
         applicable, may:

                           (1)  sell  the  Mortgaged  Property  and all  estate,
                  right, title and interest, claim and demand therein, at public
                  auction  at such  time and  place,  and upon  such  terms  and
                  conditions  as  Beneficiary  may deem  expedient  or as may be
                  required or permitted by  applicable  law,  having first given
                  such notice prior to the sale of such time, place and terms by
                  publication in one (1) or more newspapers  published or having
                  a general  circulation  in the county or counties of the state
                  in which the Mortgaged  Property is located as may be required
                  or  permitted  by law and by such other  methods,  if any,  as
                  Trustee  or  Beneficiary  may  deem  desirable  or as  may  be
                  required or permitted by  applicable  law. In the event of any
                  sale of all or part of the Mortgaged  Property under the terms
                  hereof,  Grantor  shall pay (in  addition to taxable  costs) a
                  reasonable  fee to Trustee which shall be in lieu of all other
                  fees and commission permitted by statute or custom to be paid,
                  reasonable  attorneys'  fees  and  all  expenses  incurred  in
                  obtaining or continuing  abstracts of title for the purpose of
                  any such sale; or

                           (2) institute proceedings for the complete or partial
                  foreclosure hereof; or

                           (3) take such  steps to  protect  and  enforce  their
                  rights  whether by action,  suit or proceeding in equity or at
                  law for the specific performance of any covenant, condition or
                  agreement in the Note or herein, or in aid of the execution of
                  any power herein granted, or for any foreclosure hereunder, or
                  for  the  enforcement  of  any  other   appropriate  legal  or
                  equitable remedy or otherwise as Trustee or Beneficiary  shall
                  elect.

         Section  2.02.   Other  Matters   Concerning   Sales.  (a)  Trustee  or
Beneficiary may adjourn from time to time any sale by it to be made hereunder or
by virtue hereof by  announcement  at the time and place appointed for such sale
or for such adjourned sale or sales;  and,  except as otherwise  provided by any
applicable provision of law, Trustee or Beneficiary, as the case may be, without
further notice or publication, may make such sale at the time and place to which
the same shall be so adjourned.

         (b)  Upon  the  completion  of any sale or  sales  made by  Trustee  or
Beneficiary, as the case may be, under or by virtue of this Article II, Trustee,
or an officer of any court  empowered to do so, shall execute and deliver to the
accepted purchaser or purchasers a good and sufficient instrument or instruments
conveying,  assigning and transferring all estate,  right, title and interest in
and to the property and rights sold.  Trustee is hereby  appointed  the true and
lawful attorney irrevocable of Grantor, in its name and stead, to


                                       19
<PAGE>

make all necessary  conveyances,  assignments,  transfers and  deliveries of the
Mortgaged  Property and rights so sold and for that purpose  Trustee may execute
all necessary  instruments  of  conveyance,  assignment  and  transfer,  and may
substitute  one or more persons with like power,  Grantor  hereby  ratifying and
confirming all that its said attorney or such  substitute or  substitutes  shall
lawfully do by virtue hereof. Nevertheless,  Grantor, if requested by Trustee or
Beneficiary,  shall ratify and confirm any such sale or sales by  executing  and
delivering to Trustee or to such purchaser or purchasers all such instruments as
may be advisable,  in the judgment of Trustee or  Beneficiary,  for the purpose,
and as may be designated  in such request.  Any such sale or sales made under or
by  virtue of this  Article  II,  whether  made  under the power of sale  herein
granted or under or by virtue of judicial proceedings or of a judgment or decree
of foreclosure and sale, shall operate to divest all the estate,  right,  title,
interest,  claim and demand whatsoever,  whether at law or in equity, of Grantor
in and to the  properties  and rights so sold, and shall be a perpetual bar both
at law and in equity against Grantor and against any and all persons claiming or
who may claim the same, or any part thereof from, through or under Grantor.

         (c) In the event of any sale or sales  made  under or by virtue of this
Article II (whether  made under the power of sale herein  granted or under or by
virtue of judicial  proceedings  or of a judgment or decree of  foreclosure  and
sale), the entire principal of, and interest and other sums on, the Note, if not
previously  due and payable,  and all other sums  required to be paid by Grantor
pursuant hereto,  immediately thereupon shall, anything in any of said documents
(other than Section 4.08 hereof) to the contrary notwithstanding, become due and
payable.

