<TABLE>
<CAPTION>
                                         Schedule to Exhibit 10.24
                                          Suburban Lodges, Inc.

A deed to secure  debt and security agreement, mortgage, deed of
trust or similar instrument with Finova Realty Capital Inc. with
substantially the same terms as this Exhibit 10.24 for each
of the following properties are not being separately filed:

    PROPERTY NAME                    ADDRESS                         COUNTY             CITY, STATE
<S>                            <C>                                   <C>               <C>
Group 1
Forest Park*                   363 Forest Parkway                     Clayton          Forest Park, GA
Roswell                        1175 Hembree Road                      Fulton           Roswell, GA
Greenville-Mauldin Road        408 Mauldin Road                       Greenville       Greenville, SC
Dallas North Central           9355 Forest Lane                       Dallas           Dallas, TX
South Dayton                   8981 Kingsridge Drive                  Montgomery       Dayton, OH


Group 2
Lilburn/Hwy 78                 4142 Stone Mountain Highway            Gwinnett         Lilburn, GA
Mableton                       600 Lions Club Drive                   Cobb             Mableton, Ga
Preston Highway                7121 Preston Highway                   Jefferson        Louisville, KY
Taylors                        2504 Wade Hampton Boulevard            Greenville       Greenville, SC
Chesapeake                     2150 Old Greenbrier Road               Chesapeake       Chesapeake, VA
UNC Charlotte                  110 Rocky River Road West              Mecklenburg      Charlotte, NC

Group 3
Norcross                       6067 Buford Highway                    Gwinnett         Norcross, GA
Jonesboro/Tara Blvd.           7021 Tara Boulevard                    Clayton          Jonesboro, GA
Virginia Beach                 416 South Independence Blvd.                            Virginia Beach, VA
Fairfield                      6785 Fairfield Business Drive          Butler           Fairfield, OH
Pressley/I77 Charlotte         540 Pressley Road                      Mecklenburg      Charlotte, NC
Fulton Industrial              660 Interchange Drive, SW              Fulton           Atlanta, GA

Group 4
Indian Trail                   1990 Willowtrail Parkway               Gwinnett         Norcross, GA
Douglasville                   5820 Plaza Parkway                     Douglas          Douglasville, GA
Matthews                       9211 East Independence Blvd.           Mecklenburg      Matthews, NC
Columbus/Eastland              4790 Hilton Corporate Drive            Franklin         Columbus, OH
Indianapolis, NW               5820 West 85th Street                  Marion           Indianapolis, IN


Group 5
Northside Drive                1375 Northside Drive                   Fulton           Atlanta, GA
Gwinnett Place                 3750 Satellite Boulevard               Gwinnett         Duluth, GA
Columbus/Northland             2420 Dublin Granville Road             Franklin         Columbus, OH
North Charleston               7371 Mazyck Road                       Charleston       North Charleston, SC
Oxmoor                         90 Oxmoor Road                         Jefferson        Birmingham, AL
/TABLE
<PAGE>
<PAGE>
PREPARED BY AND UPON
RECORDATION RETURN TO:

PAUL, HASTINGS, JANOFSKY & WALKER LLP
555 South Flower Street
23rd Floor
Los Angeles, California 90071
Attention:  Robert M. Keane, Jr., Esq.



                      SLAM PROPERTIES I, L.L.C., 
            a Georgia limited liability company, as grantor
                              (Borrower)

                                  to

                      FINOVA REALTY CAPITAL INC.,
                a Delaware corporation, as beneficiary
                               (Lender)

                  ___________________________________

              DEED TO SECURE DEBT AND SECURITY AGREEMENT
                  ___________________________________

                       Dated:         December  29, 1998

                       Location: 363 Forest Parkway
                                 Forest Park, Georgia

                       Section:
                       Block:
                       Lot:
                       County:   Clayton County
<PAGE>
        THIS DEED TO SECURE DEBT AND SECURITY AGREEMENT (the "Security
Instrument") is made as of December  29, 1998, by SLAM PROPERTIES I,

L.L.C., a Georgia limited liability company, having its principal
place of business at 300 Galleria Parkway, Suite 1200, Atlanta,
Georgia 30339, Attn: Corporate Secretary, as grantor ("Borrower") to
FINOVA REALTY CAPITAL INC., a Delaware corporation, having an address
at  c/o Midland Loan Services, L.P., 210 West Tenth Street, Kansas
City, Missouri 64105, as beneficiary ("Lender").

                               RECITALS:

        Borrower by its promissory note of even date herewith with a
final maturity date of January 1, 2009 given to Lender is indebted to
Lender in the principal sum of FOURTEEN MILLION SEVEN HUNDRED EIGHTY
THOUSAND AND NO/100 DOLLARS ($14,780,000) (the "Loan Amount") in
lawful money of the United States of America (the note together with
all extensions, renewals, modifications, substitutions and amendments
thereof shall collectively be referred to as the "Note"), with
interest from the date thereof at the rates set forth in the Note,
principal and interest to be payable in accordance with the terms and
conditions provided in the Note.

        Borrower desires to secure the payment of the Debt (as defined
in Article 2) and the performance of all of its obligations under the
Note and the Other Obligations (as defined in Article 2).

                          ARTICLE 1 - GRANTS

        Section 1.1      PROPERTY.  Borrower does hereby irrevocably
demise, grant, bargain, sell, pledge, assign, warrant, transfer and
convey to Lender, its successors and assigns, in the following
property, rights, interests and estates now owned, or hereafter
acquired by Borrower (collectively, the "Property"):

        (a)   Land.  The real property described in Exhibit A attached
hereto and made a part hereof (the "Land");

        (b)   Additional Land.  All additional lands, estates and
development rights hereafter acquired by Borrower for use in
connection with the Land and the development of the Land and all
additional lands and estates therein which may, from time to time, be
expressly made subject to this Security Instrument;

        (c)   Improvements.  The buildings, structures, fixtures,
additions, enlargements, extensions, modifications, repairs,
replacements and improvements now or hereafter erected or located on
the Land (the "Improvements");

        (d)   Easements.  All easements, rights-of-way or use, rights,
strips and gores of land, streets, ways, alleys, passages, sewer
rights, water, water courses, water rights and powers, air rights and
development rights, and all estates, rights, titles, interests,
privileges, liberties, servitudes, tenements, hereditaments and
appurtenances of any nature whatsoever, in any way now or hereafter
belonging, relating or pertaining to the Land and the Improvements and
the reversion and reversions, remainder and remainders, and all land
lying in the bed of any street, road or avenue, opened or proposed, in
front of or adjoining the Land, to the center line thereof and all the
estates, rights, titles, interests, dower and rights of dower, curtesy

                                2<PAGE>
<PAGE>
and rights of curtesy, property, possession, claim and demand
whatsoever, both at law and in equity, of Borrower of, in and to the
Land and the Improvements and every part and parcel thereof, with the
appurtenances thereto;

        (e)  Fixtures and Personal Property. Except to the extent
prohibited or otherwise restricted under Borrower's franchise
agreement with Suburban Franchise Systems, Inc. in effect as of the
date hereof or as amended with the consent of Lender, such consent not
to be unreasonably withheld or delayed, all machinery, equipment,
fixtures (including, without limitation, all heating, air
conditioning, plumbing, lighting, communications, elevator fixtures,
inventory and goods), inventory and articles of personal property and
accessions thereof and renewals, replacements thereof and
substitutions therefor (including, without limitation, beds, bureaus,
chiffonniers, chests, chairs, desks, lamps, mirrors, bookcases,
tables, rugs, carpeting, drapes, draperies, curtains, shades, venetian
blinds, screens, paintings, hangings, pictures, divans, couches,
luggage carts, luggage racks, stools, sofas, chinaware, linens,
pillows, blankets, glassware, silverware, foodcarts, cookware, dry
cleaning facilities, dining room wagons, keys or other entry systems,
bars, bar fixtures, liquor and other drink dispensers, ice makers,
radios, television sets, intercom and paging equipment, electric and
electronic equipment, dictating equipment, private telephone systems,
medical equipment, potted plants, heating, lighting and plumbing
fixtures, fire prevention and extinguishing apparatus, cooling and
air-conditioning systems, elevators, escalators, fittings, plants,
apparatus, stoves, ranges, refrigerators, laundry machines, tools,
machinery, engines, dynamos, motors, boilers, incinerators,
switchboards, conduits, compressors, vacuum cleaning systems, floor
cleaning, waxing and polishing equipment, call systems, brackets,
electrical signs, bulbs, bells, ash and fuel, conveyors, cabinets,
lockers, shelving, spotlighting equipment, dishwashers, garbage
disposals, washers and dryers), other customary hotel equipment and
other tangible property of every kind and nature whatsoever owned by
Borrower, or in which Borrower has or shall have an interest, now or
hereafter located upon the Property, or appurtenances thereto, or
usable in connection with the present or future operation and
occupancy of the Property (collectively, the "Personal Property");

        (f)  Leases and Rents.  All leases and other agreements
affecting the use, enjoyment or occupancy of all or any portion of the
Land or the Improvements heretofore or hereafter entered into (the
"Leases"), whether before or after the filing by or against Borrower
of any petition for relief under 11 U.S.C. Section 101 et seq., as the same
may be amended from time to time or any successor statute thereto (the
"Bankruptcy Code"), and all right, title and interest of Borrower, its
successors and assigns therein and thereunder, including, without
limitation, cash or other collateral deposited to secure the
performance by the lessees of their obligations thereunder; and all
rents, additional rents, revenues, issues and profits (including all
oil and gas or other mineral royalties and bonuses) from the Land and
the Improvements, all income, rents, room rates, issues, profits,
receipts, revenues, deposits, accounts, accounts receivable and other
receivables and benefits from the operation of the hotel on the
Property, including, without limitation, all revenues and credit card
receipts collected from guest rooms, restaurants, bars, mini-bars,
meeting rooms, banquet rooms and recreational facilities and
otherwise, all receivables, customer obligations, installment payment
obligations and other obligations now existing or hereafter arising or
created out of sale, lease, sublease, license, concession or other
grant of the right of the possession, use or occupancy of all or any
portion of the Property, or personalty located thereon, or rendering
of services by Borrower or any operator or manager of the hotel or the
commercial space located in the Property or acquired from others<PAGE>
including, without limitation, from the rental of any office space,
retail space, commercial space, guest room or other space, halls,
stores or offices, including any deposits securing reservations of
such space, exhibit or sales space of every kind, license, lease,
sublease and concession fees and rentals, health club membership fees,
food and beverage wholesale and retail sales, telephone and television
systems, guest laundry, the provision or sale of other goods and
services, service charges, vending machine sales and proceeds, if any,
from business interruption or other loss of income insurance relating

                                3<PAGE>
<PAGE>

to the use, enjoyment or occupancy of the Property, and any other
items of revenue, receipts or other income as identified in the
Uniform System of Accounts for Hotels, 9th Edition, International
Association of Hospitality Accountants (1996), as from time to time
amended, all regardless of whether paid or accruing before or after
the filing by or against Borrower of any petition for relief under the
Bankruptcy Code (the "Rents") and all proceeds from the sale or other
disposition of the Leases and the right to receive and apply the
Rents;

        (g)   Insurance Proceeds.  All proceeds of and any unearned
premiums on any insurance policies covering the Property, including,
without limitation, the right to receive and apply the proceeds of any
insurance, judgments, or settlements made in lieu thereof, for damage
to the Property; 

        (h)   Condemnation Awards.  All awards or payments, including
interest thereon, which may heretofore and hereafter be made with
respect to the Property, whether from the exercise of the right of
eminent domain (including but not limited to any transfer made in lieu
of or in anticipation of the exercise of the right), or for a change
of grade, or for any other injury to or decrease in the value of the
Property;

        (i)  intentionally deleted;

        (j)   Conversion.  All proceeds of the conversion, voluntary
or involuntary, of any of the foregoing including, without limitation,
proceeds of insurance and condemnation awards, into cash or
liquidation claims; 

        (k)   Rights.  The right, in the name and on behalf of
Borrower, to appear in and defend any action or proceeding brought
with respect to the Property and to commence any action or proceeding
to protect the interest of Lender in the Property; 

        (l)  Agreements.  To the extent assignable and except to the
extent prohibited or otherwise restricted under Borrower's franchise
agreement with Suburban Franchise Systems, Inc. in effect as of the
date hereof or as amended with the consent of Lender, such consent not
to be unreasonably withheld or delayed, all agreements, contracts,
certificates, instruments, franchises, permits, licenses, plans,
specifications and other documents, now or hereafter entered into, and
all rights therein and thereto, respecting or pertaining to the use,
occupation, construction, management or operation of the Land and any
part thereof and any Improvements or respecting any business or
activity conducted on the Land and any part thereof and all right,
title and interest of Borrower therein and thereunder, including,
without limitation, the right, upon the occurrence and during the
continuance of an Event of Default (defined below), to receive and
collect any sums payable to Borrower thereunder;

        (m)  Intangibles.  Except to the extent prohibited or
otherwise restricted under Borrower's franchise agreement with
Suburban Franchise Systems, Inc. in effect as of the date hereof or as
amended with the consent of Lender, such consent not to be
unreasonably withheld or delayed, all trade names, trademarks,
servicemarks, logos, copyrights, goodwill, books and records and all
other general intangibles relating to or used in connection with the
operation of the Property; and

        (n)   Other Rights.  Any and all other rights of Borrower in
and to the items set forth in Subsections (a) through (m) above.

        TO HAVE AND TO HOLD the above granted and described Property
unto and to the use and benefit of Lender and its successors and
assigns in fee simple, forever.


                                   4
<PAGE>
<PAGE>


        Section 1.2     ASSIGNMENT OF LEASES AND RENTS.  Borrower
hereby absolutely and unconditionally assigns to Lender Borrower's
right, title and interest in and to all current and future Leases and
Rents; it being intended by Borrower that this assignment constitutes
a present, absolute assignment and not an assignment for additional
security only.  Nevertheless, subject to the terms of this Section
1.2, Lender grants to Borrower a revocable license to collect and
receive the Rents.  Borrower shall hold a portion of the Rents
sufficient to discharge all current sums due on the Debt for use in
the payment of such sums.

        Section 1.3     SECURITY AGREEMENT.  This Security Instrument
is a deed passing title to the Property to Lender and is made under
the laws of the State of Georgia relating to deeds to secure debt, and
is not a mortgage.  To the extent permitted by law, this Security
Instrument is a "security agreement" within the meaning of the Uniform
Commercial Code.  The Property includes both real and personal
property and all other rights and interests, whether tangible or
intangible in nature, of Borrower in the Property.  By executing and
delivering this Security Instrument, Borrower hereby grants to Lender,
as security for the Obligations (defined in Section 2.3), a security
interest in the Personal Property to the full extent that the Personal
Property may be subject to the Uniform Commercial Code.

        Section 1.4     PLEDGE OF MONIES HELD.  Borrower hereby
pledges to Lender any and all monies now or hereafter held by Lender,
including, without limitation, any sums deposited in the Escrow Fund
(as defined in Section 3.5), Net Proceeds (as defined in Section 3.7)
and condemnation awards or payments described in Section 3.6, as
additional security for the Obligations until expended or applied as
provided in this Security Instrument.

        Section 1.5     CONDITIONS TO GRANT.  TO HAVE AND TO HOLD the
above granted and described Property unto and to the use and benefit
of Lender, and for their successors and assigns, forever; WITH POWER
OF SALE, to secure payment to Lender of the Debt at the time and in
the manner provided for its payment in the Note and in this Security
Instrument; PROVIDED, HOWEVER, these presents are upon the express
condition that, if Borrower shall well and truly pay to Lender the
Debt at the time and in the manner provided in the Note and this
Security Instrument, shall well and truly perform the Other
Obligations as set forth in this Security Instrument and shall well
and truly abide by and comply with each and every covenant and
condition set forth herein and in the Note, these presents and the
estate hereby granted shall cease, terminate and be void.

               ARTICLE 2 - DEBT AND OBLIGATIONS SECURED


        Section 2.1     DEBT.  This Security Instrument and the
grants, assignments and transfers made in Article 1 are given for the
purpose of securing the payment of the following, in such order of
priority as Lender may determine in its sole discretion (the "Debt"):

        (a)  the indebtedness evidenced by the Note in lawful money of
the United States of America;

        (b)  interest, default interest, late charges and other sums,
as provided in the Note, this Security Instrument or the Other
Security Documents (defined below); 

        (c)  the Default Consideration (as defined in the Note), if
any; 

        (d)  all other moneys agreed or provided to be paid by
Borrower in the Note, this Security Instrument or the Other Security
Documents;


                                   5


<PAGE>
<PAGE>
        (e)  all sums reasonably advanced pursuant to this Security
Instrument to protect and preserve the Property and the priority and
the security interest created hereby; and

        (f)  all sums advanced and costs and expenses incurred by
Lender in connection with the Debt or any part thereof, any renewal,
extension, or change of or substitution for the Debt or any part
thereof, or the acquisition or perfection of the security therefor,
whether made or incurred at the request of Borrower or Lender.

        Section 2.2     OTHER OBLIGATIONS.  This Security Instrument
and the grants, assignments and transfers made in Article 1 are also
given for the purpose of securing the performance of the following
(the "Other Obligations"):

        (a)  all other obligations of Borrower contained herein;

        (b)  each obligation of Borrower contained in the Note and in
the Other Security Documents; and

        (c)  each obligation of Borrower contained in any renewal,
extension, amendment, modification, consolidation, change of, or
substitution or replacement for, all or any part of the Note, this
Security Instrument or the Other Security Documents.

