EXHIBIT 10.2

                                                            Loan Nos. 03-0213838
                                                                      03-0213839
                                                                      03-0213840


                   AGREEMENT REGARDING INDENTURE AND MORTGAGES

         This AGREEMENT  REGARDING INDENTURE AND MORTGAGES (this "Agreement") is
     made as of January 1, 2001 between LASALLE BANK NATIONAL ASSOCIATION (f/k/a
     LaSalle National Bank), as Indenture Trustee for EQI FINANCING  PARTNERSHIP
     I, L.P.  COMMERCIAL  MORTGAGE  BONDS,  SERIES  1997-1  (ALender@),  and EQI
     FINANCING  PARTNERSHIP  I,  L.P.,  a  Tennessee  limited  partnership  (the
     ABorrower@).

                                    RECITALS

         WHEREAS,  Borrower is the owner of a fee estate in  twenty-one  various
     hotel  properties  listed in Exhibit "A", which Exhibit is attached  hereto
     and made a part hereof by this reference  (collectively,  the  AProperty@),
     and the hotels (collectively, the AHotels) located on the Property;

         WHEREAS,  Lender is the  indenture  trustee  under an  indenture  dated
     February 6, 1997 (the AIndenture@)  under which Borrower has issued certain
     bonds (the ABonds@);

         WHEREAS,  the Bonds are secured by various  mortgages,  deeds of trust,
     deeds to  secure  debt and  similar  instruments  in favor of  Lender  (the
     AExisting  Mortgages@)  encumbering the Property,  which Existing Mortgages
     are  identified  in Exhibit "B"  attached  hereto and made a part hereof by
     this  reference.  The Existing  Mortgages  and any other  documents now and
     hereafter  evidencing,  securing  or  otherwise  relating  to the Bonds are
     hereinafter collectively referred to as the ASecurity Documents@;

         WHEREAS,  pursuant  to a certain  Consolidated  Lease  Amendment  dated
     November 15, 1996,  as amended by a certain  Successor  Consolidated  Lease
     Amendment  dated  February 6, 1997  (collectively  and as so  modified  and
     amended,  the AOriginal  Leases@),  Crossroads/Memphis  Financing  Company,
     L.L.C. (AOriginal Lessee@) had leased the Premises from Borrower;

         WHEREAS, the Original Leases have been terminated, and Borrower and ENN
     Leasing Company I, L.L.C., a Delaware limited liability company  (ATenant@)
     have  entered into a  Consolidated  Lease  Agreement of even date  herewith
     (hereinafter  referred to as the  ALease@),  pursuant  to which  Tenant has
     leased the Property from Borrower;

         WHEREAS,  Lender,  Tenant and Borrower have entered into a Consolidated
     Lease Estoppel and Subordination  Agreement (hereinafter referred to as the
     "Lease Subordination"),








<PAGE>



     dated of even date herewith, pursuant to which the Lease is subordinated to
     the Existing Mortgages;

         WHEREAS,  Tenant has entered into certain management agreements of even
     date herewith providing for the provision of management  services to Tenant
     with respect to the Hotels (each such management  agreement is individually
     referred to herein as a  AManagement  Agreement@  and  collectively  as the
     AManagement  Agreements@  and each manager under a Management  Agreement is
     individually  referred to herein as a  AManager@  and  collectively  as the
     AManagers@);

         WHEREAS,   each  Manager  and  Tenant  have  entered  into  a  separate
     assignment and  subordination of management  agreement (each such agreement
     is   individually   referred   to   herein  as  a   "Management   Agreement
     Subordination"    and    collectively   as   the   "Management    Agreement
     Subordinations"),  dated of even date herewith, in favor of Lender pursuant
     to which the Management  Agreements have been  subordinated to the Existing
     Mortgages;

         WHEREAS,  Tenant,  Lender and Borrower have entered into a Security and
     Lockbox  Agreement  (hereinafter  referred to as the "Lockbox  Agreement"),
     dated of even date  herewith,  to provide for the  payment of cash  amounts
     otherwise due Tenant to a bank account  controlled by or maintained for the
     benefit of Midland Loan Services,  Inc.  ("Servicer"),  acting as Agent for
     Lender, as more particularly provided in the Lockbox Agreement;