         (d) The  purchase  money,  proceeds or avails of any sale or sales made
under or by virtue of this Article II,  together  with any other sums which then
may be held by Trustee or Beneficiary hereunder, whether under the provisions of
this Article II or otherwise, shall be applied as follows:

                  First:  To the payment of the costs and expenses of such sale,
         including  reasonable  compensation to Trustee and  Beneficiary,  their
         agents and counsel,  and of any judicial  proceedings  wherein the same
         may be made,  and of all  expenses,  liabilities  and advances  made or
         incurred by Trustee  hereunder,  together  with interest at the Default
         Rate on all advances made by Trustee, and of all taxes,  assessments or
         other charges,  except any taxes,  assessments or other charges subject
         to which the Mortgaged Property shall have been sold.

                  Second:  To the payment of the whole amount then due, owing or
         unpaid upon the Note for principal  and interest,  with interest on the
         unpaid  principal at the Default  Rate from and after the  happening of
         any Event of Default  described  in clause (a) of Section 2.01 from the
         due date of any such  payment of principal  until the same is paid,  in
         such order and amounts as Beneficiary may elect.

                  Third: To the payment of any other sums required to be paid by
         Grantor pursuant to any provision hereof or of the Note,  including all
         expenses,  liabilities  and  advances  made or incurred by  Beneficiary
         hereunder or in connection with


                                       20
<PAGE>

         the enforcement  hereof,  together with interest at the Default Rate on
         all such advances.

                  Fourth:  To the payment of the surplus,  if any, to whomsoever
         may be lawfully entitled to receive the same.

         (e) Upon any sale or sales made under or by virtue of this  Article II,
whether  made  under the power of sale  herein  granted or under or by virtue of
judicial  proceedings  or of a  judgment  or  decree  of  foreclosure  and sale,
Beneficiary  may bid for and acquire the Mortgaged  Property or any part thereof
and in lieu of paying cash therefor may make  settlement  for the purchase price
by  crediting  upon the  indebtedness  secured  hereby the net sales price after
deducting therefrom the expenses of the sale and the costs of the action and any
other sums which Trustee or Beneficiary are authorized to deduct hereunder.

         Section  2.03.  Payment of Amounts Due. (a) In case an Event of Default
described in clause (a) of Section 2.01 shall have  happened and be  continuing,
then,  upon demand of  Beneficiary,  Grantor will pay to  Beneficiary  the whole
amount which then shall have become due and payable on the Note,  for  principal
or interest or both,  as the case may be, and after the  happening of said Event
of Default will also pay to Beneficiary interest at the Default Rate on the then
unpaid  principal  of the  Note,  and the sums  required  to be paid by  Grantor
pursuant to any provision hereof, and in addition thereto such further amount as
shall be  sufficient  to cover the costs and expenses of  collection,  including
reasonable compensation to Trustee and Beneficiary, their agents and counsel and
any expenses incurred by Trustee or Beneficiary hereunder.  In the event Grantor
shall fail forthwith to pay all such amounts upon such demand, Beneficiary shall
be entitled and empowered to institute  such action or  proceedings at law or in
equity as may be advised by its  counsel for the  collection  of the sums so due
and unpaid,  and may  prosecute  any such action or  proceedings  to judgment or
final decree,  and may enforce any such judgment or final decree against Grantor
and collect, out of the property of Grantor wherever situated, as well as out of
the  Mortgaged  Property,  in any manner  provided  by law,  moneys  adjudged or
decreed to be payable.

         (b)  Beneficiary  shall be  entitled to recover  judgment as  aforesaid
either  before,  after  or  during  the  pendency  of any  proceedings  for  the
enforcement  of the provisions  hereof;  and the right of Beneficiary to recover
such judgment  shall not be affected by any entry or sale  hereunder,  or by the
exercise  of any  other  right,  power  or  remedy  for the  enforcement  of the
provisions  hereof, or the foreclosure of the lien hereof; and in the event of a
sale of the Mortgaged Property,  and of the application of the proceeds of sale,
as herein provided, to the payment of the debt hereby secured, Beneficiary shall
be entitled to enforce payment of, and to receive all amounts then remaining due
and unpaid upon, the Note, and to enforce payment of all other charges, payments
and costs due  hereunder  or  otherwise  in  respect  of the Loan,  and shall be
entitled to recover judgment for any portion of the debt remaining unpaid,  with
interest  at the  Default  Rate.  In  case of  proceedings  against  Grantor  in
insolvency or bankruptcy or any proceedings for its  reorganization or involving
the liquidation of its assets,  then Beneficiary  shall be entitled to prove the
whole amount of principal, interest and other