        Section 2.3     DEBT AND OTHER OBLIGATIONS.  Borrower's
obligations for the payment of the Debt and the performance of the
Other Obligations shall be referred to collectively below as the
"Obligations."

        Section 2.4     PAYMENTS.  Unless payments are made in the
required amount in immediately available funds at the place where the
Note is payable, remittances in payment of all or any part of the Debt
shall not, regardless of any receipt or credit issued therefor,
constitute payment until the required amount is actually received by
Lender in funds immediately available at the place where the Note is
payable (or any other place as Lender, in Lender's sole discretion,
may have established by delivery of written notice thereof to
Borrower) and shall be made and accepted subject to the condition that
any check or draft may be handled for collection in accordance with

the practice of the collecting bank or banks.  Acceptance by Lender of
any payment in an amount less than the amount then due shall be deemed
an acceptance on account only, and the failure to pay the entire
amount then due shall be and continue to be an Event of Default.

                    ARTICLE 3 - BORROWER COVENANTS

        Borrower covenants and agrees that:

        Section 3.1     PAYMENT OF DEBT.  Borrower will pay the Debt
at the time and in the manner provided in the Note and in this
Security Instrument.

        Section 3.2     INCORPORATION BY REFERENCE.  All the
covenants, conditions and agreements contained in (a) the Note and (b)
all and any of the documents other than the Note or this Security
Instrument now or hereafter executed by Borrower and/or others and by
or in favor of Lender, which wholly or partially secure or guaranty
payment of the Note (the "Other Security Documents"), are hereby made
a part of this Security Instrument to the same extent and with the
same force as if fully set forth herein.

        Section 3.3     INSURANCE.
                                6<PAGE>
<PAGE>
        (a)   Borrower shall obtain and maintain, or cause to be
maintained, insurance for Borrower and the Property providing at least
the following coverages:

        (i)  Property Insurance.  Insurance with respect to the
Improvements and building equipment insuring against any peril now or
hereafter included within the classification "All Risks of Physical
Loss" in amounts at all times sufficient to prevent Lender from
becoming a co-insurer within the terms of the applicable policies and
under applicable law, but in any event such insurance shall be
maintained in an amount which, after application of deductible, shall
be equal to the full insurable value of the Improvements and building
equipment, the term "full insurable value" to mean the actual
replacement cost of the Improvements and building equipment (without
taking into account any depreciation, and exclusive of excavations,
footings and foundations, landscaping and paving) determined annually
by an insurer, a recognized independent insurance broker or an
independent appraiser selected and paid by Borrower and in no event
less than the coverage required pursuant to the terms of any Lease;

        (ii) Liability Insurance.  Comprehensive general liability
insurance, including bodily injury, death and property damage
liability, insurance against any and all claims, including all legal
liability to the extent insurable and imposed upon Lender and all
court costs and attorneys' fees and expenses, arising out of or
connected with the possession, use, leasing, operation, maintenance or
condition of the Property in such amounts as are generally available
at commercially reasonable premiums and are generally required by
institutional lenders for properties comparable to the Property but in
any event for a combined single limit of at least $5,000,000;

        (iii)     Workers' Compensation Insurance.  Statutory workers'
compensation insurance with respect to any work on or about the
Property;

        (iv) Business Interruption Insurance.  Business interruption

and/or loss of "rental income" insurance in an amount sufficient to
avoid any co-insurance penalty and to provide proceeds which will
cover a period of not less than one (1) year from the date of casualty
or loss, the term "rental income" to mean the sum of (A) the total
then ascertainable Rents payable under the Leases and (B) the total
ascertainable amount of all other amounts to be received by Borrower
from third parties which are the legal obligation of the tenants,
reduced to the extent such amounts would not be received because of
operating expenses not incurred during a period of non-occupancy of
that portion of the Property then not being occupied;

        (v)  Boiler and Machinery Insurance.  Broad form boiler and
machinery insurance (without exclusion for explosion) covering all
boilers or other pressure vessels, machinery, and equipment located
in, on or about the Property and insurance against loss of occupancy
or use arising from any breakdown in such amounts as are generally
required by institutional lenders for properties comparable to the
Property;

        (vi) Flood Insurance.  If required by Subsection 5.5(j)
hereof, flood insurance in an amount at least equal to the lesser of
(A) the principal balance of the Note, or (B) the maximum limit of
coverage available for the Property under the National Flood Insurance
Act of 1968, The Flood Disaster Protection Act of 1973 or the National
Flood Insurance Reform Act of 1994, as each may be amended;

        (vii)     Builder's Risk Insurance.  At all times during which
structural construction, repairs or alterations are being made with<PAGE>
respect to the Improvements (A) owner's contingent or protective
liability insurance covering claims not covered by or under the terms
or provisions of the above mentioned commercial general liability

                                7<PAGE>
<PAGE>
insurance policy; and (B) the insurance provided for in Subsection
3.3(a)(i) written in a so-called builder's risk completed value form
(1) on a non-reporting basis, (2) against all risks insured against
pursuant to Subsection 3.3(a)(i), (3) including permission to occupy
the Property, and (4) with an agreed amount endorsement waiving co-
insurance provisions; and

        (viii)    Other Insurance.  Such other insurance with respect
to the Property against loss or damage of the kinds from time to time
customarily insured against and in such amounts as are required by
institutional lenders for properties comparable to the Property.

        (b)       All insurance provided for in Subsection 3.3(a)
hereof shall be obtained under valid and enforceable policies (the
"Policies" or in the singular, the "Policy"), and shall be issued by
either the insurers who insure the Improvements on the date of this
Security Instrument or one or more other domestic primary insurer(s)
having (i) an investment grade rating or claims paying ability
assigned by one or more credit rating agencies approved by Lender (a
"Rating Agency") and (ii) a general policy rating of A or better and a
financial class of VI or better by A.M. Best Company, Inc. (or if a
rating of A.M. Best Company Inc. is no longer available, a similar
rating from a similar or successor service) (each such insurer shall
be referred to below as a "Qualified Insurer").  All insurers
providing insurance required by this Security Instrument shall be
authorized to issue insurance in the state in which the Property is
located.  The Policy referred to in Subsection 3.3(a)(ii) above shall
name Lender as an additional named insured and the Policies referred
to in Subsection 3.3(a)(i), (iv), (v), (vi) and (vii), and as
applicable (viii), above shall provide that all proceeds be payable to
Lender as set forth in Section 3.7 hereof.  The Policies referred to
in Subsections 3.3(a)(i), (v), (vi) and (vii) shall also contain: (i)
a standard "non-contributory mortgagee" endorsement or its equivalent
relating, inter alia, to recovery by Lender notwithstanding the
negligent or willful acts or omission of Lender; (ii) to the extent
available at commercially reasonable rates, a waiver of subrogation
endorsement as to Lender; and (iii) an endorsement providing for a
deductible per loss of an amount not more than that which is
customarily maintained by prudent owners of similar properties in the
general vicinity of the Property, but in no event in excess of
$10,000.  The Policy referred to in Subsection 3.3(a)(i) above shall
provide coverage for contingent liability from Operation of Building
Laws, Demolition Costs and Increased Cost of Construction Endorsements
together with an "Ordinance or Law Coverage" or "Enforcement"
endorsement if any of the Improvements or the use of the Property
shall at any time constitute legal non-conforming structures or uses. 
All Policies shall contain (i) a provision that such Policies shall
not be cancelled or terminated, nor shall they expire, without at
least thirty (30) days' prior written notice to Lender in each
instance; and (ii) include effective waivers by the insurer of all
claims for Insurance Premiums (defined below) against any loss payees,
additional insureds and named insureds (other than Borrower). 
Certificates of insurance with respect to all renewal and replacement
Policies shall be delivered to Lender not less than thirty (30) days
prior to the expiration date of any of the Policies required to be
maintained hereunder, which certificates shall bear notations
evidencing payment of applicable premiums (the "Insurance Premiums"). 
Originals or certificates of such replacement Policies shall be
delivered to Lender promptly after Borrower's receipt thereof but in
any case within thirty (30) days after the effective date thereof.  If
Borrower fails to maintain and deliver to Lender the original Policies
or certificates of insurance required by this Security Instrument,
upon ten (10) days' prior notice to Borrower, Lender may procure such
insurance at Borrower's sole cost and expense.
<PAGE>
        (c)  Borrower shall comply with all insurance requirements and
shall not bring or keep or permit to be brought or kept any article
upon any of the Property or cause or permit any condition to exist
thereon which would be prohibited by an insurance requirement, or
would invalidate the insurance coverage required hereunder to be
maintained by Borrower on or with respect to any part of the Property
pursuant to this Section 3.3.



                                8<PAGE>
<PAGE>
        Section 3.4     PAYMENT OF TAXES, ETC.

        (a)       Borrower shall promptly pay all taxes, assessments,
water rates, sewer rents, governmental impositions, and other charges,
including without limitation vault charges and license fees for the
use of vaults, chutes and similar areas adjoining the Land,  now or
hereafter levied or assessed or imposed against the Property or any
part thereof (the "Taxes"), all ground rents, maintenance charges and
similar charges, now or hereafter levied or assessed or imposed
against the Property or any part thereof (the "Other Charges"), and
all charges for utility services provided to the Property as same
become due and payable.  Borrower will deliver to Lender, promptly
upon Lender's request, evidence satisfactory to Lender that the Taxes,
Other Charges and utility service charges have been so paid or are not
then delinquent.  Borrower shall not suffer and shall promptly cause
to be paid, bonded, or discharged any lien or charge whatsoever which
may be or become a lien or charge against the Property.  Except to the
extent sums sufficient to pay all Taxes and Other Charges have been
deposited with Lender in accordance with the terms of this Security
Instrument, Borrower shall furnish to Lender paid receipts for the
payment of the Taxes and Other Charges prior to the date the same
shall become delinquent.

        (b)  After prior written or telephonic notice to Lender,
Borrower, at its own expense, may contest by appropriate legal
proceeding, promptly initiated and conducted in good faith and with
due diligence, the amount or validity or application in whole or in
part of any of the Taxes, provided that (i) no Event of Default has
occurred and is continuing under the Note, this Security Instrument or
any of the Other Security Documents, (ii) Borrower is permitted to do
so under the provisions of any other mortgage, deed of trust or deed
to secure debt affecting the Property, (iii) such proceeding shall
suspend the collection of the Taxes from Borrower and from the
Property or Borrower shall have paid all of the Taxes under protest,
(iv) such proceeding shall be permitted under and be conducted in
accordance with the provisions of any other instrument to which
Borrower is subject and shall not constitute a default thereunder, (v)
neither the Property nor any part thereof or interest therein will be
in danger of being sold, forfeited, terminated, cancelled or lost, and
(vi) Borrower shall have deposited with Lender adequate reserves for
the payment of the Taxes, together with all interest and penalties
thereon, unless Borrower has paid all of the Taxes under protest, or
Borrower shall have furnished the security as may be required in the
proceeding, or as may be reasonably requested by Lender to insure the
payment of any contested Taxes, together with all interest and
penalties thereon, taking into consideration the amount in the Escrow
Fund available for payment of Taxes.

        Section 3.5     ESCROW FUND.  In addition to the initial
deposits with respect to Taxes and Insurance Premiums made by Borrower
to Lender on the date hereof to be held by Lender in escrow, Borrower
shall pay to Lender on the first day of each calendar month (a) one-
twelfth of an amount which would be sufficient to pay the Taxes
payable, or estimated by Lender to be payable, during the next ensuing
twelve (12) months and (b) one-twelfth of an amount which would be
sufficient to pay the Insurance Premiums due for the renewal of the
coverage afforded by the Policies upon the expiration thereof (the
amounts in (a) and (b) above shall be called the "Escrow Fund"). 
Borrower agrees to notify Lender immediately of any changes to the
amounts, schedules and instructions for payment of any Taxes and
Insurance Premiums of which it has or obtains knowledge and authorizes
Lender or its agent to obtain the bills for Taxes and Other Charges
directly from the appropriate taxing authority.  The Escrow Fund and
the payments of interest or principal or both, payable pursuant to the
Note shall be added together and shall be paid as an aggregate sum by<PAGE>
Borrower to Lender.  Provided there are sufficient amounts in the
Escrow Fund and no Event of Default exists, Lender shall be obligated
to pay the Taxes and Insurance Premiums as they become due on their
respective due dates on behalf of Borrower by applying the Escrow Fund
to the payments of such Taxes and Insurance Premiums required to be
made by Borrower pursuant to Sections 3.3 and 3.4 hereof.  If the
amount of the Escrow Fund shall exceed the amounts due for Taxes and
Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender
shall, in its discretion, return any excess to Borrower or credit such
excess against future payments to be made to the Escrow Fund.  In
allocating such excess, Lender may deal with the person shown on the

                                9<PAGE>
<PAGE>
records of Lender to be the owner of the Property.  If the Escrow Fund
is not sufficient to pay the items set forth in (a) and (b) above,
Borrower shall promptly pay to Lender, upon demand, an amount which
Lender shall reasonably estimate as sufficient to make up the
deficiency.  The Escrow Fund shall not constitute a trust fund and may
be commingled with other monies held by Lender.  Unless otherwise
required by Applicable Laws (defined in Section 3.11), no earnings or
interest on the Escrow Fund shall be payable to Borrower. 
Notwithstanding the above, Lender shall provide Borrower with evidence
of payment and regular statements reflecting the activity and balance
in the Escrow Fund.

        Section 3.6     CONDEMNATION.  Borrower shall promptly give
Lender notice of the actual or threatened commencement of any
condemnation or eminent domain proceeding and shall deliver to Lender
copies of any and all papers served in connection with such
proceedings.  Notwithstanding any taking by any public or quasi-public
authority through eminent domain or otherwise (including but not
limited to any transfer made in lieu of or in anticipation of the
exercise of such taking), Borrower shall continue to pay the Debt at
the time and in the manner provided for its payment in the Note and in
this Security Instrument and the Debt shall not be reduced until any
award or payment therefor shall have been actually received and
applied by Lender, after the deduction of expenses of collection, to
the reduction or discharge of the Debt.  Lender shall not be limited
to the interest paid on the award by the condemning authority but
shall be entitled to receive out of the award interest at the rate or
rates provided herein or in the Note.  Lender may apply any award or
payment to the reduction or discharge of the Debt whether or not then
due and payable.  If the Property is sold, through foreclosure or
otherwise, prior to the receipt by Lender of the award or payment,
Lender shall have the



                                  10
<PAGE>
<PAGE>
right, whether or not a deficiency judgment on the Note (to the extent
permitted in the Note or herein) shall have been sought, recovered or
denied, to receive the award or payment, or a portion thereof
sufficient to pay the Debt.

        Section 3.7     RESTORATION AFTER CASUALTY/CONDEMNATION.  In
the event of a casualty or a taking by eminent domain, the following
provisions shall apply in connection with the Restoration (defined
below) of the Property:

        (a)  If the Property shall be damaged or destroyed, in whole
or in part, by fire or other casualty, or if the Property or any
portion thereof is taken by the power of eminent domain Borrower shall
give prompt notice of such damage or taking to Lender and shall
promptly commence and diligently prosecute the completion of the
repair and restoration of the Property as nearly as possible to the
condition the Property was in immediately prior to such fire or other
casualty or taking, with such alterations as may be approved by Lender
(the "Restoration").

        (b)  The term "Net Proceeds" for purposes of this Section 3.7
shall mean: (i) the net amount of all insurance proceeds under the
Policies carried pursuant to Subsections 3.3(a)(i), (v), (vi), (vii)
and (viii) of this Security Instrument as a result of such damage or
destruction, after deduction of Lender's reasonable costs and expenses
(including, but not limited to reasonable counsel fees), if any, in
collecting the same, or (ii) the net amount of all awards and payments
received by Lender with respect to a taking referenced in Section 3.6
of this Security Instrument, after deduction of Lender's reasonable
costs and expenses (including, but not limited to reasonable counsel
fees), if any, in collecting the same, whichever the case may be.  If
(i) the Net Proceeds do not exceed $500,000 (the "Net Proceeds
Availability Threshold"); (ii) the costs of completing the Restoration
as reasonably estimated by Borrower shall be less than or equal to the
Net Proceeds; (iii) no Event of Default shall have occurred and be
continuing under the Note, this Security Instrument or any of the
Other Security Documents; (iv) the Property and the use thereof after
the Restoration will be in compliance with or (or excepted from
compliance due to the fact that the Property was in compliance when
built), and permitted under, all applicable zoning laws, ordinances,
rules and regulations (including, without limitation, all applicable
Environmental Laws (defined in Section 12.1); and (v) Lender shall be
satisfied that any operating deficits, including all scheduled
payments of principal and interest under the Note which will be
incurred with respect to the Property as a result of the occurrence of
any such fire or other casualty or taking, whichever the case may be,
will be covered out of (1) the Net Proceeds, or (2) other funds of
Borrower, then the Net Proceeds will be disbursed directly to
Borrower.


        (c)  If the Net Proceeds are greater than the Net Proceeds
Availability Threshold, such Net Proceeds shall be forthwith paid to
Lender to be held by Lender in a segregated account to be made
available to Borrower for the Restoration in accordance with the
provisions of this Subsection 3.7(c).