         WHEREAS,  in connection with the execution of the Lease, Lender desires
     that the Borrower and Tenant enter into this Agreement,  in accordance with
     the terms of the Existing  Mortgages and the Indenture,  to clarify certain
     defined  terms and  provisions  contained  in the Security  Documents  that
     reference  the  Original  Lease and to include  references  to the  Lockbox
     Agreement, the Lease Subordination, and the Management Agreement
     Subordinations;

         NOW,   THEREFORE,   in  consideration  of  the  premises  and  the  due
     performance of the  commitments and agreements  hereinafter set forth,  and
     other  valuable  consideration,  the receipt and  sufficiency  of which are
     hereby acknowledged, the parties hereto agree as follows:

         1.     Definitions.  Undefined capitalized terms used in this Agreement
     shall have the same meaning given such terms in the Security Documents.

         2.     Existing Mortgages.  Lender and Borrower hereby agree that
     certain terms and provisions of the Existing Mortgages shall be clarified
     from and after the date hereof as follows:

         (a) Section 5.16(b) of the Existing Mortgages shall be deemed to state,
     from and after the date hereof,  as follows,  for purposes of incorporating
     the  form  of   subordination   agreement   applicable  to  the  Management
     Agreements:

               "(b)  such replacement lessee executes an agreement substantially
               similar  to  the  Subordination  Agreement  and such  replacement
               manager  executes  an  agreement  substantially  similar  to  the
               Management Agreement Subordination."

                                        2



<PAGE>



         (b) Section 5.21(a) of the Existing Mortgages shall be deemed to state,
     from and after the date hereof,  as follows,  for purposes of conforming to
     the terms of the new Lease.

                  "The Beneficiary  acknowledges that the Borrower is a party to
         a lease  agreement  (the  "Lease")  with Lessee,  pursuant to which the
         entire Mortgaged  Property has been leased to the Lessee.  The Borrower
         represents  and  warrants  that it has not  entered  into any  lease or
         occupancy agreement of any kind or nature with respect to the Mortgaged
         Property  other than the Lease.  The Borrower shall not amend or modify
         the Lease or cancel or terminate the Lease (except in connection with a
         Lease Event of Default or a termination  otherwise  expressly permitted
         under the Lease) without the prior written consent of the  Beneficiary,
         which  consent will be given upon  confirmation  from the Rating Agency
         that  such  action  will  not  cause  a  qualification,  withdrawal  or
         downgrading  of the ratings then  maintained  by the Rating Agency with
         respect to the Bonds.  To the extent  any  obligation  of the  Borrower
         hereunder  is an  obligation  to be  performed  by the Lessee under the
         Lease, the Borrower shall fulfill such obligation by causing the Lessee
         to perform such obligations."

         3.      Indenture.  Lender and Borrower hereby agree that certain terms
     and provisions of the Indenture shall be clarified from and after the date
     hereof as follows:

         (a) Any  references  in Section  5.21 of the  Indenture to the "Comfort
     Letter"  attached as Exhibit J to the  Indenture  shall be deemed to refer,
     from and after the date hereof,  to the forms of comfort  letters  attached
     hereto as Exhibit "C".

         (b) The Glossary of terms attached to the Indenture shall  incorporate,
     from and after the date of this Agreement, the following new definitions of
     existing  defined  terms,  and the defined terms existing prior to the date
     hereof shall no longer be in full force and effect:

                  "'Lease' shall mean, with respect to each Mortgaged  Property,
         the  agreement  pursuant to which the Borrower  rents and leases to the
         Lessee  and the  Lessee  rents  and  leases  from  the  Borrower,  such
         Mortgaged  Property,  which  agreement is  evidenced by a  Consolidated
         Lease  Agreement,  dated as of January 1, 2001,  between  Borrower  and
         Lessee embodying the Lease for each of the Mortgaged Properties.