                                       21
<PAGE>

sums  due upon the Note to the full  amount  thereof,  and all  other  payments,
charges and costs due  hereunder or  otherwise  in respect of the Loan,  without
deducting therefrom any proceeds obtained from the sale of the whole or any part
of the Mortgaged Property,  provided, however, that in no case shall Beneficiary
receive,  from the aggregate amount of the proceeds of the sale of the Mortgaged
Property and the distribution from the estate of Grantor,  a greater amount than
such principal and interest and such other payments, charges and costs.

         (c) No  recovery  of any  judgment  by  Beneficiary  and no  levy of an
execution  under any  judgment  upon the  Mortgaged  Property  or upon any other
property of Grantor shall affect in any manner or to any extent, the lien hereof
upon the Mortgaged Property or any part thereof, or any liens, rights, powers or
remedies of Trustee or Beneficiary hereunder, but such liens, rights, powers and
remedies of Trustee or Beneficiary shall continue unimpaired as before.

         (d) Any moneys thus  collected by  Beneficiary  under this Section 2.03
shall be applied by Beneficiary in accordance  with the provisions of clause (d)
of Section 2.02.

         Section 2.04. Actions;  Receivers.  After the happening of any Event of
Default and immediately upon the commencement of any action, suit or other legal
proceedings by Trustee or  Beneficiary to obtain  judgment for the principal of,
or interest on, the Note and other sums required to be paid by Grantor  pursuant
to any provision hereof, or of any other nature in aid of the enforcement of the
Note or hereof,  Grantor  will (a) waive the issuance and service of process and
enter its  voluntary  appearance in such action,  suit or proceeding  and (b) if
required by  Beneficiary,  consent to the appointment of a receiver or receivers
of all or part  of the  Mortgaged  Property  and of any or all of the  Rents  in
respect  thereof.  After the  happening  of any Event of Default  and during its
continuance,  or upon the commencement of any proceedings to foreclose this Deed
or to enforce  the  specific  performance  hereof or in aid  thereof or upon the
commencement of any other judicial proceeding to enforce any right of Trustee or
Beneficiary,  Trustee or Beneficiary shall be entitled, as a matter of right, if
they shall so elect, without the giving of notice to any other party and without
regard to the  adequacy  or  inadequacy  of any  security  for the  indebtedness
secured hereby,  forthwith either before or after declaring the unpaid principal
of the Note to be due and  payable,  to the  appointment  of such a receiver  or
receivers.

         Section 2.05.  Beneficiary's  Right to Possession.  Notwithstanding the
appointment of any receiver,  liquidator or trustee of Grantor, or of any of its
property,  or of  the  Mortgaged  Property  or any  part  thereof,  Trustee  and
Beneficiary  shall be entitled to retain  possession and control of all property
now or hereafter held hereunder.

         Section 2.06. Remedies  Cumulative.  No remedy herein conferred upon or
reserved to Trustee or  Beneficiary  is intended  to be  exclusive  of any other
remedy or  remedies,  and each and every such remedy  shall be  cumulative,  and
shall be in addition to every other remedy  given  hereunder or now or hereafter
existing  at law,  in equity or by  statute.  No delay or omission of Trustee or
Beneficiary  to exercise any right or power  accruing  upon any Event of Default
shall impair any such right or power, or shall be


                                       22
<PAGE>

construed  to be a waiver  of any  such  Event of  Default  or any  acquiescence
therein;  and every power and remedy given hereby to Trustee or Beneficiary  may
be  exercised  from time to time as often as may be  deemed  by them  expedient.
Nothing  herein or in the Note shall affect the obligation of Grantor to pay the
principal  of, and interest and other sums on, the Note in the manner and at the
time and place therein respectively expressed.