             The Net Proceeds held by Lender pursuant to Subsection
3.7(c) shall be made available to Borrower for payment or
reimbursement of Borrower's expenses in connection with the
Restoration, subject to the following conditions:

        (i)  no Event of Default shall have occurred and be continuing
under the Note, this Security Instrument or any of the Other Security
Documents;<PAGE>

        (ii) Lender shall, within a reasonable period of time prior to
request for initial disbursement, be furnished with an estimate of the
cost of the Restoration accompanied by an independent architect's
certification as to such costs and appropriate plans and
specifications for the Restoration, such plans and specifications and
cost estimates to be subject to Lender's approval, not to be
unreasonably withheld or delayed;

                                11<PAGE>
<PAGE>
        (iii)     the Net Proceeds, together with any cash or cash
equivalent deposited by Borrower with Lender, are sufficient to cover
the cost of the Restoration as such costs are certified by the
independent architect;

        (iv) Net Proceeds are less than the then outstanding principal
balance of the Note;

        (v)  Lender shall be satisfied that any operating deficits,
including all scheduled payments of principal and interest under the
Note which will be incurred with respect to the Property as a result
of the occurrence of any such fire or other casualty or taking,
whichever the case may be, will be covered out of (1) the Net
Proceeds, or (2) other funds of Borrower;

        (vi) Lender shall be satisfied that, upon the completion of
the Restoration, the net cash flow of the Property will be restored to
a level sufficient to cover all carrying costs and operating expenses
of the Property, including, without limitation, debt service on the
Note and all required replacement reserves, reserves for tenant
improvements and leasing commissions;

        (vii)     the Restoration can reasonably be completed on or
before the earliest to occur of (A) six (6) months prior to the
Maturity Date (as defined in the Note), and (B) such time as may be
required under applicable zoning law, ordinance, rule or regulation in
order to repair and restore the Property to as nearly as possible the
condition it was in immediately prior to such fire or other casualty
or to such taking, as applicable; and

        (vii)     the Property and the use thereof after the
Restoration will be in compliance with (or excepted from compliance
due to the fact that the Property was in compliance when built), and
permitted under, all applicable zoning laws, ordinances, rules and
regulations (including, without limitation, all applicable
Environmental Laws (defined in Section 12.1).

        (d)  The Net Proceeds held by Lender until disbursed in
accordance with the provisions of this Section 3.7 shall constitute
additional security for the Obligations.  The Net Proceeds other than
the Net Proceeds paid under the Policy described in Subsection
3.3(a)(iv) shall be disbursed by Lender to, or as directed by,
Borrower, in an amount equal to the costs actually incurred from time
to time for work in place as part of the Restoration less customary
retainage from time to time during the course of the Restoration, not
more frequently than once per month, upon receipt of evidence
satisfactory to Lender that (A) all materials installed and work and
labor performed (except to the extent that they are to be paid for out
of the requested disbursement) in connection with the Restoration have
been paid for in full, and (B) there exist no notices of pendency,
stop orders, mechanic's or materialman's liens or notices of intention
to file same, or any other liens or encumbrances of any nature
whatsoever on the Property arising out of the Restoration which have
not either been fully bonded and discharged of record or in the
alternative fully insured to the satisfaction of Lender by the title
company insuring the priority of this Security Instrument.  The Net
Proceeds paid under the Policy described in Subsection 3.3(a)(iv)
shall be disbursed by Lender to pay for debt service under the loan
evidenced by the Note, to pay other expenses incurred by Borrower in
connection with the ownership and operation of the Property, and the
remainder thereof, to, or as directed by, Borrower to pay for the cost
of the Restoration in accordance with this Section 3.7(d).  Final
payment shall be made after submission to Lender of all licenses,
permits, certificates of occupancy and other required approvals of
governmental authorization having jurisdiction and casualty<PAGE>
Consultant's certification that the Restoration has been fully
completed.

                                12
<PAGE>
<PAGE>
        (e)  Lender shall have the use of the plans and specifications
and all permits, licenses and approvals required or obtained in
connection with the Restoration.  The identity of the contractors and
materialmen engaged in the Restoration, as well as the contracts under
which they have been engaged, shall be subject to prior review and
acceptance by Lender and, for casualties in excess of $125,000, an
independent consulting engineer selected by Lender (the "Casualty
Consultant"), such acceptance not to be unreasonably withheld or
delayed.  All reasonable costs and expenses incurred by Lender in
connection with making the Net Proceeds available for the Restoration
including, without limitation, reasonable counsel fees and
disbursements and the Casualty Consultant's fees, shall be paid by
Borrower.

        (f)  If at any time the Net Proceeds or the undisbursed
balance thereof shall not, in the reasonable opinion of Lender, be
sufficient to pay in full the balance of the costs which are estimated
by the Casualty Consultant to be incurred in connection with the
completion of the Restoration, Borrower shall deposit the deficiency
(the "Net Proceeds Deficiency") with Lender before any further
disbursement of the Net Proceeds shall be made.  The Net Proceeds
Deficiency deposited with Lender shall be held by Lender and shall be
disbursed for costs actually incurred in connection with the
Restoration on the same conditions applicable to the disbursement of
the Net Proceeds, and until so disbursed pursuant to this Section 3.7
shall constitute additional security for the Obligations.

        (g)  Except upon the occurrence and continuance of an Event of
Default, Borrower shall settle any insurance claims with respect to
the Net Proceeds which in the aggregate are less than the Net Proceeds
Availability Threshold.  Lender shall have the right to participate in
and reasonably approve any settlement for insurance claims with
respect to the Net Proceeds which in the aggregate are greater than
the Net Proceeds Availability Threshold.  If an Event of Default shall
have occurred and be continuing, Borrower hereby irrevocably empowers
Lender, in the name of Borrower as its true and lawful attorney-in-
fact, to file and prosecute such claim and to collect and to make
receipt for any such payment.  If the Net Proceeds are received by
Borrower, such Net Proceeds shall, until the completion of the related
work, be held in trust for Lender and shall be segregated from other
funds of Borrower to be used to pay for the cost of the Restoration in
accordance with the terms hereof.

        (h)  The excess, if any, of the Net Proceeds and the remaining
balance, if any, of the Net Proceeds Deficiency deposited with Lender
after (i) the Casualty Consultant certifies to Lender that the
Restoration has been completed in accordance with the provisions of
this Section 3.7, and (ii) the receipt by Lender of evidence
satisfactory to Lender that all costs incurred in connection with the
Restoration have been paid in full and all required permits, licenses,
certificates of occupancy and other required approvals of governmental
authorities having jurisdiction have been issued, shall be remitted by
Lender to Borrower, provided no Event of Default shall have occurred
and shall be continuing under the Note, this Security Instrument or
any of the Other Security Documents.

        (i)  Notwithstanding the above, or anything else in the Loan
Documents to the contrary, Borrower shall have the option, exercisable
within sixty (60) days of written notice from Lender that (a) Lender
will not make the Net Proceeds available for the Restoration, or (b)
Lender is not required to return the Net Proceeds to Borrower as
excess Net Proceeds pursuant to Subsection 3.7(h), to apply the Net
Proceeds towards the cost of releasing the individual Property from

                                13<PAGE>
<PAGE>
the Security Instrument in accordance with Article 6 of the Note and
Article 24 hereof.  If Borrower shall fail to exercise the option
granted under this paragraph within said sixty (60) day period, Lender
shall retain the Net Proceeds and apply them toward the payment of the
Debt whether or not then due and payable in such order, priority and
proportions as Lender in its discretion shall deem proper or, at the
discretion of Lender, the same shall be paid, either in whole or in
part, to Borrower.  If Lender shall receive and retain Net Proceeds,
the priority of this Security Instrument shall be reduced only by the
amount received and retained by Lender and actually applied by Lender
in reduction of the Debt.  If Borrower shall be entitled pursuant to
this paragraph to apply the Net Proceeds towards releasing the
individual Property from the lien of this Security Instrument pursuant
to Article 6 of the Note and Article 24 hereof and shall opt to do so,
Borrower shall be required to pay any additional sums required to
effect such partial defeasance under the provisions of Article 6 of
the Note and Article 24 hereof, and Lender shall have no liability for
any such expenses.

        Section 3.8     INTENTIONALLY DELETED.

        Section 3.9     MAINTENANCE AND USE OF PROPERTY.  Borrower
shall cause the Property to be maintained in a good and safe condition
and repair.  The Improvements and the Personal Property shall not be
removed, demolished or materially altered (except for normal
replacement of the Personal Property) without the consent of Lender. 
Borrower shall promptly repair, replace or rebuild any part of the
Property which may be destroyed by any casualty, or become damaged,
worn or dilapidated or which may be affected by any proceeding of the
character referred to in Section 3.6 hereof and shall complete and pay
for any structure at any time in the process of construction or repair
on the Land.  Borrower shall not initiate, join in, acquiesce in, or
consent to any change in any private restrictive covenant, zoning law
or other public or private restriction, limiting or defining the uses
which may be made of the Property or any part thereof.  If under
applicable zoning provisions the use of all or any portion of the
Property is or shall become a nonconforming use, Borrower will not
cause or permit the nonconforming use to be discontinued or the
nonconforming Improvement to be abandoned without the express written
consent of Lender. 

        Section 3.10    WASTE.  Borrower shall not commit or suffer
any waste of the Property or make any change in the use of the
Property which will in any way materially increase the risk of fire or
other hazard arising out of the operation of the Property, or take any
action that might invalidate or give cause for cancellation of any
Policy, or do or permit to be done thereon anything that may in any
way impair the value of the Property or the security of this Security
Instrument.  Borrower will not, without the prior written consent of
Lender, permit any drilling or exploration for or extraction, removal,
or production of any minerals from the surface or the subsurface of
the Land, regardless of the depth thereof or the method of mining or
extraction thereof.

        Section 3.11    COMPLIANCE WITH LAWS.  

        (a)  Except as disclosed to and approved by Lender in writing,
Borrower shall promptly comply with all existing and future federal,
state and local laws, orders, ordinances, governmental rules and
regulations or court orders affecting the Property, or the use thereof
("Applicable Laws").

        (b)  Borrower shall from time to time, upon Lender's request,
but in no event more than one (1) time per two (2) years, provide
Lender with evidence reasonably satisfactory to Lender that the<PAGE>
Property complies with all Applicable Laws or is exempt from
compliance with Applicable Laws.

        (c)  Lender's approval of the plans, specifications, or
working drawings for alterations of the Property shall create no
responsibility or liability on behalf of Lender for their
completeness, design, sufficiency or their compliance with Applicable
Laws.  The foregoing shall apply to tenant improvements constructed by

                                14<PAGE>
<PAGE>
Borrower or by any of its tenants.  Lender may condition any such
approval upon receipt of a certificate of compliance with Applicable
Laws from an independent architect, engineer, or other person
acceptable to Lender.

        (d)  Borrower shall give prompt notice to Lender of the
receipt by Borrower of any notice related to a violation of any
Applicable Laws and of the commencement of any proceedings or
investigations which relate to compliance with Applicable Laws.

        (e)  After prior written notice to Lender, Borrower, at its
own expense, may contest by appropriate legal proceeding, promptly
initiated and conducted in good faith and with due diligence, the
Applicable Laws affecting the Property, provided that (i) no Event of
Default has occurred and is continuing under the Note, this Security
Instrument or any of the Other Security Documents; (ii) Borrower is
permitted to do so under the provisions of any other mortgage, deed of
trust or deed to secure debt affecting the Property; (iii) such
proceeding shall be permitted under and be conducted in accordance
with the provisions of any other instrument to which Borrower or the
Property is subject and shall not constitute a default thereunder;
(iv) neither the Property, any part thereof or interest therein, any
of the tenants or occupants thereof, nor Borrower shall be affected in
any material adverse way as a result of such proceeding; (v) non-
compliance with the Applicable Laws shall not impose civil or criminal
liability on Borrower or Lender; and (vi) Borrower shall have
furnished to Lender all other items reasonably requested by Lender.

        Section 3.12    BOOKS AND RECORDS.

        (a)  Borrower and any Guarantors (defined in Subsection
10.1(e)) and Indemnitor(s) (defined in Section 13.4), if any, shall
keep adequate books and records of account in accordance with
generally accepted accounting principles ("GAAP"),, consistently
applied and furnish to Lender: 

        (i)  upon reasonable request of Lender until the Loan has been
securitized or sold as a whole loan by Lender, and thereafter
quarterly and annual operating statements of the Property, prepared
and certified by Borrower in the form reasonably required by Lender,
detailing the revenues received, the expenses incurred and the net
operating income before and after debt service (principal and
interest) and major capital improvements for each month and containing
appropriate year to date information, within forty-five (45) days
after the end of each fiscal quarter or ninety (90) days after the
close of each fiscal year of Borrower, as applicable;

        (ii) an annual operating statement of the Property detailing
the total revenues received, total expenses incurred, total cost of
all capital improvements, total debt service and total cash flow, to
be prepared and certified by Borrower in the form reasonably required
by Lender, or if required by Lender after an Event of Default, an
audited annual operating statement certified by an independent
certified public accountant acceptable to Lender, within ninety (90)
days after the close of each fiscal year of Borrower;

        (iii)     quarterly and annual balance sheet and profit and
loss statements of Borrower, in the form reasonably required by
Lender, prepared and certified by the Borrower, or if required by
Lender after an Event of Default, audited financial statements
certified by an independent certified public accountant acceptable to
Lender, within forty-five (45) days after the end of each fiscal
quarter or ninety (90) days after the close of each fiscal year of
Borrower, Guarantors and Indemnitor(s), as the case may be; and

        (iv) an annual operating budget presented on a monthly basis
consistent with the annual operating statement described above for the
Property, including cash flow projections for the upcoming year, and
all proposed capital replacements and improvements at least fifteen
(15) days prior to the start of each fiscal year.

                                15<PAGE>
<PAGE>

        (v)  annually, on January 31, an occupancy summary for the
Property setting forth the occupancy rates, average weekly room rates
and room revenues for each month of the preceding calendar year, as
well as annual averages of the same, and such other information as may
customarily be reflected thereon or reasonably requested by Lender.

        (b)  Borrower shall furnish Lender with such other additional
financial or management information (including State and Federal tax
returns) as may, from time to time, be reasonably required by Lender
in form and substance satisfactory to Lender.

        (c)  Borrower shall furnish to Lender and its agents
convenient facilities for the examination and audit of any such books
and records.

        Section 3.13    PAYMENT FOR LABOR AND MATERIALS.  Borrower
will promptly pay when due all bills and costs for labor, materials,
and specifically fabricated materials incurred in connection with the
Property and never permit to exist in respect of the Property or any
part thereof any lien or security interest, even though inferior to
the priority and the security interests hereof, and in any event never
permit to be created or exist in respect of the Property or any part
thereof any lien or security interest, except for the Permitted
Exceptions (defined below).

        Section 3.14    PERFORMANCE OF OTHER AGREEMENTS.  Borrower
shall observe and perform each and every term to be observed or
performed by Borrower pursuant to the terms of any agreement or
recorded instrument affecting or pertaining to the Property, or given
by Borrower to Lender for the purpose of further securing an
Obligation and any amendments, modifications or changes thereto.

        Section 3.15    CHANGE OF NAME, IDENTITY OR STRUCTURE.  Except
as may be permitted under Article 8 hereof, Borrower will not change
Borrower's name, identity (including its trade name or names) or, if
not an individual, Borrower's corporate, partnership or other
structure without notifying the Lender of such change in writing at
least thirty (30) days prior to the effective date of such change and,
in the case of a change in Borrower's structure, without first
obtaining the prior written consent of the Lender, such consent not to
be unreasonably delayed or withheld.

        Section 3.16    EXISTENCE.  Borrower will continuously
maintain (a) its existence and shall not dissolve or permit its
dissolution, (b) its rights to do business in the state where the
Property is located and (c) its franchises and trade names, if any.

        Section 3.17    MANAGEMENT.    The management of the Property
shall be by either:  (a) Borrower or an entity affiliated with
Borrower approved by Lender for so long as Borrower or said affiliated
entity is managing the Property in a first class manner; or (b) a
professional property management company or lessee approved by Lender. 
As of the date hereof, Suburban Management, Inc., a Georgia
corporation, is hereby approved by Lender.  Such management by an
affiliated entity or a professional property management company shall
be pursuant to a written agreement approved by Lender, which consent
shall not be unreasonably withheld or delayed.  In no event shall any

                                16<PAGE>
<PAGE>
management company be removed or replaced or the terms of any
management agreement modified or amended without the prior written
consent of Lender, which consent shall not be unreasonably withheld or
delayed.  All Rents generated by or derived from the Property shall
first be utilized solely for current expenses directly attributable to
the ownership and operation of the Property, including, without
limitation, current expenses relating to Borrower's liabilities and
obligations with respect to the Note, this Security Instrument and the
Other Security Documents, and none of the Rents generated by or
derived from the Property shall be diverted by Borrower and utilized
for any other purpose unless all such current expenses attributable to
the ownership and operation of the Property have been fully paid and
satisfied. 

        Section 3.18    YEAR 2000.  Borrower shall take all action
reasonable and prudent, with respect to matters within its control, to
assure that there will be no material adverse change to Borrower's
business by reason of the advent of the year 2000, including without
limitation that all computer-based systems, embedded microchips and
other processing capabilities effectively recognize and process dates
after April 1, 1999.  At Lender's request, Borrower shall provide to
Lender assurance reasonably acceptable to Lender that Borrower's
computer-based systems, embedded microchips and other processing
capabilities are year 2000 compatible.

                     ARTICLE 4 - SPECIAL COVENANTS

        Borrower covenants and agrees that:

        Section 4.1     PROPERTY USE.  The Property shall be used only
for a hotel, and for no other use, without the prior written consent
of Lender.