                  'Lessee' shall mean ENN Leasing Company I, L.L.C.

                  'Loan Documents' shall mean the Mortgages,  the  Subordination
         Agreement,  the  Indenture,  the  Bonds,  the  Lockbox  Agreement,  the
         Management   Agreement   Subordination,   and  all  other   agreements,
         instruments,   certificates   and  documents   (including  all  Uniform
         Commercial Code financing statements) delivered by or on

                                        3





<PAGE>



         behalf of the  Borrower  or its  Affiliates  to  evidence or secure the
         Bonds or otherwise in  satisfaction  of the  requirements  of documents
         identified above.

                  'Subordination  Agreement' shall mean the  Consolidated  Lease
         Estoppel  and  Subordination  Agreement,  dated as of  January 1, 2001,
         among the Lessee, the Issuer and the Indenture Trustee.

                  'Management  Agreement'  shall mean the management  agreements
         between Lessee and the Manager relating to the management and operation
         of the Hotels by the Manager.

                  'Manager' shall mean, individually and collectively,
         Crossroads Hospitality Company, L.L.C., a Delaware limited liability
         company, Crestline Hotels & Resorts, Inc., a Delaware corporation, and
         Promus Hotels, Inc., a Delaware corporation, or any substitute manager
         approved by Beneficiary in accordance with the terms and conditions of
         the applicable Mortgage."

         (c)   The Glossary of terms attached to the Indenture shall incorporate
     the following new defined terms:

                  "'Lockbox  Agreement'  shall  mean the  Security  and  Lockbox
         Agreement,  dated as of January 1, 2001, executed by Lessee, Issuer and
         Indenture Trustee.

                  'Management Agreement  Subordination' shall mean, individually
         and  collectively,  the  Assignment  and  Subordination  of  Management
         Agreements,  dated as of January 1, 2001,  executed  by Lessee and each
         Manager in favor of Indenture Trustee."

         4.     Representations and Warranties. Borrower represents and warrants
     to Lender as follows:

         (a) Borrower has made  available to Lender a correct and complete  copy
     of the Lease and all amendments  thereto.  As of the date hereof, the Lease
     is  unmodified  and in full force and effect and  Borrower is not,  and, to
     Borrower's knowledge, Tenant is not in default under the Lease.

         (b) As of the date hereof, the Management Agreements applicable to each
     of the Mortgaged Properties are unmodified and in full force and effect and
     Borrower is not, and, to Borrower's knowledge, the Lessee is not in default
     under the Management Agreements.

         (c) The execution,  delivery and  performance of this Agreement and the
     transactions  contemplated hereby (i) are within the authority of Borrower,
     (ii) have been duly authorized by all necessary  proceedings on the part of
     Borrower,  (iii) do not and will not conflict  with or result in any breach
     or  contravention of any provision of law,  statute,  rule or regulation to
     which Borrower is subject or any judgment, order, writ, injunction,

                                        4



<PAGE>



     license or permit applicable to Borrower, (iv) do not and will not conflict
     with or  constitute  a default  (whether  with the  passage  of time or the
     giving of  notice,  or both)  under  any  provision  of the  organizational
     documents  of  Borrower,  or any  agreement,  contract or other  instrument
     binding  upon  Borrower or any of its  properties  or to which  Borrower is
     subject, and (v) do not and will not result in or require the imposition of
     any lien or other encumbrance on any of the properties, assets or rights of
     Borrower,  other than the liens and  encumbrances  created by the  Security
     Documents.

         (d)  This  Agreement   constitutes   the  valid  and  legally   binding
     obligations of Borrower enforceable in accordance with the respective terms
     and provisions hereof.

         (e) The execution,  delivery and  performance of this Agreement and the
     transactions  contemplated hereby do not require the approval or consent of
     Borrower,  its general and limited  partners and their partners,  directors
     and  shareholders,  or the  authorization,  consent,  or approval of or any
     license or permit  issued by, or any filing or  registration  with,  or the
     giving of any notice to, any court, department,  board, commission or other
     governmental agency or authority other than those already obtained.