         Section 2.07. Moratorium Laws; Right of Redemption. Grantor will not at
any time insist  upon,  or plead,  or in any manner  whatever  claim or take any
benefit or advantage of any stay or extension or  moratorium  law, any exemption
from execution or sale of the Mortgaged  Property or any part thereof,  wherever
enacted,  now or at any time hereafter in force,  which may affect the covenants
and terms of performance  hereof,  nor claim, take or insist upon any benefit or
advantage of any law now or hereafter in force  providing  for the  valuation or
appraisal of the Mortgaged Property,  or any part thereof,  prior to any sale or
sales thereof which may be made pursuant to any provision herein, or pursuant to
the decree, judgment or order of any court of competent jurisdiction; nor, after
any such sale or sales, claim or exercise any right under any statute heretofore
or  hereafter  enacted to redeem the  property  so sold or any part  thereof and
Grantor  hereby  expressly  waives all benefit or  advantage  of any such law or
laws,  and covenants  not to hinder,  delay or impede the execution of any power
herein granted or delegated to Trustee or Beneficiary,  but to suffer and permit
the  execution  of every  power as  though  no such law or laws had been made or
enacted.  Grantor,  for itself and all who may claim  under it,  waives,  to the
extent that it lawfully may, all right to have the Mortgaged  Property marshaled
upon any foreclosure hereof.

         Section 2.08. Intentionally Omitted.

         Section 2.09.  Beneficiary's  Rights Concerning  Application of Amounts
Collected.  Notwithstanding  anything to the contrary contained herein, upon the
occurrence  of an  Event  of  Default,  Beneficiary  may  apply,  to the  extent
permitted by law, any amount collected  hereunder to principal,  interest or any
other sum due under the Note or  otherwise  in respect of the Loan in such order
and amounts, and to such obligations, as Beneficiary shall elect in its sole and
absolute discretion.

                                  ARTICLE III

                               CONCERNING TRUSTEE

         Section 3.01. Trustee's Performance. Trustee, by its acceptance hereof,
covenants  faithfully  to perform and fulfill the trusts herein  created,  being
liable,  however,  only for willful negligence or misconduct,  and hereby waives
any statutory fee and agrees to accept reasonable compensation, in lieu thereof,
for any services rendered by it in accordance with the terms hereof.

         Section 3.02.  Resignation  by Trustee.  Trustee may resign at any time
upon giving thirty (30) days' notice to Grantor and Beneficiary.



                                       23
<PAGE>

         Section 3.03.  Removal of Trustee;  Successors.  Beneficiary may remove
Trustee at any time or from time to time and select a successor trustee.  In the
event of the death,  removal,  resignation  or refusal  or  inability  to act of
Trustee,  or in its sole discretion for any reason whatsoever,  Beneficiary may,
without notice and without  specifying any reason therefor and without  applying
to any court,  select and appoint a successor Trustee,  and all powers,  rights,
duties and authority of Trustee, as aforesaid,  shall thereupon become vested in
such  successor.  In such  connection,  Beneficiary  may,  on its and  Grantor's
behalf,  execute,  acknowledge  and record an  instrument  or  agreement of such
substitution,  and  Grantor  hereby  irrevocably  appoints  Beneficiary  as  its
attorney-in-fact,  with full power of  substitution,  to do so. Such  substitute
trustee shall not be required to give bond for the faithful  performance  of its
duties unless required by Beneficiary.

                                   ARTICLE IV

                                  MISCELLANEOUS

         Section 4.01.  Assignment of Rents. This Deed is intended to constitute
a  present,  absolute  and  irrevocable  assignment  of all of the  Rents now or
hereafter accruing, and Grantor, without limiting the generality of the Granting
Clause hereof, specifically hereby presently, absolutely and irrevocably assigns
all of the  Rents  now or  hereafter  accruing  to  Beneficiary.  The  aforesaid
assignment  shall be effective  immediately upon the execution hereof and is not
conditioned  upon the occurrence of any Event of Default  hereunder or any other
contingency  or event,  provided,  however,  that  Beneficiary  hereby grants to
Grantor  the right and  license to collect  and receive the Rents as they become
due,  and not in  advance,  so long as no Event  of  Default  exists  hereunder.
Immediately  upon the  occurrence  of any such Event of Default,  the  foregoing
right and license shall be  automatically  terminated and of no further force or
effect. Nothing contained in this Section or elsewhere herein shall be construed
to make  Beneficiary  a mortgagee  in  possession  unless and until  Beneficiary
actually takes possession of the Mortgaged Property, nor to obligate Beneficiary
to take any action or incur any expense or discharge any duty or liability under
or in  respect  of any  leases or other  agreements  relating  to the  Mortgaged
Property or any part thereof.