        Section 4.2     SINGLE PURPOSE ENTITY.  It has not and shall
not:

        (a)  engage in any business or activity other than the
ownership, operation and maintenance of the Property, and activities
incidental thereto;

        (b)  acquire or own any material assets other than (i) the
Property, and (ii) such incidental Personal Property as may be
necessary for the operation of the Property;

        (c)  merge into or consolidate with any person or entity or
dissolve, terminate or liquidate in whole or in part, transfer or
otherwise dispose of all or substantially all of its assets or change
its legal structure, without in each case Lender's consent;

        (d)  fail to preserve its existence as an entity duly
organized, validly existing and in good standing (if applicable) under
the laws of the jurisdiction of its organization or formation, and
qualification to do business in the state where the Property is
located, if applicable, or without the prior written consent of
Lender, amend, modify, terminate or fail to comply with the provisions
of Borrower's Partnership Agreement, Articles or Certificate of
Incorporation, Articles of Organization or similar organizational
documents, as the case may be;

        (e)  own any subsidiary or make any investment in, any person
or entity without the consent of Lender;

        (f)  commingle its assets with the assets of any of its
members, general partners, affiliates, principals or of any other
person or entity; 


        (g)  incur any debt, secured or unsecured, direct or
contingent (including guaranteeing any obligation), other than the
Debt, except for trade payables in the ordinary course of its business
of owning and operating the Property, provided that such debt is not
evidenced by a note and is paid when due;

                                  17<PAGE>
<PAGE>
        (h)  become insolvent and fail to pay its debts and
liabilities from its assets as the same shall become due; 

        (i)  fail to maintain its records, books of account and bank
accounts separate and apart from those of the members, partners,
principals and affiliates of Borrower, the affiliates of a member,
partner or principal of Borrower, and any other person or entity; 

        (j)  enter into any contract or agreement with any member,
general partner, principal or affiliate of Borrower, Guarantor or
Indemnitor or any member, general partner, principal or affiliate
thereof, except upon terms and conditions that are intrinsically fair
and substantially similar to those that would be available on an arms-
length basis with third parties other than any member, general
partner, principal or affiliate of Borrower, Guarantor or Indemnitor
or any member, general partner, principal or affiliate thereof;

        (k)  seek the dissolution or winding up in whole, or in part,
of Borrower;

        (l)  fail to correct any known misunderstandings regarding the
separate identity of Borrower;

        (m)  hold itself out to be responsible for the debts of
another person;

        (n)  make any loans or advances to any third party, including
any member, general partner, principal or affiliate of Borrower, or
any member, general partner, principal or affiliate thereof;

        (o)  fail to file its own tax returns; 



                                18
<PAGE>
<PAGE>
        (p)  fail either to hold itself out to the public as a
legal entity separate and distinct from any other entity or person or
to conduct its business solely in its own name in order not (i) to
mislead others as to the identity with which such other party is
transacting business, or (ii) to suggest that Borrower is responsible
for the debts of any third party (including any member, general
partner, principal or affiliate of Borrower, or any member, general
partner, principal or affiliate thereof);

        (q)  fail to maintain adequate capital for the normal
obligations reasonably foreseeable in a business of its size and
character and in light of its contemplated business operations; or

        (r)  file or consent to the filing of any petition, either
voluntary or involuntary, to take advantage of any applicable
insolvency, bankruptcy, liquidation or reorganization statute, or make
an assignment for the benefit of creditors.

              ARTICLE 5 - REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender that:

        Section 5.1     WARRANTY OF TITLE.  Borrower has good title to
the Property and has the right to grant, bargain, sell, pledge,
assign, warrant, transfer and convey the same and that Borrower
possesses an unencumbered fee simple absolute estate in the Land and
the Improvements and that it owns the Property free and clear of all
liens, encumbrances and charges whatsoever except for those exceptions
shown in the title insurance policy insuring the priority of this
Security Instrument (the "Permitted Exceptions").  Borrower shall
forever warrant, defend and preserve the title and the validity and
priority of this Security Instrument and shall forever warrant and
defend the same to Lender against the claims of all persons
whomsoever.

        Section 5.2     LEGAL STATUS AND AUTHORITY.  Borrower (a) is
duly organized, validly existing and in good standing under the laws
of its state of organization or incorporation; (b) is duly qualified
to transact business and is in good standing in the state where the
Property is located; and (c) has all necessary approvals, governmental
and otherwise, and full power and authority to own, operate and lease
the Property.  Borrower (and the undersigned representative of
Borrower, if any) has full power, authority and legal right to execute
this Security Instrument, and to grant, bargain, sell, pledge, assign,
warrant, transfer and convey the Property pursuant to the terms hereof
and to keep and observe all of the terms of this Security Instrument
on Borrower's part to be performed.

        Section 5.3     VALIDITY OF DOCUMENTS.  (a) The execution,
delivery and performance of the Note, this Security Instrument and the
Other Security Documents and the borrowing evidenced by the Note (i)
are within the power and authority of Borrower; (ii) have been
authorized by all requisite organizational action; (iii) have received
all necessary approvals and consents, corporate, governmental or
otherwise; (iv) will not violate, conflict with, result in a breach of
or constitute (with notice or lapse of time, or both) a material
default under any provision of law, any order or judgment of any court
or governmental authority, the articles of incorporation, by-laws,
partnership or trust agreement, articles of organization, operating
agreement, or other governing instrument of Borrower, or any

                                  19
<PAGE>
<PAGE>
indenture, agreement or other instrument to which Borrower is a party
or by which it or any of its assets or the Property is or may be bound
or affected; (v) will not result in the creation or imposition of any
lien, charge or encumbrance whatsoever upon any of its assets; and
(vi) will not require any authorization or license from, or any filing
with, any governmental or other body (except for the recordation of
this Security Instrument in appropriate land records in the State
where the Property is located and except for Uniform Commercial Code
filings relating to the security interest created hereby); and (b) to
the best knowledge of Borrower, the Note, this Security Instrument and
the Other Security Documents constitute the legal, valid and binding
obligations of Borrower.

        Section 5.4     LITIGATION.  Except as disclosed to Lender in
writing, there is no action, suit or proceeding, judicial,
administrative or otherwise (including any condemnation or similar
proceeding), pending or, to the best of Borrower's knowledge,
threatened or contemplated against Borrower, or against or affecting
the Property that (a) has not been disclosed to Lender by Borrower in
writing, and has a material adverse affect on the Property or
Borrower's ability to perform its obligations under the Note, this
Security Instrument or the Other Security Documents, or (b) is not
adequately covered by insurance, each as determined by Lender in its
sole but reasonable discretion.

        Section 5.5     STATUS OF PROPERTY.  

        (a)  Borrower has obtained all necessary certificates,
licenses and other approvals, governmental and otherwise, necessary
for the operation of the Property and the conduct of its business and
all required zoning, building code, land use, environmental and other
similar permits or approvals, all of which are in full force and
effect as of the date hereof and not subject to revocation,
suspension, forfeiture or modification.

        (b)  The Property and the present and contemplated use and
occupancy thereof are in full compliance with all applicable zoning
ordinances, building codes, land use laws, Environmental Laws and
other similar laws.

        (c)  The Property is served by all utilities required for the
current or contemplated use thereof.  All utility service is provided
by public utilities and the Property has accepted or is equipped to
accept such utility service.

        (d)  All public roads and streets necessary for service of and
access to the Property for the current or contemplated use thereof
have been completed, are serviceable and all-weather and are
physically and legally open for use by the public.


        (e)  The Property is served by public water and sewer systems.

        (f)  The Property is free from damage caused by fire or other
casualty.

        (g)  All costs and expenses of any and all labor, materials,
supplies and equipment used in the construction of the Improvements
have been paid in full.

        (h)  Borrower has paid in full for, and is the owner of, all
furnishings, fixtures and equipment (other than tenants' property)
used in connection with the operation of the Property, free and clear
of any and all security interests, liens or encumbrances.

        (i)  All liquid and solid waste disposal, septic and sewer
systems located on the Property are in a good and safe condition and
repair and in compliance with all Applicable Laws.

        (j)  No portion of the Improvements is located in an area
identified by the Secretary of Housing and Urban Development or any
successor thereto as an area having special flood hazards pursuant to
the Flood Insurance Acts or, if any portion of the Improvements is
located within such area, Borrower has obtained and will maintain the
insurance prescribed in Section 3.3 hereof.

                                20<PAGE>
<PAGE>
        (k) All the Improvements lie within the boundaries of the
Property.

        Section 5.6     NO FOREIGN PERSON.  Borrower is not a "foreign
person" within the meaning of Section 1445(f)(3) of the Internal
Revenue Code of 1986, as amended and the related Treasury Department
regulations.

        Section 5.7     SEPARATE TAX LOT.  The Property is assessed
for real estate tax purposes as one or more wholly independent tax lot
or lots, separate from any adjoining land or improvements not
constituting a part of such lot or lots, and no other land or
improvements is assessed and taxed together with the Property or any
portion thereof.

        Section 5.8     INTENTIONALLY DELETED.

        Section 5.9     FINANCIAL CONDITION.  (a) (i) Borrower is
solvent, and no bankruptcy, reorganization, insolvency or similar
proceeding under any state or federal law with respect to Borrower has
been initiated, and (ii) Borrower has received reasonably equivalent
value for the granting of this Security Instrument.

        (b)  No petition in bankruptcy has ever been filed by or
against Borrower in the last seven (7) years, and neither Borrower nor
any related entity, or any principal, general partner or member
thereof, in the last seven (7) years has ever made any assignment for
the benefit of creditors or taken advantage of any insolvency act or
any act for the benefit of debtors.

        Section 5.10    BUSINESS PURPOSES.  The loan evidenced by the
Note secured by the Security Instrument and the Other Security
Documents (the "Loan") is solely for the business purpose of Borrower,
and is not for personal, family, household, or agricultural purposes.


        Section 5.11    TAXES.   Borrower, any Guarantor and any
Indemnitor have filed all federal, state, county, municipal, and city
income and other tax returns required to have been filed by them and
have paid all taxes and related liabilities which have become due
pursuant to such returns or pursuant to any assessments received by
them.  Neither Borrower, any Guarantor nor any Indemnitor knows of any
basis for any additional assessment in respect of any such taxes and
related liabilities for prior years.

        Section 5.12    MAILING ADDRESS.  Borrower's mailing address,
as set forth in the opening paragraph hereof or as changed in
accordance with the provisions hereof, is true and correct.

        Section 5.13    NO CHANGE IN FACTS OR CIRCUMSTANCES.  All
information in the application for the Loan submitted to Lender (the
"Loan Application") and in all financing statements, rent rolls,
reports, certificates and other documents submitted in connection with
the Loan Application or in satisfaction of the terms thereof, are
accurate, complete and correct in all respects.  There has been no
adverse change in any condition, fact, circumstance or event that
would make any such information inaccurate, incomplete or otherwise
misleading.

        Section 5.14    DISCLOSURE.  Borrower has disclosed to Lender
all material facts and has not failed to disclose any material fact
that could cause any representation or warranty made herein to be
materially misleading.

<PAGE>
        Section 5.15    THIRD PARTY REPRESENTATIONS.  Each of the
representations and the warranties made by each Guarantor and
Indemnitor herein or in any Other Security Document(s) is true and
correct in all material respects.

                                21
<PAGE>
<PAGE>
        Section 5.16    ILLEGAL ACTIVITY.  No portion of the Property
has been or will be purchased, improved, equipped or furnished with
proceeds of any illegal activity and to the best of Borrower's
knowledge, there are no illegal activities or activities relating to
controlled substances at the Property.

        Section 5.17    YEAR 2000.  Borrower has taken all action
reasonable and prudent, with respect to matters within its control, to
assure that there will be no material adverse change to Borrower's
business by reason of the advent of the year 2000, including without
limitation that all computer-based systems, embedded microchips and
other processing capabilities effectively recognize and process dates
after April 1, 1999.

                 ARTICLE 6 - OBLIGATIONS AND RELIANCES

        Section 6.1     RELATIONSHIP OF BORROWER AND LENDER.  The
relationship between Borrower and Lender is solely that of debtor and
creditor, and Lender has no fiduciary or other special relationship
with Borrower, and no term or condition of any of the Note, this
Security Instrument and the Other Security Documents shall be
construed so as to deem the relationship between Borrower and Lender
to be other than that of debtor and creditor.

        Section 6.2     NO RELIANCE ON LENDER.  The members, general
partners, principals and (if Borrower is a trust) beneficial owners of
Borrower are experienced in the ownership and operation of properties

similar to the Property, and Borrower and Lender are relying solely
upon such expertise and business plan in connection with the ownership
and operation of the Property.  Borrower is not relying on Lender's
expertise, business acumen or advice in connection with the Property.

        Section 6.3     NO LENDER OBLIGATIONS.  Notwithstanding the
provisions of Subsections 1.1(f) and (l) or Section 1.2, Lender is not
undertaking the performance of (i) any obligations under the Leases;
or (ii) any obligations with respect to such agreements, contracts,
certificates, instruments, franchises, permits, trademarks, licenses
and other documents.  By accepting or approving anything required to
be observed, performed or fulfilled or to be given to Lender pursuant
to this Security Instrument, the Note or the Other Security Documents,
including without limitation, any officer's certificate, balance
sheet, statement of profit and loss or other financial statement,
survey, appraisal, or insurance policy, Lender shall not be deemed to
have warranted, consented to, or affirmed the sufficiency, the
legality or effectiveness of same, and such acceptance or approval
thereof shall not constitute any warranty or affirmation with respect
thereto by Lender.

        Section 6.4     RELIANCE.  Borrower recognizes and
acknowledges that in accepting the Note, this Security Instrument and
the Other Security Documents, Lender is expressly and primarily
relying on the truth and accuracy of the warranties and
representations set forth in Article 5 and Article 12 without any
obligation to investigate the Property and notwithstanding any
investigation of the Property by Lender; that such reliance existed on
the part of Lender prior to the date hereof; that the warranties and
representations are a material inducement to Lender in accepting the
Note, this Security Instrument and the Other Security Documents; and
that Lender would not be willing to make the Loan and accept this
Security Instrument in the absence of the warranties and
representations as set forth in Article 5 and Article 12.
<PAGE>
                    ARTICLE 7 - FURTHER ASSURANCES

                                22<PAGE>
<PAGE>
        Section 7.1     RECORDING OF SECURITY INSTRUMENT, ETC. 
Borrower forthwith upon the execution and delivery of this Security
Instrument and thereafter, from time to time, will cause this Security
Instrument and any of the Other Security Documents creating a lien or
security interest upon the Property 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 and perfect the priority or
security interest hereof upon, and the interest of Lender in, the
Property.  Borrower will pay all taxes, filing, registration or
recording fees, and all expenses incident to the preparation,
execution, acknowledgment and/or recording of the Note, this Security
Instrument, the Other Security Documents, any note or deed to secure
debt supplemental hereto, any security instrument with respect to the
Property and any instrument of further assurance, and any modification
or amendment of the foregoing documents, and all federal, state,
county and municipal taxes, duties, imposts, assessments and charges
arising out of or in connection with the execution and delivery of
this Security Instrument, any deed to secure debt supplemental hereto,
any security instrument with respect to the Property or any instrument
of further assurance, and any modification or amendment of the
foregoing documents, except where prohibited by law so to do.


        Section 7.2     FURTHER ACTS, ETC.  Borrower will, at the cost
of Borrower, and without expense to Lender, do, execute, acknowledge
and deliver all and every such further acts, deeds, conveyances, deeds
to secure debt, assignments, notices of assignments, transfers and
assurances as Lender shall, from time to time, require, for the better
assuring, conveying, assigning, transferring, and confirming unto
Lender the Property and rights hereby deeded, granted, bargained,
sold, conveyed, confirmed, pledged, assigned, warranted and
transferred or intended now or hereafter so to be, or which Borrower
may be or may hereafter become bound to convey or assign to Lender, or
for carrying out the intention or facilitating the performance of the
terms of this Security Instrument or for filing, registering or
recording this Security Instrument, or for complying with all
Applicable Laws.  Borrower, on demand, will execute and deliver and
hereby authorizes Lender, following 10 days' notice to Borrower, to
execute in the name of Borrower or without the signature of Borrower
to the extent Lender may lawfully do so, one or more financing
statements, chattel mortgages or other instruments, to evidence more
effectively the security interest of Lender in the Property.  Borrower
grants to Lender an irrevocable power of attorney coupled with an
interest for the purpose of exercising and perfecting any and all
rights and remedies available to Lender pursuant to this Section 7.2.

        Section 7.3     CHANGES IN TAX, DEBT CREDIT AND DOCUMENTARY
STAMP LAWS.  

        (a)  If any law is enacted or adopted or amended after the
date of this Security Instrument which deducts the Debt from the value
of the Property for the purpose of taxation or which imposes a tax,
either directly or indirectly, on the Debt or Lender's interest in the
Property, Borrower will pay the tax, with interest and penalties
thereon, if any.  If Lender is properly advised by counsel chosen by
it that the payment of tax by Borrower would be unlawful or taxable to
Lender or unenforceable or provide the basis for a defense of usury,
then Lender shall have the option, exercisable by written notice of
not less than one hundred eighty (180) days, to declare the Debt
immediately due and payable.

        (b)  Borrower will not claim or demand or be entitled to any
credit or credits on account of the Debt for any part of the Taxes or
Other Charges assessed against the Property, or any part thereof, and<PAGE>
no deduction shall otherwise be made or claimed from the assessed
value of the Property, or any part thereof, for real estate tax
purposes by reason of this Security Instrument or the Debt.  If such
claim, credit or deduction shall be required by law, Lender shall have
the option, exercisable by written notice of not less than ninety (90)
days, to declare the Debt immediately due and payable.