         5. Ratification.  Except as hereinabove set forth, all terms, covenants
     and provisions of the Security Documents remain unaltered and in full force
     and effect,  and the parties hereto do hereby  expressly ratify and confirm
     the Security Documents as clarified herein. Nothing in this Agreement shall
     be deemed or construed to constitute, and there has not otherwise occurred,
     a  novation,   cancellation,   satisfaction,   release,  extinguishment  or
     substitution  of the  indebtedness  evidenced by the Indenture or the other
     obligations of Borrower under the Security Documents.

         6.    Expenses.  All expenses, including without limitation, reasonable
     legal fees, incurred by Lender in connection with the preparation,
     negotiation and closing of this Agreement and the transactions contemplated
     hereby shall be paid by Borrower.

         7.       Counterparts.  This Agreement may be executed in any number of
     counterparts which shall together constitute but one and the same
     agreement.

         8.  Recording.  Borrower  hereby  agrees  that  this  Agreement  may be
     recorded at any time in the jurisdictions where the Existing Mortgages were
     recorded, in Lender's sole discretion,  following an Event of Default or at
     any time that Lender  believes in its  reasonable  business  judgment  that
     recording is necessary  (a) to comply with the  requirements  of applicable
     law, (b) to properly maintain its collateral,  or (c) as otherwise required
     to  be  consistent  with  sound  servicing  practices  and  standards.  Any
     recording  or  filing  fees  incurred  as a  result  thereof  shall  be the
     responsibility of Borrower.

         9.     Governing Law. This Agreement shall be governed and construed in
     accordance with the laws of the state of New York, except that at all times
     any provisions herein relating to or affecting the Existing Mortgages shall
     be governed by and construed

                                        5





<PAGE>



     in accordance with the laws of the state in which the Property  relating to
     such Existing Mortgage is located.

         10.   Successors and Assigns.  This Agreement shall be binding upon and
     shall inure to the benefit of the parties hereto and their respective
     permitted successors, successors-in-title and assigns as provided in the
     Security Documents.

                  [remainder of page intentionally left blank]





                                        6



<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have hereto set their hands and
     affixed their seals as of the day and year first above written.

                                    BORROWER:

                                    EQI FINANCING PARTNERSHIP I, L.P.

                                    By:  EQI Financing Corporation, its general
                                         partner


                                    By:    /S/ Howard A. Silver
                                           -------------------------------------
                                    Name:  Howard A. Silver
                                           -------------------------------------
                                    Title: President
                                           -------------------------------------







<PAGE>





                                    LENDER:

                                    LASALLE BANK NATIONAL  ASSOCIATION (f/k/a
                                    LaSalle National Bank), as Indenture Trustee
                                    for EQI FINANCING PARTNERSHIP I, L.P.
                                    COMMERCIAL MORTGAGE BONDS, SERIES 1997-1

                                    BY: MIDLAND LOAN SERVICES, INC., a Delaware
                                        corporation, its attorney-in-fact

                                    By:    /s/ C.J. Sipple
                                           -------------------------------------
                                    Name:  C.J. Sipple
                                           -------------------------------------
                                    Title: E.V.P. and Servicing Officer
                                           -------------------------------------






<PAGE>







                                   EXHIBIT "A"

                                  The Property

     Hampton InnCSarasota, FL

     Hampton InnCFt. Worth, TX

     Hampton InnCChicago (Gurnee), IL

     Hampton InnCKnoxville (Alcoa, TN

     Hampton InnCAnn Arbor, MI

     Comfort InnCJacksonville Beach, FL

     Hampton InnCMilford, CT

     Hampton InnCChicago (Naperville), IL

     Holiday InnCCharleston (Mt. Pleasant), SC

     Hampton InnCLouisville, KY

     Hampton InnCJacksonville, FL

     Hampton InnCMeriden, CT

     Hampton InnCIndianapolis, IN

     Hampton InnCCleveland (Westlake), OH

     Hampton InnCCollege Station, TX

     Hampton InnCAustin, TX

     Hampton InnCFayetteville, NC

     Holiday InnCWinston-Salem, NC

     Residence InnCOmaha, NE

     Hampton InnCGastonia, NC

     Hampton InnCColumbus, GA








<PAGE>






                                   EXHIBIT "B"

