Form of Fixed Rate Note


    
      

      

    

     

    
 

    Exhibit
      10.2

    Loan
      No. ________

    


    


    FORM
      OF DEED OF TRUST NOTE

    


    $______________                                                                                        May
      ___,
      2007

    


    FOR
      VALUE RECEIVED EQI
      ________ PARTNERSHIP, L.P.,
      a
      Tennessee limited partnership having an address at c/o Equity Inns, Inc., 7700
      Wolf River Boulevard, Germantown, Tennessee 38138 ("Maker")
      promises to pay to the order of
      CAPMARK BANK,
      a Utah
      Industrial Bank (together with its successors or assigns or any servicers
      selected by the holder(s) of this Note from time to time in its sole discretion
      to service the Loan, "Payee"),
      at
      one of its principal places of business at 6955 Union Park Center, Suite 330,
      Midvale, Utah 84047, Attn: President, or at such place as the holder hereof
      may
      from time to time designate in writing, the principal sum of ___________ Dollars
      ($______) (the "Loan"),
      in
      lawful money of the United States of America, with interest thereon to be
      computed on the unpaid principal balance from time to time outstanding at the
      Interest Rate (as such term is defined in Section 1(a) hereof), and to be paid
      in installments on the first (1st) day of each calendar month (each, a
      "Monthly
      Payment Date")
      as
      follows:

    


    (a)
       commencing
      on July 1, 2007 and on each Monthly Payment Date thereafter through and
      including June 1, 2012, interest in arrears calculated at the Interest Rate
      on
      the basis of a three hundred sixty (360) day year and charged on the principal
      balance outstanding from time to time for the actual number of days
      elapsed;

    


    (b) commencing
      on July 1, 2012 and on each Monthly Payment Date thereafter through and
      including the Monthly Payment Date immediately prior to the Maturity Date (as
      defined below), a constant payment of principal and interest in the amount
      of
      __________ Dollars ($______) (the "Monthly
      Debt Service Payment Amount");
      each
      such constant payment (i) shall be computed based on a three hundred sixty
      (360) day year comprised of twelve (12) months of thirty (30) days each and
      an
      amortization schedule of three hundred sixty (360) months and (ii)(A) shall
      be applied to the payment of interest then due and payable; and (B) the balance
      applied toward the reduction of the principal sum, except as otherwise provided
      in the Loan Documents (as hereinafter defined); and 

    


    (c)  the
      balance of said principal sum together with all accrued and unpaid interest
      thereon shall be due and payable on the first (1st) day of June, 2017 (the
      "Maturity
      Date").
      Interest on the principal sum of this Note (whether under subsection (a), (b)
      or
      (c) hereof) shall be calculated on the basis of a three-hundred-sixty (360)
      day
      year and shall be charged on the principal balance outstanding from time to
      time
      for the actual number of days elapsed. All amounts due under this Note shall
      be
      payable without setoff, counterclaim or any other deduction
      whatsoever.

    


    Maker
      has
      the option, effective any time during the term of the Loan, to arrange for
      the
      automatic wire transfer on the Monthly Payment Date of the Monthly Debt Service
      Payment Amount 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    from
      Maker’s bank account to an account designated by Payee pursuant to the terms and
      conditions of an automatic payment authorization form.

    


    1. Calculation
      of Interest; Application of Payments.

    


    (a) The
      term
      "Interest
      Rate"
      as used
      in this Note shall mean from the date of this Note through and including the
      date this Note is paid in full, a rate of Five and Fifty-Three One Hundredths
      percent (5.53%).

    


    (b) Payments
      under this Note shall be applied first to the payment of interest and other
      costs and charges due in connection with this Note or the Debt (as such term
      is
      defined in Section 4 hereof), as Payee may determine in its sole discretion,
      and
      then to reduction of the outstanding principal balance. All amounts due under
      this Note shall be payable without setoff, counterclaim or any other deduction
      whatsoever.

    


    (c) From
      and
      after the date of this Note, interest shall accrue on the unpaid principal
      balance from time to time outstanding on this Note at the Interest Rate. All
      of
      the Debt shall be due and payable on the Maturity Date.