                                23
<PAGE>
<PAGE>
        (c)  If at any time the United States of America, any State
thereof or any subdivision of any such State shall require revenue or
other stamps to be affixed to the Note, this Security Instrument, or
any of the Other Security Documents or impose any other tax or charge
on the same, Borrower will pay for the same, with interest and
penalties thereon, if any.

        Section 7.4     ESTOPPEL CERTIFICATES.  

        (a)  After request by Lender, Borrower, within twenty (20)
days, shall furnish Lender or any proposed assignee with a statement,
duly acknowledged and certified, setting forth (i) the original
principal amount of the Note, (ii) the unpaid principal amount of the
Note, (iii) the rate of interest of the Note, (iv) the terms of
payment and maturity date of the Note, (v) the date installments of
interest and/or principal were last paid, (vi) that, except as
provided in such statement, there are no defaults or events which with
the passage of time or the giving of notice or both, would constitute
an event of default under the Note or the Security Instrument, (vii)
that the Note and this Security Instrument are valid, legal and
binding obligations and have not been modified or if modified, giving
particulars of such modification, (viii) whether any offsets or
defenses exist against the obligations secured hereby and, if any are
alleged to exist, a detailed description thereof, (ix) that all Leases
are in full force and effect and (provided the Property is not a
residential multifamily property) have not been modified (or if
modified, setting forth all modifications), (x) the date to which the
Rents thereunder have been paid pursuant to the Leases, (xi) whether
or not, to the best knowledge of Borrower, any of the lessees under
the Leases are in default under the Leases, and, if any of the lessees
are in default, setting forth the specific nature of all such
defaults, (xii) the amount of security deposits held by Borrower under
each Lease and that such amounts are consistent with the amounts
required under each Lease, and (xiii) as to any other matters
reasonably requested by Lender and reasonably related to the Leases,
the obligations secured hereby, the Property or this Security
Instrument.

        (b)  Borrower shall use its best efforts to deliver to Lender,
promptly upon request, but in no event more than one (1) time per
year, duly executed estoppel certificates from any one or more lessees
as required by Lender attesting to such facts regarding the Lease as
Lender may require, including but not limited to attestations that
each Lease covered thereby is in full force and effect with no
defaults thereunder on the part of any party, that none of the Rents
have been paid more than one month in advance, and that the lessee
claims no defense or offset against the full and timely performance of
its obligations under the Lease.

        (c)  Upon any transfer or proposed transfer contemplated by
Section 18.1 hereof, at Lender's request, Borrower shall provide an
estoppel certificate to the Investor (defined in Section 18.1) or any
prospective Investor in such form, substance and detail as Lender,
such Investor or prospective Investor may reasonably require.

        Section 7.5     FLOOD INSURANCE.  After Lender's request,
Borrower shall deliver evidence satisfactory to Lender that no portion
of the Improvements is situated in a federally designated "special
flood hazard area" or if it is, that Borrower has obtained insurance
meeting the requirements of Section 3.3(a)(vi).

<PAGE>
        Section 7.6     REPLACEMENT DOCUMENTS.  Upon receipt of an
affidavit of an officer of Lender as to the loss, theft, destruction
or mutilation of the Note or any Other Security Document which is not
of public record, and, in the case of any such mutilation, upon
surrender and cancellation of such Note or Other Security Document,
Borrower will issue, in lieu thereof, a replacement Note or Other
Security Document, dated the date of such lost, stolen, destroyed or
mutilated Note or Other Security Document in the same principal amount
thereof and otherwise of like tenor.


                                24<PAGE>
<PAGE>
                  ARTICLE 8 - DUE ON SALE/ENCUMBRANCE


        Section 8.1     NO SALE/ENCUMBRANCE.  Borrower agrees that
Borrower shall not, without the prior written consent of Lender, sell,
convey, mortgage, grant, pledge, assign, or otherwise transfer the
Property or any part thereof or permit the Property or any part
thereof to be sold, conveyed, mortgaged, granted, bargained,
encumbered, pledged, assigned, or otherwise transferred, other than
pursuant to Leases of space in the Improvements to tenants.

        Section 8.2     SALE/ENCUMBRANCE DEFINED.  A sale, conveyance,
mortgage, grant, pledge, assignment, or transfer of the Property
within the meaning of this Article 8 shall be deemed to include, but
not limited to, (a) an installment sales agreement wherein Borrower
agrees to sell the Property or any part thereof for a price to be paid
in installments; (b) an agreement by Borrower leasing all or a
substantial part of the Property for other than actual occupancy by a
space tenant thereunder or a sale, assignment or other transfer of, or
the grant of a security interest in, Borrower's right, title and
interest in and to any Leases or any Rents (except as specifically
excepted for a REIT Transfer below); (c) the change, removal or
resignation of the Manager of Borrower or the transfer of the
membership interests of Borrower or the Manager of Borrower, or any
profits or proceeds relating to such membership interest or the
voluntary or involuntary sale, conveyance, transfer or pledge of such
membership interests.  Notwithstanding the foregoing, the following
transfers shall not be deemed to be a sale, conveyance, mortgage,
grant, pledge, assignment, or transfer within the meaning of this
Article 8: (A) a transfer by devise or descent or by operation of law
upon the death of a member, of Borrower or the Manager of Borrower or
member thereof; and (B) the sale, transfer or pledge of a non-managing
membership interest in Borrower or the managing member of Borrower, by
which, in a single transaction or a series of transactions, in the
aggregate, not more than forty-nine percent (49%) of the membership
interests (as the case may be) in Borrower or the Manager of Borrower,
as applicable, shall be vested in parties not having an ownership
interest as of the date hereof; provided, however, that a transfer of
any interest in any entity other than Borrower or the Manager of
Borrower, or any publicly traded entity, shall not be deemed to be a
sale, conveyance, mortgage, grant, pledge, assignment, or transfer
within the meaning of this Article 8.

Notwithstanding the above or anything else in this Security Instrument
to the contrary, but subject to Lender's approval and compliance with
and satisfaction of the terms and conditions of this Section and
provided that no Event of Default exists under the Note, the members
of Borrower shall have the right to transfer the membership interests
in Borrower to a Real Estate Investment Trust ("REIT") and Borrower
enter into an operating lease ("Operating Lease") for all or a
substantial part of the Property ("REIT Transfer") with an operator
acceptable to Lender in its sole but reasonable discretion, provided
that, as a condition precedent to Lender's approval of the REIT
Transfer, Borrower shall have complied with all of the following:

             (i)  Borrower shall provide not less than sixty (60) days
prior written notice to Lender specifying a date upon which the
members of Borrower intend to effect a the transfer of the membership
interests of Borrower to the REIT and Borrower enter into the
Operating Lease;

<PAGE>
             (ii) Borrower shall execute and deliver to Lender any and
all certificates, opinions, documents or instruments required by
Lender in connection with the REIT Transfer, including, without
limitation, a subordination agreement executed by all parties to the
Operating Lease, stating that the Operating Lease is subject and
subordinate to this Security Instrument and the lessee thereunder
agrees to attorn to Lender, all of which shall be in form and

                                25<PAGE>
<PAGE>
substance acceptable to Lender in its sole but reasonable discretion;
provided, however, that "reasonable discretion" hereunder shall not be
construed to require Lender to approve any certificates, opinions,
documents or instruments which would result in a withdrawal, downgrade
or qualification of the then current ratings by the applicable Rating
Agencies of the Securities or Participations (both as hereinafter
defined);

             (iii)      Borrower shall have delivered to Lender
written confirmation from the Rating Agencies (as hereinafter defined)
that such REIT Transfer will not result in a withdrawal, downgrade or
qualification of the then current ratings by the applicable Rating
Agencies of the Securities or Participations (both as hereinafter
defined).  If required by the Rating Agencies, Borrower shall, at
Borrower's expense, also deliver or cause to be delivered a non-
consolidation opinion with respect to the REIT, in form and substance
satisfactory to Lender and the Rating Agencies;

             (iv) Borrower shall have delivered to Lender an executed
copy of the Operating Lease and such other information and documents
as Lender shall require in connection with the REIT Transfer;

             (v)  The Operating Lease and the operator thereunder
shall be acceptable to Lender in its sole but reasonable discretion;

             (vi) Lender shall be entitled to re-underwrite the
Property with the Operating Lease in place and Lender shall have
determined in its sole but reasonable discretion that the REIT
Transfer shall not cause the Property to have a debt coverage ratio
lower than that at the time of the original loan underwriting or a
loan to value higher than that at the time of the original loan
underwriting, each as determined by Lender; provided, however, that
"reasonable discretion" hereunder shall not be construed to require
Lender to approve any new debt coverage ratio or new loan to value
ratio which would result in a withdrawal, downgrade or qualification
of the then current ratings by the applicable Rating Agencies of the
Securities or Participations (both as hereinafter defined)

Upon Borrower's compliance with all of the conditions of the REIT
Transfer set forth in this Article 8, Lender shall permit the REIT
Transfer.  All costs and expenses of Lender incurred in connection
with the REIT Transfer, including, without limitation, Lender's
counsel's reasonable fees and expenses, shall be paid by Borrower
simultaneously with the REIT Transfer.

        Section 8.3     LENDER'S RIGHTS.  Lender reserves the right to
condition the consent required under Section 8.4 below upon a
modification of the terms hereof and on assumption of the Note, this
Security Instrument and the Other Security Documents as so modified by
the proposed transferee, payment of a transfer fee equal to one half
of one percent (0.5%) of the then outstanding principal balance of the
Note, and all of Lender's reasonable expenses incurred in connection
with such transfer, the approval by a Rating Agency of the proposed
transferee, the proposed transferee's continued compliance with the
covenants set forth in this Security Instrument, including, without
limitation, the covenants in Section 4.2 hereof, or such other
conditions as Lender shall determine in its sole but reasonable
discretion to be in the interest of Lender.  All of Lender's
reasonable expenses incurred shall be payable by Borrower whether or
not Lender consents to the transfer.  Lender shall not be required to
demonstrate any actual impairment of its security or any increased

                                26<PAGE>
<PAGE>
risk of default hereunder in order to declare the Debt immediately due
and payable upon Borrower's sale, conveyance, mortgage, grant, pledge,
assignment, or transfer of the Property without Lender's consent. 
This provision shall apply to every sale, conveyance, mortgage, grant,
pledge, assignment, or transfer of the Property regardless of whether
voluntary or not, or whether or not Lender has consented to any
previous sale, conveyance, mortgage, grant, pledge, assignment, or
transfer of the Property.

        Section 8.4     PERMITTED TRANSFERS   Notwithstanding the
foregoing provisions of this Section, Lender shall not unreasonably
withhold consent to not more than two (2) sales, conveyances or
transfers of the Property in its entirety (hereinafter, "Sale" or
"Sales") during the term of the Loan after the earlier to occur of (A)
the first anniversary of the first day of the first calendar month
after the date hereof (or the date hereof if dated the first day of a
calendar month) or (B) sixty (60) days after the date that is the
"startup day," within the meaning of Section 860G(a) (9) of the IRS
Code, of a REMIC that holds the Note; and with respect to such Sales,
Lender shall not require a modification of the material economic terms
hereof, to any person or entity provided that each of the following
terms and conditions are satisfied:

             (i)  no default after the expiration of notice or grace
periods is then continuing hereunder, under the Note or under any of
the Other Security Documents;

             (ii) Borrower gives Lender written notice of the terms of
such prospective Sale not less than thirty (30) days before the date
on which such Sale is scheduled to close and, concurrently therewith,
gives Lender all such information concerning the proposed transferee
of the Property (hereinafter, "Buyer") as Lender would reasonably
require in evaluating an initial extension of credit to a borrower and
pays to Lender a non-refundable application fee in the amount of
$2,500.00.  Lender shall have the right to approve or disapprove the
proposed Buyer, such approval not to be unreasonably withheld.  In
determining whether to give or withhold its approval of the proposed
Buyer, Lender shall consider the Buyer's experience and track record
in owning and operating facilities similar to the Property, the
Buyer's financial strength, the Buyer's general business standing and
the Buyer's relationships and experience with contractors, vendors,
tenants, lenders and other business entities;

             (iii)      Borrower pays Lender, concurrently with the
closing of such Sale, a non-refundable assumption fee in an amount
equal to all out-of-pocket costs and expenses, including, without
limitation, reasonable attorneys' fees, incurred by Lender in
connection with the Sale plus an amount equal to one half of one
percent (0.5%) of the then outstanding principal balance of the Note;

             (iv) Buyer assumes and agrees to pay the indebtedness
secured hereby as and when due subject to the provisions of Article 11
of the Note and, prior to or concurrently with the closing of such

Sale, the Buyer executes, without any cost or expense to Lender, such
documents and agreements as Lender shall reasonably require to
evidence and effectuate said assumption;

             (v)  Borrower and the Buyer execute, without any cost or
expense to Lender, new financing statements or financing statement
amendments and any additional documents reasonably requested by
Lender;

<PAGE>
             (vi) Borrower delivers to Lender, without any cost or
expense to Lender, such endorsements to Lender's title insurance
policy, hazard insurance endorsements or certificates and other
similar materials as Lender may deem necessary at the time of the
Sale, all in form and substance satisfactory to Lender, including,
without limitation, an endorsement or endorsements to Lender's title
insurance policy insuring the lien of this Security Instrument
insuring that fee simple title to the Property is vested in the Buyer;


                                27<PAGE>
<PAGE>
             (vii)      Buyer shall furnish, if the Buyer is a
corporation, partnership or other entity, all appropriate papers
evidencing the Buyer's capacity and good standing, and the
qualification of the signers to execute the assumption of the
indebtedness secured hereby, which papers shall include certified
copies of all documents relating to the organization and formation of
the Buyer and of the entities, if any, which are partners or members
of the Buyer.  The Buyer and such constituent partners, members or
shareholders of Buyer (as the case may be), as Lender shall require,
shall be single purpose, "bankruptcy remote" entities, whose formation
documents shall be approved by counsel to Lender.

             (viii)     Buyer shall assume the obligations of Borrower
under any management agreements pertaining to the Property or assign
to Lender as additional security any new management agreement entered
into in connection with such Sale;

             (ix)  Buyer shall furnish an opinion of counsel
satisfactory to Lender and its counsel (A) that the Buyer's formation
documents provide for the matters described in subparagraph (vii)
above, (B) that the assumption of the indebtedness evidenced hereby
has been duly authorized, executed and delivered, and that the Note,
this Security Instrument, the assumption agreement and the Other
Security Documents are valid, binding and enforceable against the
Buyer in accordance with their terms, (C) that the Buyer and any
entity which is a controlling stockholder, member or general partner
of Buyer, have been duly organized, and are in existence and good
standing, (D) if required by Lender, that the assets of the Buyer will
not be consolidated with the assets of any other entity having an
interest in, or affiliation with, the Buyer, in the event of
bankruptcy or insolvency of any such entity, and (E) with respect to
such other matters as Lender may reasonably request;

             (x)  if required by Lender, Lender shall have received
evidence in writing from the Rating Agency that rate the Securities or
Participations (each as defined in Section 18.1) to the effect that
the Sale will not result in a re-qualification, downgrade or
withdrawal or any rating initially assigned or to be assigned to the
Securities or Participations, as applicable; and

             (xi) Borrower's obligations under the contract of sale
pursuant to which the Sale is proposed to occur shall expressly be
subject to the satisfaction of the terms and conditions of this
Section 8.4.

                        ARTICLE 9 - PREPAYMENT

        Section 9.1     PREPAYMENT. The Debt may not be prepaid in
whole or in part except in strict accordance with the express terms
and conditions of the Note.