         Section  4.02.   Security  Agreement  and  Fixture  Filing.  This  Deed
constitutes a security agreement under the Uniform Commercial Code as adopted in
the State of Utah with respect to the  Chattels and such other of the  Mortgaged
Property  which is personal  property or which are  fixtures and not yet realty.
Grantor  desires and intends  that this Deed also  constitute  a Fixture  Filing
between Grantor as debtor and Beneficiary as secured party. To this end, Grantor
acknowledges  (a)  that  this  Deed  covers  goods  which  are or are to  become
fixtures,  (b) this  financing  statement  is to be  recorded in the real estate
records,  (c) Grantor is the record  owner of the  Premises  and (d) products of
collateral  are also  covered.  No  financing  statement  covering  the personal
property  or any  portion  thereof is on file in any public  office,  other than
financing   statements  with  respect  to  obligations  assumed  by  Grantor  in
connection  with its  purchase  thereof  from Promus  Florida.  Grantor will not
remove or permit the removal of the  collateral or any part thereof  without the
prior written permission of Beneficiary.  In addition to the rights and


                                       24
<PAGE>

remedies granted to Beneficiary by other  applicable law or hereby,  Beneficiary
shall have all of the rights and remedies  with respect to the Chattels and such
other  personal  property  as are  granted to a secured  party under the Uniform
Commercial  Code as adopted  in the State of Utah.  Upon  Beneficiary's  request
after an Event of Default,  Grantor shall  promptly and at its expense  assemble
the Chattels  and such other  personal  property and make the same  available to
Beneficiary at a convenient place acceptable to Beneficiary.  Grantor,  after an
Event of  Default,  shall pay to  Beneficiary  on demand,  with  interest at the
Default  Rate,  any and all expenses,  including  attorneys'  fees,  incurred by
Beneficiary  in protecting  its interest in the Chattels and such other personal
property and in enforcing its rights with respect  thereto.  Any notice of sale,
disposition or other intended action by Beneficiary with respect to the Chattels
and  such  other  personal  property  sent to  Grantor  in  accordance  with the
provisions  hereof at least five (5) days prior to such action shall  constitute
reasonable notice to Grantor.  The proceeds of any such sale or disposition,  or
any  part  thereof,  may  be  applied  by  Beneficiary  to  the  payment  of the
indebtedness  secured hereby in such order and proportions as Beneficiary in its
discretion shall deem appropriate.  To the extent Grantor may lawfully do so and
without  limiting any rights and/or  privileges  herein granted to  Beneficiary,
Grantor agrees that  Beneficiary  and/or  Trustee and any successor  Trustee may
dispose  of any or all of the  Chattels  at the same  time and  place  and after
giving the same notices  provided in this Deed in connection with a non-judicial
foreclosure sale under the terms and conditions set forth in Article II, Section
2.01, or III of this Deed. In this connection,  Grantor agrees that the sale may
be conducted by Trustee or successor  Trustee;  that the sale of the real estate
and  improvements  described in this Deed and the Chattels or any part  thereof,
may be sold  separately or together;  and that in the event the Premises and the
Chattels  or any  part  thereof  are  sold  together,  Beneficiary  will  not be
obligated to allocate the consideration received as between the Premises and the
Chattels.

         Section 4.03. Application of Certain Payments. In the event that all or
any part of the  Mortgaged  Property is encumbered by one or more deeds of trust
held by or for the benefit of Beneficiary, Grantor hereby irrevocably authorizes
and directs  Beneficiary to apply any payment received by Beneficiary in respect
of any note secured  hereby or by any other such deed of trust to the payment of
such of  said  notes  as  Beneficiary  shall  elect  in its  sole  and  absolute
discretion,  and  Beneficiary  shall have the right to apply any such payment in
reduction  of  principal  and/or  interest  and in such  order  and  amounts  as
Beneficiary  shall elect in its sole and absolute  discretion  without regard to
the  priority  of the deed of trust  securing  the note so repaid or to contrary
directions from Grantor or any other party.

         Section  4.04.  Severability.  In the  event  any  one or  more  of the
provisions  contained  herein or in the Note  shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability  shall not affect  any other  provision  hereof,  but this Deed
shall be construed as if such invalid,  illegal or  unenforceable  provision had
never been contained herein or therein.