    


    (d) MAKER
      UNDERSTANDS AND ACKNOWLEDGES THAT THIS NOTE AND THE OTHER LOAN DOCUMENTS DO
      NOT
      PROVIDE FOR FULL AMORTIZATION OF THE PRINCIPAL SUM AND, THEREFORE, UPON THE
      MATURITY DATE OR EARLIER ACCELERATION, A BALLOON PAYMENT OF THE THEN OUTSTANDING
      BALANCE OF THE PRINCIPAL SUM WILL BE REQUIRED, ALONG WITH PAYMENT IN FULL OF
      OTHER SUMS DUE HEREUNDER.

    


    2. Security
      for the Loan.

    


    (a) This
      Note
      is secured by: (i) that certain Deed of Trust, Assignment of Leases and Rents,
      Security Agreement and Fixture Filing dated as of the date hereof from Maker
      to
      Payee (the "Deed
      of Trust")
      affecting the real property and improvements identified therein (the
      "Property");
      (ii)
      that certain Assignment of Assignment of Leases, Rents and Profits, affecting
      the Property and dated as of the date hereof from Maker to Payee (the
      "Assignment
      of Assignment");
      (iii)
      that certain Assignment of Leases, Rents and Profits from ENN ______ L.L.C.,
      a
      Delaware limited liability company ("ENN")
      to
      Maker (the "Assignment");
      (iv)
      an Environmental Indemnity Agreement dated as of the date hereof among Payee,
      Maker, Equity Inns, Inc., a Tennessee corporation (“Guarantor”)
      (the
      "Environmental
      Agreement");
      (v) a
      Guaranty of Recourse Obligations dated as of the date hereof from Guarantor
      for
      the benefit of Payee (the "Guaranty");
      (vi)
      that certain Assignment of Assignment of Contracts, Licenses, Permits,
      Agreements, Warranties and Approvals dated as of the date hereof from Maker
      to
      Payee (the "Assignment
      of Contract Assignment");
      (vii) that certain Assignment of Contracts, Licenses, Permits, Agreements,
      Warranties and Approvals dated as of the date hereof from ENN to Maker (the
      "Contract
      Assignment");
      (viii) a Replacement Reserve Agreement dated as of the date hereof from Maker
      for the benefit of Payee (the "Replacement
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Reserve
      Agreement");
      (ix)
      a Consent and Subordination Agreement dated as of the date hereof by and between
      Maker, Payee and [MANAGER] (the "Consent
      Subordination Agreement");
      (x) a
      Subordination Agreement dated as of the date hereof by and between Maker, Payee
      and ENN (the "Subordination
      Agreement");
      (xi)
      and such other documents now or hereafter executed by Maker and/or others and
      by
      or in favor of Payee, which wholly or partially secure or guarantee payment
      of
      this Note including, without limitation, any collateral assignments, reserve
      and/or escrow accounts and Uniform Commercial Code Financing Statements (such
      other documents, collectively, the "Other
      Security Documents").

    


    (b) As
      used
      herein, the term "Loan
      Documents"
      means,
      collectively, this Note, the Deed of Trust, the Assignment, the Assignment
      of
      Assignment, the Environmental Agreement, the Guaranty, the Consent Subordination
      Agreement, the Contract Assignment, the Assignment of Contract Assignment,
      the
      Replacement Reserve Agreement, the Subordination Agreement, the Other Security
      Documents and any and all other documents executed in connection with the
      Loan.

    


    3. Late
      Charge.
      If any
      sum payable under this Note is not paid prior to the tenth (10th)
      day
      after the date such payment is due (other than when the entire Debt is due
      on
      the Maturity Date or earlier accelerated maturity date), Maker shall pay to
      Payee on demand an amount equal to the lesser of: (i) five percent (5%) of
      such
      overdue and unpaid sum or (ii) the maximum lawful rate of interest permitted
      on
      the overdue obligation outstanding for the period for which such amount is
      overdue, to defray the expenses incurred by Payee in handling and processing
      such delinquent payment and to compensate Payee for the loss of the use of
      such
      delinquent payment, and such additional amount shall be secured by the Deed
      of
      Trust and the other Loan Documents. The additional payments required under
      this
      paragraph shall be in addition to and shall in no way limit any other rights
      and
      remedies provided for in this Note, the Deed of Trust or any of the Loan
      Documents, as well as all other remedies provided by law.