                         ARTICLE 10 - DEFAULT

        Section 10.1    EVENTS OF DEFAULT.  The occurrence of any one
or more of the following events shall constitute an "Event of
Default":

        (a)  if any portion of the Debt is not paid prior to the fifth
(5th) day after the same is due or if the entire Debt is not paid on
or before the Maturity Date (as defined in the Note);

<PAGE>
        (b)  if any of the Taxes or Other Charges is not paid when the
same is due and payable except to the extent sums sufficient to pay
such Taxes and Other Charges have been deposited with Lender in
accordance with the terms of this Security Instrument;



                                28<PAGE>
<PAGE>
        (c)  if the Policies are not kept in full force and effect, or
if the Policies are not delivered to Lender upon request; except to
the extent sums sufficient to pay the premiums and costs for such
Policies have been deposited with Lender in accordance with the terms
of this Security Instrument and the Policies are not kept in full
force and effect because of Lender's failure to pay such premiums or
costs,;

        (d)  if Borrower violates or does not comply with any of the
provisions of Section 4.2 or Article 8 after written notice and a ten
(10) day opportunity to cure;

        (e)  after written notice and a ten (10) day opportunity to
cure, if any representation or warranty of Borrower made herein or in
the Environmental Indemnity (defined below) or in any guaranty, or in
any certificate, report, financial statement or other instrument or
document furnished to Lender shall have been false or misleading in
any material respect when made;

        (f)  if (i) Borrower or any managing member or general partner
of Borrower, shall commence any case, proceeding or other action (A)
under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization,
conservatorship or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other
relief with respect to it or its debts, or (B) seeking appointment of
a receiver, trustee, custodian, conservator or other similar official
for it or for all or any substantial part of its assets, or the
Borrower or any managing member or general partner of Borrower shall
make a general assignment for the benefit of its creditors; or (ii)
there shall be commenced against Borrower or any managing member or
general partner of Borrower any case, proceeding or other action of a
nature referred to in clause (i) above which (A) results in the entry
of an order for relief or any such adjudication or appointment or (B)
remains undismissed, undischarged or unbonded for a period of one
hundred twenty (120) days; or (iii) there shall be commenced against
the Borrower or any managing member or general partner of Borrower any
case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any
substantial part of its assets which results in the entry of any order
for any such relief which shall not have been vacated, discharged, or
stayed or bonded pending appeal within one hundred twenty (120) days
from the entry thereof; or (iv) the Borrower or any managing member or
general partner of Borrower shall generally not, or shall be unable
to, or shall admit in writing its inability to, pay its debts as they
become due; 

        (g)  if Borrower shall be in default beyond applicable notice
and grace periods under any other mortgage, deed of trust, deed to
secure debt or other security agreement covering any part of the
Property whether it be superior or junior in priority to this Security
Instrument;

        (h)  if the Property becomes subject to any mechanic's,
materialman's or other lien in excess of $1,000, other than a lien for
local real estate taxes and assessments not then due and payable and
the lien shall remain undischarged of record (by payment, bonding or
otherwise) for a period of sixty (60) days;

<PAGE>
        (i)  if any federal tax lien is filed against Borrower, any
member or general partner of Borrower, any Guarantor, any Indemnitor
or the Property and same is not discharged of record within sixty (60)
days after same is filed;



                                29<PAGE>
<PAGE>

        (j)  if any default occurs under any guaranty or indemnity
executed in connection herewith (including the Environmental
Indemnity, defined in Section 13.4) and such default continues after
the expiration of applicable grace periods, if any;

        (k)  if a default has occurred and continues beyond any
applicable cure period under the Franchise Agreement, if such default
permits a party to terminate or cancel the Franchise Agreement;

        (l)  if a default occurs under the Assignment of Franchise
Agreement, dated as of the date hereof, by Borrower and Franchisor in
favor of Lender;

        (m)  if Borrower ceases to operate a hotel on the Property or
terminates such business for any reason whatsoever (other than as a
result of force majeure or temporary cessation in connection with any
renovations to the Property or restoration of the Property after
casualty or condemnation);

        (n)  if Borrower terminates or cancels the Franchise Agreement
or operates the Property under the name of any hotel chain or system
other than that permitted under the Franchise Agreement, without
Lender's prior written consent, which shall not be unreasonably
withheld; or

        (o)  if for more than ten (10) days after notice from Lender,
Borrower shall continue to be in default under any other term,
covenant or condition of the Note, this Security Instrument or the
Other Security Documents in the case of any default which can be cured
by the payment of a sum of money or for sixty (60) days after notice
from Lender in the case of any other default, provided that if such
default cannot reasonably be cured within such sixty (60) day period
and Borrower shall have commenced to cure such default within such
sixty (60) day period and thereafter diligently and expeditiously
proceeds to cure the same, such sixty (60) day period shall be
extended for so long as it shall require Borrower in the exercise of
due diligence to cure such default, it being agreed that no such
extension shall be for a period in excess of one hundred (120) days.

                   ARTICLE 11 - RIGHTS AND REMEDIES

        Section 11.1    REMEDIES.  Upon the occurrence of any Event of
Default and after the expiration of all applicable notice and cure
periods, Borrower agrees that Lender may take such action, without
notice or demand, as it deems advisable to protect and enforce its
rights against Borrower and in and to the Property, including, but not
limited to, the following actions, each of which may be pursued
concurrently or otherwise, at such time and in such order as Lender
may determine, in their sole discretion, without impairing or
otherwise affecting the other rights and remedies of Lender:

        (a)   declare the entire unpaid Debt to be immediately due and
payable;

        (b)   institute proceedings, judicial or otherwise, for the
complete foreclosure of this Security Instrument under any applicable
provision of law in which case the Property or any interest therein
may be sold for cash or upon credit in one or more parcels or in
several interests or portions and in any order or manner;

        (c)   with or without entry, to the extent permitted and
pursuant to the procedures provided by applicable law, institute

                               30<PAGE>
<PAGE>
proceedings for the partial foreclosure of this Security Instrument
for the portion of the Debt then due and payable, subject to this
Security Instrument for the balance of the Debt not then due,
unimpaired and without loss of priority;

        (d)   sell for cash or upon credit the Property or any part
thereof and all estate, claim, demand, right, title and interest of
Borrower therein and rights of redemption thereof, pursuant to power
of sale or otherwise, at one or more sales, in one or more parcels, at
such time and place, upon such terms and after such notice thereof as
may be required or permitted by law;

        (e)   subject to the provisions of Article 11 of the Note,
institute an action, suit or proceeding in equity for the specific
performance of any covenant, condition or agreement contained herein,
in the Note or in the Other Security Documents;

        (f)   subject to the provisions of Article 11 of the Note,
recover judgment on the Note either before, during or after any
proceedings for the enforcement of this Security Instrument or the
Other Security Documents;

        (g)   apply for the appointment of a receiver, trustee,
liquidator or conservator of the Property, without notice and without
regard for the adequacy of the security for the Debt and without
regard for the solvency of Borrower, any Guarantor, Indemnitor or of
any person, firm or other entity liable for the payment of the Debt;


        (h)   subject to any applicable law and using legal
proceedings to gain entry, the license granted to Borrower under
Section 1.2 shall automatically be revoked and Lender may enter into
or upon the Property, either personally or by its agents, nominees or
attorneys and dispossess Borrower and its agents and servants
therefrom, without liability for trespass, damages or otherwise and
exclude Borrower and its agents or servants wholly therefrom, and take
possession of all books, records and accounts relating thereto and
Borrower agrees to surrender possession of the Property and of such
books, records and accounts to Lender upon demand, and thereupon
Lender may (i) use, operate, manage, control, insure, maintain,
repair, restore and otherwise deal with all and every part of the
Property and conduct the business thereat; (ii) complete any
construction on the Property in such manner and form as Lender
reasonably deems advisable; (iii) make alterations, additions,
renewals, replacements and improvements to or on the Property; (iv)
exercise all rights and powers of Borrower with respect to the
Property, whether in the name of Borrower or otherwise, including,
without limitation, the right to make, cancel, enforce or modify
Leases, obtain and evict tenants, and demand, sue for, collect and
receive all Rents of the Property and every part thereof; (v) require
Borrower to pay monthly in advance to Lender, or any receiver
appointed to collect the Rents, the fair and reasonable rental value
for the use and occupation of such part of the Property as may be
occupied by Borrower; (vi) require Borrower to vacate and surrender
possession of the Property to Lender or to such receiver and, in
default thereof, Borrower may be evicted by summary proceedings or
otherwise; and (vii) apply the receipts from the Property to the
payment of the Debt, in such order, priority and proportions as
provided in the Note.

<PAGE>
        (i)   exercise any and all rights and remedies granted to a
secured party upon default under the Uniform Commercial Code,
including, without limiting the generality of the foregoing: (i) the
right to take possession of the Personal Property or any part thereof,
and to take such other measures as Lender may deem necessary for the
care, protection and preservation of the Personal Property, and (ii)
request Borrower at its expense to assemble the Personal Property and
make it available to Lender at a convenient place acceptable to
Lender.  Any notice of sale, disposition or other intended action by
Lender with respect to the Personal Property sent to Borrower in
accordance with the provisions hereof at least ten (10) days prior to
such action, shall constitute commercially reasonable notice to
Borrower;

                               31
<PAGE>
<PAGE>

        (j)   apply any sums then deposited in the Escrow Fund and any
other sums held in escrow or otherwise by Lender in accordance with
the terms of this Security Instrument or any Other Security Document
to the payment of the following items in any order in the order
provided in the Note: (i) Taxes and Other Charges; (ii) Insurance
Premiums; (iii) interest on the unpaid principal balance of the Note;
(iv) amortization of the unpaid principal balance of the Note; (v) all
other sums payable pursuant to the Note, this Security Instrument and
the Other Security Documents, including without limitation advances
made by Lender pursuant to the terms of this Security Instrument;

        (k)  surrender the Policies maintained pursuant to Article 3
hereof, collect the unearned Insurance Premiums and apply such sums as
a credit on the Debt in such priority and proportion as provided in
the Note, and in connection therewith, Borrower hereby appoints Lender
as agent and attorney-in-fact (which is coupled with an interest and
is therefore irrevocable) for Borrower to collect such Insurance
Premiums;

        (l)  apply the undisbursed balance of any Net Proceeds
Deficiency deposit, together with interest thereon, to the payment of
the Debt in such order, priority and proportions as Lender shall deem
to be appropriate in its discretion; 

        (m)  sell the Property or any part of the Property at one or
more public sales or sales at the usual place for conducting sales of
the county in which the Land or any part of the Land is situated, to
the highest bidder for cash, in order to pay the Debt, and all
expenses of sale and of all proceedings in connection therewith,
including reasonable attorneys' fees, after advertising the time,
place and terms of sale once a week for four (4) weeks immediately
preceding such sale (but without regard to the number of days) in a
newspaper in which sheriff's sales are advertised in said county, all
other notice being hereby waived by Borrower.  Lender may bid and
purchase at any such sale, and Lender, as agent and attorney-in-fact
for Borrower and in Borrower's name. may execute and deliver to the
purchaser or purchasers at any such sale a sufficient conveyance of
the Property, or the part or parcel thereof or the interest therein
which is sold.  Lender's conveyance may contain recitals as to the
occurrence of any Event of Default under this Security Instrument, and
such recitals shall be presumptive evidence that all preliminary acts
prerequisite to any such sale and conveyance were in all respects duly
complied with.  The sale and conveyance made by Lender shall divest
Borrower of all right, title, interest and equity that Borrower may
have or have had in, to and under the Property, or the part or parcel
thereof or the interest therein which is sold, and shall vest the same
in the purchaser or purchasers at such sale or sales.  Borrower hereby
constitutes and appoints Lender as Borrower's agent and attorney-in-
fact to make such sale or sales, to execute and deliver such
conveyance or conveyances, and to make such recitals, and Borrower
hereby ratifies and confirms all of the acts and doings of Lender as
Borrower's agent and attorney-in-fact hereunder.  Lender's agency and
power as attorney-in-fact hereunder are coupled with an interest,
cannot be revoked by bankruptcy, insolvency, incompetency, death,
dissolution or otherwise, and shall not be exhausted until the
Obligations have been satisfied in full; or

        (n)  pursue such other remedies as Lender may have under
applicable law. 

<PAGE>
In the event of a sale, by foreclosure, power of sale, or otherwise,
of less than all of the Property, this Security Instrument shall
continue interest on the remaining portion of the Property unimpaired
and without loss of priority.  Notwithstanding the provisions of this
Section 11.1 to the contrary, if any Event of Default as described in
clause (i) or (ii) of Subsection 10.1(f) shall occur, the entire
unpaid Debt shall be automatically due and payable, without any
further notice, demand or other action by Lender.

                                32
<PAGE>
<PAGE>
        Section 11.2    APPLICATION OF PROCEEDS.  The purchase money,
proceeds and avails of any disposition of the Property, or any part
thereof, or any other sums collected by Lender pursuant to the Note,
this Security Instrument or the Other Security Documents, may be
applied by Lender to the payment of the Debt in such priority and
proportions as provided in the Note.

        Section 11.3    RIGHT TO CURE DEFAULTS.  Upon the occurrence
of any Event of Default and after the expiration of any applicable
notice and cure periods, or if Borrower fails to make any payment or
to do any act as herein provided, Lender may, but without any
obligation to do so and without notice to or demand on Borrower and
without releasing Borrower from any obligation hereunder, make or do
the same in such manner and to such extent as Lender may deem
necessary to protect the security hereof.  Lender is authorized to
enter upon the Property for such purposes, or appear in, defend, or
bring any action or proceeding to protect its interest in the Property
or to foreclose this Security Instrument or collect the Debt.  The
reasonable cost and expense of any cure hereunder (including
reasonable attorneys' fees to the extent permitted by law), with
interest as provided in this Section 11.3, shall constitute a portion
of the Debt and shall be due and payable to Lender upon demand.  All
such costs and expenses incurred by Lender in remedying such Event of
Default or such failed payment or act or in appearing in, defending,
or bringing any such action or proceeding shall bear interest at the
Default Rate (as defined in the Note), for the period after notice
from Lender that such cost or expense was incurred to the date of
payment to Lender.  All such costs and expenses incurred by Lender
together with interest thereon calculated at the Default Rate shall be
deemed to constitute a portion of the Debt and be secured by this
Security Instrument and the Other Security Documents and shall be
immediately due and payable upon demand by Lender therefor.

        Section 11.4    ACTIONS AND PROCEEDINGS.  After the occurrence
and during the continuance of an Event of Default, Lender has the
right to appear in and defend any action or proceeding brought with
respect to the Property and to bring any action or proceeding, in the
name and on behalf of Borrower, which Lender, in its discretion,
decides should be brought to protect its interest in the Property.

        Section 11.5    RECOVERY OF SUMS REQUIRED TO BE PAID.  Lender
shall have the right from time to time to take action to recover any
sum or sums which constitute a part of the Debt as the same become
due, without regard to whether or not the balance of the Debt shall be
due, and without prejudice to the right of Lender thereafter to bring
an action of foreclosure, or any other action, for a default or
defaults by Borrower existing at the time such earlier action was
commenced.

        Section 11.6    EXAMINATION OF BOOKS AND RECORDS.  Lender, its
agents, accountants and attorneys shall have the right, upon ten (10)
days prior written notice to Borrower if no Event of Default exists,
to examine and audit, during reasonable business hours, the records,
books, management and other papers of Borrower and its Manager which
pertain to their financial condition or the income, expenses and
operation of the Property, at the Property or at any office regularly
maintained by Borrower and its Manager where the books and records are
located.  Lender and its agents shall have the right to make copies
and extracts from the foregoing records and other papers.  

        Section 11.7    OTHER RIGHTS, ETC.  (a)  The failure of Lender
to insist upon strict performance of any term hereof shall not be
deemed to be a waiver of any term of this Security Instrument. 

                                33<PAGE>
<PAGE>

Borrower shall not be relieved of Borrower's obligations hereunder by
reason of (i) the failure of Lender to comply with any request of
Borrower, any Guarantor or any Indemnitor to take any action to
foreclose this Security Instrument or otherwise enforce any of the
provisions hereof or of the Note or the Other Security Documents, (ii)
the release, regardless of consideration, of the whole or any part of
the Property, or of any person liable for the Debt or any portion
thereof, or (iii) any agreement or stipulation by Lender extending the
time of payment or otherwise modifying or supplementing the terms of
the Note, this Security Instrument or the Other Security Documents.

        (b)  It is agreed that the risk of loss or damage to the
Property is on Borrower, and Lender shall have no liability
whatsoever, except for gross negligence or waste, for decline in value
of the Property, for failure to maintain the Policies, or for failure
to determine whether insurance in force is adequate as to the amount
of risks insured.  Possession by Lender shall not be deemed an
election of judicial relief, if any such possession is requested or
obtained, with respect to any Property or collateral not in Lender's
possession.

        (c)  Lender may resort for the payment of the Debt to any
other security held by Lender in such order and manner as Lender, in
its discretion, may elect.  Lender may take action to recover the
Debt, or any portion thereof, or to enforce any covenant hereof
without prejudice to the right of Lender thereafter to foreclose this
Security Instrument.  The rights of Lender under this Security
Instrument shall be separate, distinct and cumulative and none shall
be given effect to the exclusion of the others.  No act of Lender
shall be construed as an election to proceed under any one provision
herein to the exclusion of any other provision.  Lender shall not be
limited exclusively to the rights and remedies herein stated but shall
be entitled to every right and remedy now or hereafter afforded at law
or in equity.

        Section 11.8    RIGHT TO RELEASE ANY PORTION OF THE PROPERTY. 
Lender may release any portion of the Property for such consideration
as Lender may require without, as to the remainder of the Property, in
any way impairing or affecting the priority of this Security
Instrument, or improving the position of any subordinate lienholder
with respect thereto, except to the extent that the obligations
hereunder shall have been reduced by the actual monetary
consideration, if any, received by Lender for such release, and may
accept by assignment, pledge or otherwise any other property in place
thereof as Lender may require without being accountable for so doing
to any other lienholder.  This Security Instrument shall continue on
the remaining portion of the Property.

        Section 11.9    VIOLATION OF LAWS.  If the Property is not in
compliance with Applicable Laws, Lender may impose additional
requirements upon Borrower in connection herewith including, without
limitation, monetary reserves or financial equivalents.

        Section 11.10   RIGHT OF ENTRY.  Lender and its agents shall
have the right to enter and inspect the Property at all reasonable
times upon five (5) days prior written notice.

<PAGE>
        Section 11.11   SUBROGATION.  If any or all of the proceeds of
the Note have been used to extinguish, extend or renew any
indebtedness heretofore existing against the Property, then, to the
extent of the funds so used, Lender shall be subrogated to all of the
rights, claims, liens, titles, and interests existing against the
Property heretofore held by, or in favor of, the holder of such
indebtedness and such former rights, claims, liens, titles, and
interests, if any, are not waived but rather are continued in full
force and effect in favor of Lender and are merged with the interest
created herein as cumulative security for the repayment of the Debt,
the performance and discharge of Borrower's obligations hereunder,
under the Note and the Other Security Documents and the performance
and discharge of the Other Obligations.