         Section 4.05. Modifications and Waivers in Writing. No provision hereof
may be changed,  waived,  discharged or terminated  orally or by any other means
except an instrument in writing signed by the party against whom  enforcement of
the change,


                                       25
<PAGE>

waiver,  discharge or  termination  is sought.  Any agreement  hereafter made by
Grantor and  Beneficiary  relating hereto shall be superior to the rights of the
holder of any intervening or subordinate lien or encumbrance.

         Section 4.06. Notices. All notices,  demands,  consents,  approvals and
statements  required  or  permitted  hereunder  shall be in writing and shall be
deemed to have been sufficiently given or served for all purposes when presented
personally,  three (3) days  after  mailing by  registered  or  certified  mail,
postage  prepaid,  or one (1) day  after  delivery  to a  nationally  recognized
overnight  courier  service  providing  evidence of the date of delivery,  if to
Grantor at its  address  stated  above,  with a copy to Thomas E.  Davis,  Esq.,
Jenkens & Gilchrist, 1445 Ross Avenue, Suite 3200, Dallas, Texas 75202-2799, and
if to Beneficiary to its address stated above, or at such other address of which
a party shall have notified the party giving such notice in accordance  with the
provisions of this Section.

         Section 4.07.  Successors  and Assigns.  All of the grants,  covenants,
terms,  provisions and conditions herein shall run with the land and shall apply
to, bind and inure to the benefit of, the successors and assigns of Grantor, the
successors in trust of Trustee and the  endorsees,  transferees,  successors and
assigns of Beneficiary.

         Section 4.08. Limitation on Interest. Anything herein or in the Note to
the contrary notwithstanding, the obligations of Grantor hereunder and under the
Note shall be subject to the  limitation  that payments of interest shall not be
required to the extent that receipt of any such payment by Beneficiary  would be
contrary to provisions of law  applicable  to  Beneficiary  limiting the maximum
rate of interest that may be charged or collected by Beneficiary.

         Section 4.09. Counterparts.  This Deed may be executed in any number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original;  and all such counterparts shall together constitute but one and
the same deed.

         Section 4.10.  Substitute  Deeds.  Grantor and Beneficiary  shall, upon
their mutual  agreement to do so,  execute such documents as may be necessary in
order  to  effectuate  the  modification  hereof,  including  the  execution  of
substitute  deeds of trust, so as to create two (2) or more liens on or security
titles in respect of the  Mortgaged  Property in such amounts as may be mutually
agreed upon but in no event to exceed,  in the aggregate,  the unpaid  principal
portion of the Note Amount;  in such event,  Grantor covenants and agrees to pay
the reasonable  fees and expenses of  Beneficiary  and its counsel in connection
with any such modification.

         Section  4.11.   Beneficiary's  Sale  of  Interests  in  Loan.  Grantor
recognizes that  Beneficiary may sell and transfer  interests in the Loan to one
or  more  participants  or  assignees  and  that  all  documentation,  financial
statements,  appraisals and other data, or copies thereof,  relevant to Grantor,
any  Guarantor  or the  Loan,  may be  exhibited  to and  retained  by any  such
participant or assignee or prospective participant or assignee.



                                       26
<PAGE>

         Section  4.12.  No  Merger  of  Interests.  Unless  expressly  provided
otherwise,  in the event  that  ownership  hereof  and  title to the fee  and/or
leasehold  estates in the Premises  encumbered hereby shall become vested in the
same  person  or  entity,  this Deed  shall  not  merge in said  title but shall
continue to be and remain a valid and subsisting  lien and/or trust deed on said
estates in the Premises for the amount secured hereby.

         Section 4.13.  CERTAIN WAIVERS.  GRANTOR EXPRESSLY AND  UNCONDITIONALLY
WAIVES BY EXECUTION  HEREOF,  AND BENEFICIARY  WAIVES BY ACCEPTANCE  HEREOF,  IN
CONNECTION  WITH ANY  FORECLOSURE  OR  SIMILAR  ACTION OR  PROCEDURE  BROUGHT BY
BENEFICIARY  ASSERTING  AN EVENT OF DEFAULT  UNDER CLAUSE (A) OF SECTION 2.01 OF
THIS DEED, ANY AND EVERY RIGHT IT MAY HAVE TO A TRIAL BY JURY.

