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Exhibit 10.35.2
 
 
  Space above for Recorders Use
  
 (Mortgagor)
 [   ]
 (Trustee)
  MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC.
  
 DEED OF TRUST, FIXTURE FILING AND SECURITY AGREEMENT
 
 Dated:
    
    As of, 2006Location:County:MERS MIN:
    
    8000101-0000004137-5File No.:
    
    18960-00418




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[lease by and between Owner, as landlord, and Operating Lessee, as tenant, dated as of   ]
 Loan (Lender) Loan Agreement




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Property Mortgaged
 Land
 Operating Lease et seq.
 Additional Land
 Improvements
 Easements
 Fixtures and Personal Property
 2




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Leases and Rents
 3




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Condemnation Awards
 Insurance Proceeds
 Tax Certiorari
 Conversion
 Rights
 Agreements
 Intangibles
 Accounts
 4




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Causes of Action
 Interest Rate Cap Agreement
 Accounts Receivables
 Security Interests
 Other Rights
 5




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Assignment of Leases and Rents
 Security Agreement
 Pledge of Monies Held
 Conditions to Grant.
 ARTICLE 2- DEBT AND OBLIGATIONS SECURED
 Debt
    6




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Other Obligations
    Debt and Other Obligations
 ARTICLE 3- MORTGAGOR COVENANTS
  Payment of Debt
 Incorporation by Reference
 Insurance
 7




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Payment of Taxes, etc
 Maintenance and Use of Property
 Waste
 Payment For Labor and Materials
 Performance of Other Agreements
 Change of Name, Identity or Structure
 8




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Property Use
 ARTICLE 4- REPRESENTATIONS AND WARRANTIES
  Warranty of Title
 ARTICLE 5- OBLIGATIONS AND RELIANCES
 Relationship of Mortgagor and Lender
 9




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No Reliance on Lender
 No Lender or Beneficiary Obligations
  Reliance
 ARTICLE 6- FURTHER ASSURANCES
 Recording of Security Instrument, etc
 10




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Further Acts, etc
 Changes in Tax, Debt Credit and Documentary Stamp Laws
    Replacement Documents
 11




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Performance at Mortgagors Expense
 Legal Fees for Enforcement
 ARTICLE 7- DUE ON SALE/ENCUMBRANCE
 Lender Reliance
 No Sale/Encumbrance
 ARTICLE 8- PREPAYMENT
 12




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Prepayment
 ARTICLE 9- RIGHTS AND REMEDIES
 Remedies
         13




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14




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Application of Proceeds
 Right to Cure Defaults
 Actions and Proceedings
 15




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Recovery of Sums Required To Be Paid
 Other Rights, etc
   Right to Release Any Portion of the Property
 16




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Violation of Laws
 Right of Entry
 Subrogation
 ARTICLE 10- INDEMNIFICATIONS
 General Indemnification
 Mortgage and/or Intangible Tax
 Environmental Indemnity
 ARTICLE 11- WAIVERS
 17




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Waiver of Counterclaim
 Marshalling and Other Matters
 Waiver of Notice
 Waiver of Statute of Limitations
 Sole Discretion of Lender
 ARTICLE 12- EXCULPATION
 Exculpation
 ARTICLE 13- SUBMISSION TO JURISDICTION
 Submission to Jurisdiction
 18




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ARTICLE 14- APPLICABLE LAW
 CHOICE OF LAW
 Provisions Subject to Applicable Law
 ARTICLE 15- DEFINITIONS
 General Definitions
 Headings, etc
 ARTICLE 16- MISCELLANEOUS PROVISIONS
 19




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No Oral Change
 Beneficiary as Nominee
   Liability
 Inapplicable Provisions
 Duplicate Originals; Counterparts
 Number and Gender
 Notice.
 20




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Addresses
 
 ARTICLE 17- CROSS-COLLATERALIZATION
 Cross-Collateralization
 ARTICLE 18- INTENTIONALLY OMITTED
 ARTICLE 19- INTENTIONALLY OMITTED
 21




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ARTICLE 20- DEED OF TRUST PROVISIONS
 Concerning The Trustee
 Trustees Fees
 Certain Rights
 22




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Retention of Money
 Perfection of Appointment
 Succession Instruments
 ARTICLE 21- OPERATING LEASE PROVISIONS
 Section 21.1 No Merger of Fee and Leasehold Estates; Releases
 Section 21.2 Mortgagors Acquisition of Fee Estate
 [NO FURTHER TEXT ON THIS PAGE]
 23




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ARTICLE 22- STATE SPECIFIC PROVISIONS
 [ STATE SPECIFIC PROVISIONS]
 24




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FELCOR/JPM HOTELS, L.L.C., a Delaware limited
liability companyBy:
    


    , a,
 By:Name:Title: DJONT/
    
    JPM LEASING, L.L.C., a Delaware limited
liability companyBy:
    
    
    , a,
 By:Name:Title:




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