                  ARTICLE 12 - ENVIRONMENTAL MATTERS


                               34<PAGE>
<PAGE>
        Section 12.1    ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES. 
Borrower represents and warrants, based upon an environmental site
assessment of the Property and information that Borrower knows or
should reasonably have known, that, except as disclosed to Lender in
writing:  (a) there are no Hazardous Materials (defined below) or
underground storage tanks in, on, or under the Property, except those
that are both (i) in compliance with Environmental Laws (defined
below) and with permits issued pursuant thereto (if such permits are
required), if any, and (ii) either (A) in amounts not in excess of
that necessary to operate the Property or (B) fully disclosed to and
approved by Lender in writing pursuant to the written reports
resulting from the environmental site assessments of the Property
delivered to Lender (the "Environmental Report"); (b) there are no
past or present Releases (defined below) of Hazardous Materials in
violation of any Environmental Law and which would require remediation
by a governmental authority in, on, under or from the Property except
as described in the Environmental Report; (c) there is no past or
present non-compliance with Environmental Laws, or with permits issued
pursuant thereto, in connection with the Property except as described
in the Environmental Report; (d) Borrower does not know of, and has
not received, any written or oral notice or other communication from
any person or entity (including but not limited to a governmental
entity) relating to Hazardous Materials in, on, under or from the
Property; and (e) Borrower has truthfully and fully provided to
Lender, in writing, any and all information relating to environmental
conditions in, on, under or from the Property known to Borrower or
contained in Borrower's files and records, including but not limited
to any reports relating to Hazardous Materials in, on, under or
migrating to or from the Property and/or to the environmental
condition of the Property.  "Environmental Law" means any present and
future federal, state and local laws, statutes, ordinances, rules,
regulations, standards, policies and other government directives or
requirements, as well as common law, including but not limited to the
Comprehensive Environmental Response, Compensation and Liability Act
and the Resource Conservation and Recovery Act, that apply to Borrower
or the Property and relate to Hazardous Materials.  "Hazardous
Materials" shall mean petroleum and petroleum products and compounds
containing them, including gasoline, diesel fuel and oil; explosives,
flammable materials; radioactive materials; polychlorinated biphenyls
("PCBs") and compounds containing them; lead and lead-based paint;
asbestos or asbestos-containing materials in any form that is or could
become friable; underground or above-ground storage tanks, whether
empty or containing any substance; any substance the presence of which
on the Property is prohibited by any federal, state or local
authority; any substance that requires special handling; and any other
material or substance now or in the future defined as a "hazardous
substance," "hazardous material", hazardous waste", toxic substance",
"toxic pollutant", "contaminant", or pollutant" within the meaning of
any Environmental Law.  "Release" of any Hazardous Materials includes
but is not limited to any release, deposit, discharge, emission,
leaking, spilling, seeping, migrating, injecting, pumping, pouring,
emptying, escaping, dumping, disposing or other movement of Hazardous
Materials.

        Section 12.2    ENVIRONMENTAL COVENANTS.  Borrower covenants
and agrees that so long as Borrower owns, manages, is in possession
of, or otherwise controls the operation of the Property:  (a) all uses
and operations on or of the Property, whether by Borrower or any other
person or entity employed by Borrower, shall be in compliance with all
Environmental Laws and permits issued pursuant thereto; (b) there
shall be no Releases of Hazardous Materials in, on, under or from the
Property; (c) there shall be no Hazardous Materials in, on, or under

                                35<PAGE>
<PAGE>

the Property, except those that are both (i) in compliance with all
Environmental Laws and with permits issued pursuant thereto, if and to
the extent required, and (ii) (A) in amounts not in excess of that
necessary to operate the Property or (B) fully disclosed to and
approved by Lender in writing; (d) Borrower shall keep the Property
free and clear of all liens and other encumbrances imposed pursuant to
any Environmental Law, whether due to any act or omission of Borrower
or any other person or entity (the "Environmental Liens"); (e)
Borrower shall, at its sole cost and expense, fully and expeditiously
cooperate in all activities pursuant to Section 12.3 below, including
but not limited to providing all relevant information and making
knowledgeable persons available for interviews; (f) Borrower shall, at
its sole cost and expense, perform any environmental site assessment
or other investigation of environmental conditions in connection with
the Property, pursuant to any reasonable written request of Lender,
upon Lender's reasonable belief that the Property is not in full
compliance with all Environmental Laws, and share with Lender the
reports and other results thereof, and Lender and other Indemnified
Parties (as hereinafter defined) shall be entitled to rely on such
reports and other results thereof; (g) Borrower shall, at its sole
cost and expense, comply with all reasonable written requests of
Lender to (i) reasonably effectuate remediation of any Hazardous
Materials in, on, under or from the Property; and (ii) comply with any
Environmental Law; (h) Borrower shall not allow any tenant or other
user of the Property to violate any Environmental Law; and (i)
Borrower shall immediately notify Lender in writing after it has
become aware of (A) any presence or Release or threatened Releases of
Hazardous Materials in, on, under, from or migrating towards the
Property; (B) any non-compliance with any Environmental Laws related
in any way to the Property; (C) any actual or potential Environmental
Lien; (D) any required or proposed remediation of environmental
conditions relating to the Property; and (E) any written or oral
notice or other communication of which Borrower becomes aware from any
source whatsoever (including but not limited to a governmental entity)
relating in any way to Hazardous Materials.

        Section 12.3    LENDER'S RIGHTS.  Lender and any other person
or entity designated by Lender, including but not limited to any
representative of a governmental entity, and any environmental
consultant, and any receiver appointed by any court of competent
jurisdiction, shall have the right, but not the obligation, to enter
upon the Property at all reasonable times upon five (5) days prior
written notice to Borrower, to assess any and all aspects of the
environmental condition of the Property and its use, including but not
limited to conducting any environmental assessment or audit (the scope
of which shall be determined in Lender's sole discretion) and taking
samples of soil, groundwater or other water, air, or building
materials, and conducting other invasive testing.  Borrower shall
cooperate with and provide access to Lender and any such person or
entity designated by Lender.  Lender shall exercise its rights under
this section in a manner which minimizes interference with the
operation of a hotel on the Property.  No invasive testing or boring
shall be done without prior notice to Borrower, and Lender shall
promptly repair any damage caused by its testing.

        Section 12.4    OPERATIONS AND MAINTENANCE PROGRAMS.  Where
recommended by the Environmental Report or as a result of any other
environmental assessment or audit of the Property,  Borrower shall
establish and comply with an operations and maintenance program with
<PAGE>
respect to the Property, in form and substance reasonably acceptable
to Lender, prepared by an environmental consultant reasonably
acceptable to Lender, which program shall address any asbestos
containing material or lead based paint that may now or in the future
be detected at or on the Property.  Without limiting the generality of
the preceding sentence, Lender may require (a) periodic notices or
reports to Lender in form, substance and at such intervals as Lender
may specify, (b) an amendment to such operations and maintenance
program to address changing circumstances, laws or other matters, (c)
at Borrower's sole expense, supplemental examination of the Property
by consultants specified by Lender, (d) access to the Property by
Lender, its agents or servicer, to review and assess the environmental
condition of the Property and Borrower's compliance with any
operations and maintenance program, and (e) variation of the
operations and maintenance program in response to the reports provided
by any such consultants.

                     ARTICLE 13 - INDEMNIFICATIONS

        Section 13.1    GENERAL INDEMNIFICATION.  Borrower shall, at
its sole cost and expense, protect, defend, indemnify, release and
hold harmless the Indemnified Parties (defined below) from and against
any and all Losses (defined below) imposed upon or incurred by or

                                36<PAGE>
<PAGE>
asserted against any Indemnified Parties and directly or indirectly
arising out of or in any way relating to any one or more of the
following: (a) any accident, injury to or death of persons or loss of
or damage to property occurring in, on or about the Property or any
part thereof or on the adjoining sidewalks, curbs, adjacent property
or adjacent parking areas, streets or ways; (b) any use, nonuse or
condition in, on or about the Property or any part thereof or on the
adjoining sidewalks, curbs, adjacent property or adjacent parking
areas, streets or ways; (c) performance of any labor or services or
the furnishing of any materials or other property in respect of the
Property or any part thereof; (d) any failure of the Property to be in
compliance with any Applicable Laws; (e) any and all claims and
demands whatsoever which may be asserted against Lender by reason of
any alleged obligations or undertakings on its part to perform or
discharge any of the terms, covenants, or agreements contained in any
Lease; or (f) the payment of any commission, charge or brokerage fee
to anyone which may be payable in connection with the funding of the
Loan evidenced by the Note and secured by this Security Instrument. 
Any amounts payable to Lender by reason of the application of this
Section 13.1 shall become immediately due and payable and shall bear
interest at the Default Rate from the date loss or damage is sustained
by Lender until paid.

        The term "Losses" shall mean any and all claims, suits,
liabilities (including, without limitation, strict liabilities),
actions, proceedings, obligations, debts, damages, losses, costs,
expenses, fines, penalties, charges, fees, expenses, judgments,
awards, amounts paid in settlement of whatever kind or nature
(including but not limited to attorneys' fees and other costs of
defense).  The term "Indemnified Parties" shall mean (a) Lender, (b)
any prior owner or holder of the Note, (c) any servicer or prior
servicer of the Loan, (d) the officers, directors, shareholders,
partners, members, employees and trustees of any of the foregoing, and
(e) the heirs, legal representatives, successors and assigns of each
of the foregoing.

        Section 13.2    MORTGAGE AND/OR INTANGIBLE TAX.  Borrower
shall, at its sole cost and expense, protect, defend, indemnify,
release and hold harmless the Indemnified Parties from and against any
and all Losses imposed upon or incurred by or asserted against any
Indemnified Parties and directly or indirectly arising out of or in
any way relating to any tax on the making and/or recording of this
Security Instrument, the Note or any of the Other Security Documents.

        Section 13.3    DUTY TO DEFEND; ATTORNEYS' FEES AND OTHER FEES
AND EXPENSES.  Upon written request by any Indemnified Party, Borrower
shall defend such Indemnified Party (if requested by any Indemnified
Party, in the name of the Indemnified Party) by attorneys and other
professionals approved by the Indemnified Parties.  Notwithstanding
the foregoing, any Indemnified Parties may, in their sole discretion,
engage their own attorneys and other professionals to defend or assist
them, and, at the option of Indemnified Parties, their attorneys shall
control the resolution of any claim or proceeding.  Upon demand,
Borrower shall pay or, in the sole discretion of the Indemnified
Parties, reimburse, the Indemnified Parties for the payment of
reasonable fees and disbursements of attorneys, engineers,
environmental consultants, laboratories and other professionals in
connection therewith.

        Section 13.4    ENVIRONMENTAL INDEMNITY.  Simultaneously with
this Security Instrument, Borrower has executed and delivered that
certain environmental indemnity agreement dated the date hereof to
Lender (the "Environmental Indemnity").

<PAGE>
                         ARTICLE 14 - WAIVERS

        Section 14.1    WAIVER OF COUNTERCLAIM.  Borrower hereby
waives the right to assert a counterclaim, other than a mandatory or
compulsory counterclaim, in any action or proceeding brought against
it by Lender arising out of or in any way connected with this Security

                                37<PAGE>
<PAGE>
Instrument, the Note, any of the Other Security Documents, or the
Obligations.

        Section 14.2    MARSHALLING AND OTHER MATTERS.  Borrower
hereby waives, to the extent permitted by law, the benefit of all
appraisement, valuation, stay, extension, reinstatement and redemption
laws now or hereafter in force and all rights of marshalling in the
event of any sale hereunder of the Property or any part thereof or any
interest therein.  Further, Borrower hereby expressly waives any and
all rights of redemption from sale under any order or decree of
foreclosure of this Security Instrument on behalf of Borrower, and on
behalf of each and every person acquiring any interest in or title to
the Property subsequent to the date of this Security Instrument and on
behalf of all persons to the extent permitted by Applicable Laws.

        Section 14.3    WAIVER OF NOTICE.  Borrower shall not be
entitled to any notices of any nature whatsoever from Lender except
(a) with respect to matters for which this Security Instrument
specifically and expressly provides for the giving of notice by Lender
to Borrower and (b) with respect to matters for which Lender is
required by Applicable Laws to give notice, and Borrower hereby
expressly waives the right to receive any notice from Lender with
respect to any matter for which this Security Instrument does not
specifically and expressly provide for the giving of notice by Lender
to Borrower.

        Section 14.4    WAIVER OF STATUTE OF LIMITATIONS.  Borrower
hereby expressly waives and releases to the fullest extent permitted
by law, the pleading of any statute of limitations as a defense to
payment of the Debt.

        Section 14.5    SOLE DISCRETION OF LENDER.  Wherever pursuant
to this Security Instrument (a) Lender exercises any right given to it
to approve or disapprove, (b) any arrangement or term is to be
satisfactory to Lender, or (c) any other decision or determination is
to be made by Lender, the decision of Lender to approve or disapprove,
all decisions that arrangements or terms are satisfactory or not
satisfactory and all other decisions and determinations made by
Lender, shall be in the sole discretion of Lender, except as may be
otherwise expressly and specifically provided herein.

        SECTION 14.6 WAIVER OF TRIAL BY JURY.  BORROWER HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR
OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN EVIDENCED BY
THE NOTE, THE APPLICATION FOR THE LOAN EVIDENCED BY THE NOTE, THE
NOTE, THIS SECURITY INSTRUMENT OR THE OTHER SECURITY DOCUMENTS OR ANY
ACTS OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR
AGENTS IN CONNECTION THEREWITH.

                       ARTICLE 15 - EXCULPATION

        Section 15.1    EXCULPATION.  The provisions of Article 11 of
the Note are hereby incorporated by reference to the fullest extent as
if the text of such Article were set forth in its entirety herein.

                         ARTICLE 16 - NOTICES

        Section 16.1    NOTICES.  Except as expressly provided herein
to the contrary. all notices or other written communications hereunder
shall be deemed to have been properly given (i) upon delivery, if
delivered in person or by facsimile transmission with receipt
acknowledged by the recipient thereof and confirmed by telephone by

                                38<PAGE>
<PAGE>
sender, (ii) one (1) Business Day (defined below) after having been
deposited for overnight delivery with any reputable overnight courier
service, or (iii) three (3) Business Days after having been deposited
in any post office or mail depository regularly maintained by the U.S.
Postal Service and sent by registered or certified mail, postage
prepaid, return receipt requested, addressed to Borrower or Lender, as
the case may be, at the addresses set forth on the first page of this
Security Instrument or addressed as such party may from time to time
designate by written notice to the other parties.

             Either party by notice to the other may designate
additional or different addresses for subsequent notices or
communications.


             For purposes of this Subsection, "Business Day" shall
mean a day on which commercial banks are not authorized or required by
law to close in New York, New York.

                      ARTICLE 17 - APPLICABLE LAW

        Section 17.1    CHOICE OF LAW.  This Security Instrument shall
be governed, construed, applied and enforced in accordance with the
laws of the state in which the Property is located. 

        Section 17.2    PROVISIONS SUBJECT TO APPLICABLE LAW.  All
rights, powers and remedies provided in this Security Instrument may
be exercised only to the extent that the exercise thereof does not
violate any applicable provisions of law and are intended to be
limited to the extent necessary so that they will not render this
Security Instrument invalid, unenforceable or not entitled to be
recorded, registered or filed under the provisions of any Applicable
Laws.

                     ARTICLE 18 - SECONDARY MARKET

        Section 18.1    TRANSFER OF LOAN.  Lender may, at any time,
sell, transfer or assign the Note, this Security Instrument and the
Other Security Documents, and any or all servicing rights with respect
thereto, or grant participations therein (the "Participations") or
issue mortgage pass- through certificates or other securities
evidencing a beneficial interest in a rated or unrated public offering
or private placement (the "Securities").  Lender may forward to each
purchaser, transferee, assignee, servicer, participant, or investor in
such Participations or Securities (collectively, the "Investor") or
any Rating Agency rating such Securities, each prospective Investor,
and any organization maintaining databases on the underwriting and
performance of commercial mortgage loans, all documents and
information which Lender now has or may hereafter acquire relating to
the Debt and to Borrower, any Guarantor, any Indemnitor(s) and the
Property, whether furnished by Borrower, any Guarantor, any
Indemnitor(s) or otherwise, as Lender determines necessary or
desirable.  Borrower irrevocably waives any and all rights it may have
under Applicable Laws to prohibit such disclosure, including but not
limited to any right of privacy.

        Section 18.2    COOPERATION.  Borrower, any Guarantor and any
Indemnitor agree to cooperate with Lender in connection with any
transfer made or any Securities created pursuant to this Section,
including, without limitation, the delivery of an estoppel certificate
required in accordance with Subsection 7.4(c) hereof and such other
documents as may be reasonably requested by Lender.  Borrower shall

                                39<PAGE>
<PAGE>
also furnish and Borrower, any Guarantor and any Indemnitor consent to
Lender furnishing to such Investors or such prospective Investors or
such Rating Agency any and all information concerning the Property,
the Leases, the financial condition of Borrower, any Guarantor and any
Indemnitor as may be requested by Lender, any Investor, any
prospective Investor or any Rating Agency in connection with any sale,
transfer or Participations or Securities.