         Section  4.14.  GOVERNING  LAW. THE  PERFORMANCE  REQUIRED BY THIS DEED
SHALL,  INSOFAR AS IS POSSIBLE,  BE RENDERED TO THE BENEFICIARY AT ITS OFFICE IN
TENNESSEE.  GRANTOR AND BENEFICIARY INTEND THAT THE VALIDITY AND CONSTRUCTION OF
THE  OBLIGATIONS  SECURED BY THIS DEED BE  GOVERNED  BY THE LAWS OF THE STATE OF
TENNESSEE  INCLUDING ALL OBLIGATIONS  AND LIABILITIES  HEREUNDER WITH RESPECT TO
THE PAYMENT OF INTEREST OR ANY OTHER  COMPENSATION  FOR THE USE,  FORBEARANCE OR
DETENTION OF MONEY. THIS DEED SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF  TENNESSEE,  WITHOUT  REFERENCE TO THE CONFLICTS OF LAW
PRINCIPLES  OF THAT STATE,  EXCEPT  ONLY TO THE EXTENT  THAT UTAH LAW  EXPRESSLY
PROVIDES  THAT IT  GOVERNS  AND THAT A  CONTRARY  AGREEMENT  BY THE  PARTIES  IS
INEFFECTIVE  AND EXCEPT THAT THE LAW OF THE STATE OF UTAH SHALL APPLY TO ANY AND
ALL ACTS WITH  RESPECT TO THE  CREATION AND PRIORITY OF THE LIEN OF THE DEED AND
ASSIGNMENT OF LEASES AND RENTS ON THE MORTGAGED  PROPERTY  HEREBY  EVIDENCED AND
FORECLOSURE  BY TRUSTEE ON THE  MORTGAGED  PROPERTY.  GRANTOR,  BENEFICIARY  AND
TRUSTEE  COVENANT  AND AGREE TO TAKE ANY AND ALL ACTION  WHICH MAY BE  NECESSARY
UNDER UTAH LAW WITH RESPECT TO FORECLOSURE  UNDER THE LAWS OF THE STATE OF UTAH.
SHOULD ANY  OBLIGATION  OR REMEDY  UNDER  THIS DEED BE INVALID OR  UNENFORCEABLE
UNDER THE LAWS PROVIDED  HEREIN TO GOVERN,  THE LAWS OF ANOTHER STATE WHOSE LAWS
CAN VALIDATE AND APPLY TO THIS DEED SHALL APPLY.



                                       27
<PAGE>

         IN WITNESS  WHEREOF,  this Deed has been duly executed and delivered by
Grantor.

                                       APPLE SUITES, INC.,
                                       a Virginia corporation



                                       By  /s/  Glade M. Knight           [L.S.]
                                         ---------------------------------
                                         Name: Glade M. Knight
                                         Title:    President

                                       APPLE SUITES MANAGEMENT, INC.,
                                       a Virginia corporation



                                       By  /s/  Glade M. Knight           [L.S.]
                                         ---------------------------------
                                         Name: Glade M. Knight
                                         Title:    President


<PAGE>


STATE OF TEXAS

COUNTY OF DALLAS

         On the 20th day of December,  A.D. 1999  personally  appeared before me
Glade  Knight who being by me duly sworn did say,  for  himself,  that he is the
President of Apple Suites, Inc., that he executed the above instrument on behalf
of said  corporation  by authority of a resolution of its board of directors and
said Glade Knight duly  acknowledged  to me that said  corporation  executed the
same.

                                          /s/  Deanna Jost
                                         ---------------------------------
                                         Notary Public

                                         Residing at:

                                         3773 Timberglen Road
                                         ---------------------------------
                                         Dallas, Texas  75287
                                         ---------------------------------

My commission expires:

  April 8, 2003
---------------------------

Notary Seal

STATE OF TEXAS

COUNTY OF DALLAS

         On the 20th day of December,  A.D. 1999  personally  appeared before me
Glade  Knight who being by me duly sworn did say,  for  himself,  that he is the
President  of  Apple  Suites  Management,  Inc.,  that  he  executed  the  above
instrument  on behalf of said  corporation  by authority of a resolution  of its
board of  directors  and said Glade  Knight  duly  acknowledged  to me that said
corporation executed the same.