                             The Existing Mortgages

         The Following Existing Mortgages,  dated as of February 6, 1997, by EQI
         Financing  Partnership I, L.P., as Borrower,  to and for the benefit of
         LaSalle National Bank, the indenture trustee, as Beneficiary:

         1.    Mortgage, Assignment of Leases and Rents, Security Agreement and
               Fixture Filing Statement for Hampton Inn Sarasota, FL

         2.    Deed of Trust, Assignment of Leases and Rents, Security Agreement
               and Fixture Filing Statement for Hampton Inn Ft. Worth, TX

         3.    Mortgage, Assignment of Leases and Rents, Security Agreement and
               Fixture Filing Statement for Hampton Inn Chicago (Gurnee), IL

         4.    Deed of Trust, Assignment of Leases and Rents, Security Agreement
               and Fixture Filing Statement for Hampton Inn Knoxville (Alcoa),
               TN

         5.    Mortgage, Assignment of Leases and Rents, Security Agreement and
               Fixture Filing Statement for Hampton Inn Ann Arbor, MI

         6.    Mortgage, Assignment of Leases and Rents, Security Agreement and
               Fixture Filing Statement for Comfort Inn Jacksonville Beach, FL

         7.    Mortgage, Assignment of Leases and Rents, Security Agreement and
               Fixture Filing Statement for Hampton Inn Milford, CT

         8.    Mortgage, Assignment of Leases and Rents, Security Agreement and
               Fixture Filing Statement for Hampton Inn Chicago (Naperville), IL

         9.    Mortgage, Assignment of Leases and Rents, Security Agreement and
               Fixture Filing Statement for Holiday Inn Charleston (Mt.
               Pleasant), SC

         10.   Mortgage, Assignment of Leases and Rents, Security Agreement and
               Fixture Filing Statement for Hampton Inn Louisville, KY

         11.   Mortgage, Assignment of Leases and Rents, Security Agreement and
               Fixture Filing Statement for Hampton Inn Jacksonville, FL

         12.   Mortgage, Assignment of Leases and Rents, Security Agreement and
               Fixture Filing Statement for Hampton Inn Meriden, CT

         13.   Mortgage, Assignment of Leases and Rents, Security Agreement and
               Fixture Filing Statement for Hampton Inn Indianapolis, IN





<PAGE>








         14.   Open-End Mortgage, Assignment of Leases and Rents, Security
               Agreement and Fixture Filing Statement for Hampton Inn Cleveland
               (Westlake), OH

         15.   Deed of Trust, Assignment of Leases and Rents, Security Agreement
               and Fixture Filing Statement for Hampton Inn College Station, TX

         16.   Deed of Trust, Assignment of Leases and Rents, Security Agreement
               and Fixture Filing Statement for Hampton Inn Austin, TX

         17.   Deed of Trust, Assignment of Leases and Rents, Security Agreement
               and Fixture Filing Statement for Hampton Inn Fayetteville, NC

         18.   Deed of Trust, Assignment of Leases and Rents, Security Agreement
               and Fixture Filing Statement for Holiday Inn Winston-Salem, NC

         19.   Deed of Trust, Assignment of Leases and Rents, Security Agreement
               and Fixture Filing Statement for Residence Inn Omaha, NE

         20.   Deed of Trust, Assignment of Leases and Rents, Security Agreement
               and Fixture Filing Statement for Hampton Inn Gastonia, NC

         21.   Deed to Secure Debt, Assignment of Leases and Rents, Security
               Agreement and Fixture Filing Statement for Hampton Inn Columbus,
               GA

         [Copies of the Existing Mortgages omitted for purposes of this filing]