                          ARTICLE 19 - COSTS

        Section 19.1    PERFORMANCE AT BORROWER'S EXPENSE.  Except as
expressly provided to the contrary herein, Borrower acknowledges and
confirms that Lender shall impose certain reasonable administrative
processing and/or commitment fees in connection with (a) the
extension, renewal, modification, amendment and termination of the
Loan, (b) the release or substitution of collateral therefor, (c)
obtaining certain consents, waivers and approvals with respect to the
Property, or (d) the review of any Lease or proposed Lease or the
preparation or review of any subordination, non-disturbance agreement
(the occurrence of any of the above shall be called an "Event"). 
Borrower further acknowledges and confirms that it shall be
responsible for the payment of all costs of reappraisal of the
Property or any part thereof, whether required by law, regulation,
Lender or any governmental or quasi-governmental authority.  Borrower
hereby acknowledges and agrees to pay, immediately all such reasonable
fees (as the same may be reasonably increased or decreased from time
to time), and any reasonable additional fees of a similar type or
nature which may be imposed by Lender from time to time, upon the
occurrence of any Event.  Wherever it is provided for herein that
Borrower pay any costs and expenses, such costs and expenses shall
include, but not be limited to, all reasonable legal fees and
disbursements of Lender, whether with respect to retained firms, the
reimbursement for the expenses of in-house staff or otherwise.

        Section 19.2    LEGAL FEES FOR ENFORCEMENT.  (a) Borrower
shall pay all reasonable legal fees incurred by Lender in connection
with (i) the preparation of the Note, this Security Instrument and the
Other Security Documents and (ii) the items set forth in Section 19.1
above, and (b) Borrower shall pay to Lender on demand any and all
expenses, including legal expenses and attorneys' fees, incurred or
paid by Lender in protecting its interest in the Property or in
collecting any amount payable hereunder or in enforcing its rights
hereunder with respect to the Property, whether or not any legal
proceeding is commenced hereunder or thereunder, together with
interest thereon at the Default Rate from the date paid or incurred by
Lender until such expenses are paid by Borrower.

                       ARTICLE 20 - DEFINITIONS

        Section 20.1    GENERAL DEFINITIONS.  Unless the context
clearly indicates a contrary intent or unless otherwise specifically
provided herein, words used in this Security Instrument may be used
interchangeably in singular or plural form and the word "Borrower"
shall mean "each Borrower and any subsequent owner or owners of the
Property or any part thereof or any interest therein," the word
"Lender" shall mean "Lender and any subsequent holder of the Note,"
the word "Note" shall mean "the Note and any other evidence of
indebtedness secured by this Security Instrument," the word "person"
shall include an individual, corporation, partnership, limited
liability company, trust, unincorporated association, government,
governmental authority, and any other entity, the word "Property"
shall include any portion of the Property and any interest therein,
and the phrases "attorneys' fees" and "counsel fees" shall include any
and all attorneys', paralegal and law clerk fees and disbursements,<PAGE>
including, but not limited to, fees and disbursements at the pre-
trial, trial and appellate levels incurred or paid by Lender in
protecting its interest in the Property, the Leases and the Rents and
enforcing its rights hereunder.

        Section 20.2    HEADINGS, ETC.  The headings and captions of
various Articles and Sections of this Security Instrument are for
convenience of reference only and are not to be construed as defining
or limiting, in any way, the scope or intent of the provisions hereof.

                                40<PAGE>
<PAGE>
                   ARTICLE 21 - MISCELLANEOUS PROVISIONS

        Section 21.1    NO ORAL CHANGE.  This Security Instrument, and
any provisions hereof, may not be modified, amended, waived, extended,
changed, discharged or terminated orally or by any act or failure to
act on the part of Borrower or Lender, but only by an agreement in
writing signed by the party against whom enforcement of any
modification, amendment, waiver, extension, change, discharge or
termination is sought.

        Section 21.2    LIABILITY.  If Borrower consists of more than
one person, the obligations and liabilities of each such person
hereunder shall be joint and several.  This Security Instrument shall
be binding upon and inure to the benefit of Borrower and Lender and
their respective successors and assigns forever.

        Section 21.3    INAPPLICABLE PROVISIONS.  If any term,
covenant or condition of the Note or this Security Instrument is held
to be invalid, illegal or unenforceable in any respect, the Note and
this Security Instrument shall be construed without such provision.

        Section 21.4    DUPLICATE ORIGINALS; COUNTERPARTS.  This
Security Instrument may be executed in any number of duplicate
originals and each duplicate original shall be deemed to be an
original.  This Security Instrument may be executed in several
counterparts, each of which counterparts shall be deemed an original
instrument and all of which together shall constitute a single
Security Instrument.  The failure of any party hereto to execute this
Security Instrument, or any counterpart hereof, shall not relieve the
other signatories from their obligations hereunder.

        Section 21.5    NUMBER AND GENDER.  Whenever the context may
require, any pronouns used herein shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns
and pronouns shall include the plural and vice versa.

                ARTICLE 22 - SPECIAL GEORGIA PROVISIONS

        Section 22.1    WAIVERS. BY EXECUTION OF THIS SECURITY
INSTRUMENT, BORROWER EXPRESSLY:  (A) ACKNOWLEDGES THE RIGHT TO
ACCELERATE THE INDEBTEDNESS EVIDENCED BY THE NOTE AND THE POWER OF
ATTORNEY GIVEN HEREIN TO GRANTEE TO SELL THE PROPERTY BY NONJUDICIAL
FORECLOSURE UPON DEFAULT BY GRANTOR WITHOUT ANY JUDICIAL HEARING AND
WITHOUT ANY NOTICE OTHER THAN SUCH NOTICE (IF ANY) AS IS SPECIFICALLY
REQUIRED TO BE GIVEN UNDER THE PROVISIONS OF THIS SECURITY INSTRUMENT;
(B) WAIVES ANY AND ALL RIGHTS WHICH BORROWER MAY HAVE UNDER THE
CONSTITUTION OF THE UNITED STATES (INCLUDING THE FIFTH AND FOURTEENTH
AMENDMENTS THEREOF), THE VARIOUS PROVISIONS OF THE CONSTITUTIONS OF
THE SEVERAL STATES, OR BY REASON OF ANY OTHER APPLICABLE LAW, (1) TO
NOTICE AND TO JUDICIAL HEARING PRIOR TO THE EXERCISE BY LENDER OF ANY
RIGHT OR REMEDY HEREIN PROVIDED TO LENDER, EXCEPT SUCH NOTICE (IF ANY)
AS IS SPECIFICALLY REQUIRED TO BE PROVIDED IN THIS SECURITY
INSTRUMENT, AND (2) CONCERNING THE APPLICATION, RIGHTS OR BENEFITS OF
ANY MORATORIUM, REINSTATEMENT, MARSHALLING, FORBEARANCE, APPRAISEMENT,
VALUATION, STAY, EXTENSION, HOMESTEAD, EXEMPTION OR REDEMPTION LAWS;
(C) ACKNOWLEDGES THAT BORROWER HAS READ THIS SECURITY INSTRUMENT AND
ANY AND ALL QUESTIONS REGARDING THE LEGAL EFFECT OF THIS SECURITY
INSTRUMENT AND ITS PROVISIONS HAVE BEEN EXPLAINED FULLY TO BORROWER
AND BORROWER HAS CONSULTED WITH COUNSEL OF BORROWER'S CHOICE PRIOR TO

                                41<PAGE>
<PAGE>
EXECUTING THIS SECURITY INSTRUMENT; AND (D) ACKNOWLEDGES THAT ALL
WAIVERS OF THE AFORESAID RIGHTS OF BORROWER HAVE BEEN MADE KNOWINGLY,
INTENTIONALLY AND WILLINGLY BY BORROWER AS PART OF A BARGAINED-FOR
LOAN TRANSACTION AND THAT THIS SECURITY INSTRUMENT IS VALID AND
ENFORCEABLE BY LENDER AGAINST BORROWER IN ACCORDANCE WITH ALL THE
TERMS AND CONDITIONS HEREOF.

        Section 22.2    CANCELLATION AND SURRENDER.  Should the Debt
be paid according to the tenor and effect thereof when the same shall
become due and payable, and should Borrower perform all covenants
herein contained and contained in the Loan Documents in a timely
manner, then this Security Instrument shall be cancelled and
surrendered.

                   ARTICLE 23 - Franchise Provisions

        Section 23.1    FRANCHISE AGREEMENT.  Notwithstanding any
provision of Section 3.11 to the contrary, the Improvements shall be
operated under the terms and conditions of that certain Franchise
Agreement, dated as of December 29, 1998, between  SUBURBAN FRANCHISE
SYSTEMS, INC. ("Franchisor") and Borrower (as from time to time
amended, modified, extended, restated, renewed, supplemented or
replaced, the "Franchise Agreement").  Borrower shall (i) pay all sums
required to be paid by Borrower under the Franchise Agreement, (ii)
diligently perform and observe all of the terms, covenants and
conditions of the Franchise Agreement on the part of Borrower to be
performed and observed, and (iii) promptly notify Lender of the giving
of any notice to Borrower of any default by Borrower in the
performance or observance of any of the terms, covenants or conditions
of the Franchise Agreement on the part of Borrower to be performed and
observed and deliver to Lender a true copy of each such notice. 
Borrower shall not, without the prior consent of the Lender, surrender
the Franchise Agreement or terminate or cancel the Franchise Agreement
or modify, change, supplement, alter or amend the Franchise Agreement,
in any respect, either orally or in writing, and Borrower hereby
assigns to Lender as further security for the payment of the Debt and
for the performance and observance of the terms, covenants and
conditions of this Security Instrument, all the rights, privileges and
prerogatives of Borrower to surrender the Franchise Agreement or to
terminate, cancel, modify, change, supplement, alter or amend the
Franchise Agreement in any respect, and any such surrender of the
Franchise Agreement or termination, cancellation, modification,
change, supplement, alteration or amendment of the Franchise Agreement
without the prior consent of Lender shall be void and of no force and
effect.  If Borrower shall default in the performance or observance of
any material term, covenant or condition of the Franchise Agreement on
the part of Borrower to be performed or observed, then, without
limitation to any of the other provisions of this Security Instrument,
and without waiving or releasing Borrower from any of its obligations
hereunder, Lender shall have the right, but shall be under no
obligation, to pay any sums and to perform any act or take any action
as may be appropriate to cause all the terms, covenants and conditions
of the Franchise Agreement on the part of Borrower to be performed or
observed to be promptly performed or observed on behalf of Borrower,
and to the end that the rights of Borrower in, to and under the
Franchise Agreement shall be kept unimpaired and free from default. 
Lender and any Person designated by Lender shall have, and are hereby
granted, the right to enter upon the Property at any time and from
time to time, upon five (5) days prior written notice and using legal
proceedings to gain entry for the purpose of taking any such action. 

                                42<PAGE>
<PAGE>
If Franchisor shall deliver to Lender a copy of any notice sent to
Borrower of default under the Franchise Agreement, such notice shall
constitute full protection to Lender for any action taken or omitted
to be taken by Lender in good faith in reliance thereon.  Borrower
shall use commercially reasonable efforts to obtain from Franchisor
such certificates of estoppel with respect to compliance by Borrower
with the terms of the Franchise Agreement as may be requested by
Lender from time to time.  Borrower shall exercise each individual
option, if any, to extend or renew the term of the Franchise Agreement
upon demand by Lender made at any time within one (1) year prior to
the last day upon which any such option may be exercised, and Borrower
hereby expressly authorizes and appoints Lender as its attorney-in-
fact to exercise any such option in the name of and upon behalf of
Borrower, which power of attorney shall be irrevocable and shall be
deemed to be coupled with an interest.

        Section 23.2    FRANCHISE AGREEMENT.  The Franchise Agreement
is in full force and effect, all franchise fees, reservation fees,
royalties and other sums due thereunder have been paid in full to
date, and neither Borrower nor Franchisor is in default thereunder.

          ARTICLE 24 - SPECIAL PARTIAL DEFEASANCE PROVISIONS

          Section 24.1     PARTIAL DEFEASANCE OF INDIVIDUAL SUBURBAN
LODGES Notwithstanding any provision contained in any of the Loan
Documents to the contrary, Borrower agrees that no part of the
Property may be released from the liens of any of the Loan Documents
or the liens created under this Agreement except in accordance with
this Section.  At any time after the earlier of (i) the second
anniversary of the date that is the "Startup day," within the meaning
of Section 860G(a) (9) of the Internal Revenue Code of 1986, as
amended from time to time or any successor statute, of a "real estate
mortgage, investment conduit" within the meaning of Section 860D of
the Code that holds the Note or (ii) four (4) years from the date
hereof, and prior to the Maturity Date of the Note, the Borrower may
defease a portion of the Note (a "Defeasance Event") and cause either
that certain hotel commonly known as Forest Park, Georgia ("Forest
Park") or that certain hotel commonly known as Roswell, Georgia
("Roswell") or that certain hotel commonly known as Maudlin Road,
Greenville ("Maudlin Road") or that certain hotel commonly known as
North Central, Dallas ("North Central") or that certain hotel commonly
known as South Dayton, Ohio ("South Dayton")(each, individually, a
"Defeased Property") to be released from the lien created hereby and
by the related Loan Documents, but only upon the satisfaction of all
of the following conditions:

               (i)     Borrower agrees that the amount of the
Loan allocated to Forest Park is $2,330,000 and to Roswell is
$3,500,000 and to Maudlin Road is $2,700,000 and to North Central is
$3,750,000 and to South Dayton is $2,500,000 (the "Allocated Loan
Amounts").  The Allocated Loan Amounts shall be reduced (i) pro rata
to the extent of any amortization of the principal amount of the Loan,
and (ii) in the event of a prepayment of the Note as a result of the
application of insurance proceeds or condemnation awards, in such
portion as to each property as Lender shall reasonably determine.

               (ii)     The principal balance of the Note to be
partially defeased shall be equal to at least one hundred twenty-five
percent (125%) of the Allocated Loan Amount for the Defeased Property.
<PAGE>
               (iii)     Borrower shall prepare all necessary
documents to amend and restate the Note and to substitute the
following notes:  one note having a principal balance equal to the
defeased portion of the Note on account of such Defeasance Event (the
"New Defeased Note"); and the other note (the "Undefeased Note")
having a principal balance equal to the difference between (A) the
principal balance of the Note immediately prior to such Defeasance
Event and (B) the amount of the New Defeased Note; the New Defeased
Note and the Undefeased Note shall have identical terms as the
original Note except for the principal balance; the New Defeased Note
shall not be subject to further defeasance.

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<PAGE>
<PAGE>

               (iv)     Borrower shall have taken all necessary
action to defease the lien of the Security Instrument applicable to
the Defeased Property in accordance with Section 6 of the Note and
shall have made all payments and delivered to Lender all certificates,
documents and instruments required in connection therewith.

               (v)     Lender shall have received from Borrower
at least thirty (30) days' prior written notice of the date proposed
for such defeasance (the "Defeasance Date") and the identification of
the Defeased Property.

               (vi)     No Event of Default under any of the Loan
Documents shall have occurred and be continuing as of the date of such
notice and the Defeasance Date.

               (vii)     In no event would such a Defeasance
Event result in a decrease in the ratio of net operating income
(calculated on an annual basis) from the remaining Property to the
annual debt service on the Undefeased Note (both determined in
accordance with generally accepted accounting principles after giving
effect to the payment and application of the release price and the
release of the Defeased Property), unless such ratio following such
Defeasance Event, overall (in the aggregate) is equal to or greater
than 1.40:1 for the trailing twelve (12) months on the remaining
Property.

              (viii)     After giving effect to such Defeasance
Event, the ratio of the outstanding principal balance of the
Undefeased Note to the appraised value (as determined by Lender) of
the remaining Property is no more than 75%.

              (ix)     Lender shall have received from the
Borrower with respect to the matters referred to in clauses (vii) and
(viii) above statements of the cash flow and debt service compiled by
a certified public accountant acceptable to Lender in accordance with
generally accepted accounting principles consistently applied in form
and substance reasonably acceptable to Lender; certified rent rolls
showing that the standard set forth in clause (ix) above has been
satisfied; and a certificate of the Chief Financial Officer of
Borrower (or comparable individual) stating that such statements and
calculations are true, correct and complete in all material respects
and certifying that all conditions precedent to the defeasance of the
Defeased Property contained in this Section have been complied with;

               (x)     Borrower shall have paid all accrued and
unpaid interest and all other charges payable in connection with a
partial defeasance of the Note.

               (xi)     Borrower shall have paid all of Lender's
reasonable costs and expenses, including, without limitation,
reasonable attorneys' fees and expenses, in connection with the
release of the Defeased Property.

              (xii)     The portion of the Property which remains
subject to the lien of this Security Instrument following such
Defeasance Event shall be legal lots or parcels in compliance with all
subdivision laws and ordinances, including but not limited to any
requirements for number of parking spaces.

             (xiii)     At Borrower's sole cost, a CLTA Form 111
endorsement or equivalent shall be issued to Lender, insuring the
continued validity and priority of this Security Instrument from any
impairment resulting from the defeasance.
                                44<PAGE>
<PAGE>
                  (xiv)     Neither the acceptance of any payment nor
the defeasance pursuant to this Section shall affect Borrower's
obligation to repay all amounts owing under the Loan Documents or the
lien of this Security Instrument on the remainder of the Property not
defeased.

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<PAGE>
<PAGE>
        IN WITNESS WHEREOF, THIS SECURITY INSTRUMENT has been executed
by Borrower the day and year first above written.

             BORROWER:

SLAM PROPERTIES I, L.L.C.,
a Georgia limited liability company

By:     SLAM PROPERTIES MANAGEMENT I, L.L.C.,
        a Georgia limited liability company,
        Its Manager

                  By:   SUBURBAN MANAGEMENT, INC.
                        a Georgia corporation,
                        Its Manager

             By: /s/ David Krischer
             Name: David Krischer
             Title:____________________

                        [CORPORATE SEAL]


Signed, sealed and delivered
in the presence of :


____________________________
Witness


____________________________
Notary Public


My Commission Expires:___________________________

        (NOTARIAL SEAL)



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