                                          /s/  Deanna Jost
                                         ---------------------------------
                                         Notary Public

                                         Residing at:

                                         3773 Timberglen Road
                                         ---------------------------------
                                         Dallas, Texas  75287
                                         ---------------------------------

My commission expires:

  April 8, 2003
-------------------------

Notary Seal


<PAGE>


                                                                  Salt Lake City

                                   SCHEDULE A

                          LEGAL DESCRIPTION OF PREMISES

PARCEL 1:

Beginning at a point on the South right of way line of North Union Avenue,  said
point being North  1610.42 feet and West 1313.30 feet from the center of Section
29, Township 2 South,  Range 1 East, Salt Lake Base and Meridian,  said point of
beginning also being South 86 deg.  36'20" West 362.84 feet and South 33.06 feet
from the Salt Lake County  monument in the  intersection  of 900 East Street and
North Union Avenue;  and running  thence South 59.14 feet;  thence South 27 deg.
15' West 392.70 feet;  thence North 72 deg 00' West 272.80 feet;  thence North 6
deg.  20'50"  West  255.50  feet to the South  right of way line of North  Union
Avenue;  thence North 71 deg. 47' 20" East along said South line 70.07 feet to a
point of a 730.94 foot radius curve to the right; thence Northeasterly along the
arc of said  curve and  right of way line  189.02  feet to a point of  tangency;
thence North 86 deg.  36'20" East along said South right of way line 216.17 feet
to the point of beginning.

PROPERTY ADDRESS:          844-846 EAST NORTH UNION AVENUE
                           MIDVALE, UTAH  84047

PARCEL 2:

Beginning  at a point South 970 feet,  more or less,  and South 86 deg. 30' West
223.9 feet from the Northwest  corner of the East half of the Northwest  quarter
of Section  29,  Township 2 South,  Range 1 East,  Salt Lake Base and  Meridian;
thence South 86 deg.  West 147.68 feet,  more or less;  thence North 15 deg. 30'
East 117 feet,  more or less;  thence  Easterly  along curve to the right 102.13
feet, more or less; thence South 153.41 feet to the point of beginning.

PROPERTY ADDRESS:          801 EAST NORTH UNION AVENUE
                           MIDVALE, UTAH  84047


<PAGE>


                             SCHEDULE A (continued)

AS SURVEYED, SOUTH PARCEL:

Beginning at a point on the South right of way line of North Union Avenue,  said
point being North  1610.42 feet and West 1313.30 feet from the center of Section
29, Township 2 South,  Range 1 East, Salt Lake Base and Meridian,  said point of
beginning also being South 89 deg.  36'20" West 362.84 feet and South 33.06 feet
from the Salt Lake County  Monument in the  intersection  of 900 East Street and
North Union Avenue;  and running  thence South 59.14 feet;  thence South 27 deg.
15'00" West 392.70 feet; thence North 72 deg. 00' West 272.80 feet; thence North
6 deg.  20'50"  West  255.50  feet to the South right of way line of North Union
Avenue;  thence North 71 deg.  47'20" East along said South line 70.07 feet to a
point of a 730.94 foot radius curve to the right; thence Northeasterly along the
arc of said  curve and  right of way line  189.02  feet to a point of  tangency;
thence North 86 deg.  36'20" East along said South right of way line 216.17 feet
to the pint of beginning.

AS SURVEYED, NORTH PARCEL:

Beginning at a point on the North right of way line of North Union Avenue and on
the arc of a 796.94 foot radius curve to the left, said point being South 965.80
feet and South 86 deg.  30'0" West 223.90 feet from the Northwest  corner of the
East half of the  Northwest  quarter of Section  29,  Township 2 South,  Range 1
East, Salt Lake Base and Meridian;  and running thence  Southwesterly along said
North line and along the arc of said curve  145.17  feet  (chord  bears South 80
deg.  22'00" West 144.97  feet);  thence  North 16 deg.  15'00" East 156.93 feet
along a fence to a point on the arc of 749.51  foot  radius  curve to the right;
thence  Northeasterly along the South line of Fort Union Boulevard and along the
arc of said curve  103.09  feet (chord  bears  North 76 deg.  32'32" East 103.01
feet); thence South 0 deg. 26'56" West 150.38 feet to the point of beginning.