    


    4. Events
      of Default.
      The
      entire outstanding principal balance of this Note, together with all accrued
      and
      unpaid interest thereon and all other sums due under the Loan Documents (all
      such sums, collectively, the "Debt"),
      or
      any portion thereof, shall without notice become immediately due and payable
      at
      the option of Payee: (a) if any payment required in this Note is not paid prior
      to the fifth (5th) day after the date when due or on the Maturity Date; (b)
      upon
      the occurrence of any other default under this Note, which continues more than
      thirty (30) days following written notice thereof from Payee; provided, however,
      that if the cure of such default cannot reasonably be accomplished within such
      thirty (30) day period and Maker shall have promptly and diligently commenced
      to
      cure such default within such thirty (30) day period, then the period to cure
      shall be deemed extended for up to an additional sixty (60) days from Payee's
      notice of such default so long as Maker diligently and continuously proceeds
      to
      cure such default to Payee's satisfaction; or (c) upon the happening of any
      other Event of Default under and as defined in the Deed of Trust, not cured
      beyond the applicable cure period (each of the foregoing, an "Event
      of Default").
      In
      the event that Payee retains counsel to collect the Debt or to protect or
      foreclose the security provided in connection herewith, Maker also agrees to
      pay
      on demand all costs of collection incurred by Payee, 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    including
      attorneys' fees for the services of counsel whether or not suit is brought.
      In
      addition, the prevailing party shall be entitled to recover attorney fees in
      any
      suit or action on appeal.

    


    5. Default
      Rate Interest.
      Maker
      does hereby agree that upon the occurrence of an Event of Default, including
      Maker's failure to pay the Debt in full on the Maturity Date, Payee shall be
      entitled to receive, and Maker shall pay, interest on the entire outstanding
      principal balance and any other amounts due at the rate equal to the Interest
      Rate plus five percent (5%) (the "Default
      Rate"),
      but
      not to exceed the maximum nonusurious rate permitted by applicable law. Interest
      shall accrue and be payable at the Default Rate from the occurrence of the
      Event
      of Default until all such Events of Default have been fully cured. The Default
      Rate interest shall be deemed secured by the Deed of Trust. This provision,
      however, shall not be construed as an agreement or privilege to extend the
      date
      of the payment of the Debt, nor as a waiver of any other right or remedy
      accruing to Payee by reason of the occurrence of any Event of Default. The
      additional payments required under this paragraph shall be in addition to and
      shall in no way limit any other rights and remedies provided for in this Note,
      the Deed of Trust or any of the Loan Documents, as well as all other remedies
      provided by law.

    


    6. Prepayment

    


    (a) Other
      than as set forth in Section 7 hereof, and in accordance with Section 68 of
      the
      Deed of Trust, Maker shall have no right to prepay all or any portion of the
      Loan during the period commencing on the date hereof to but not including the
      Monthly Payment Date which is one (1) month prior to the Maturity Date. From
      and
      after one (1) month prior to the Maturity Date, the Loan may be prepaid in
      whole, but not in part, at any time, together with accrued interest to the
      date
      of such prepayment on the principal amount prepaid and together with all of
      Payee's fees and expenses related thereto, without penalty or premium,
provided that
      if a
      prepayment is made other than on a Monthly Payment Date, Maker shall pay
      interest on the amount prepaid through and including the last day of the
      calendar month in which the prepayment occurs. Any such prepayment shall be
      subject, in each case, to the satisfaction of the condition precedent that
      Maker
      shall provide not less than thirty (30) days' prior written notice to Payee
      specifying the Monthly Payment Date (or, if applicable, any other date) on
      which
      such prepayment is to occur and indicating the principal amount of this Note
      to
      be so prepaid. Except as set forth above, this Note may not be prepaid prior
      to
      the Maturity Date; provided,
      however,
      at any
      time after the date which is the earlier of three (3) years from the date hereof
      or two (2) years after the Loan is securitized and is at least one (1) month
      prior to the Maturity Date, Maker shall have the right and option to release
      the
      Property (as defined in the Deed of Trust) from the lien of the Deed of Trust
      in
      accordance with the terms and provisions set forth in Section 68 of the Deed
      of
      Trust.

    


    (b) Notwithstanding
      anything herein to the contrary, no prepayment consideration or the Prohibited
      Prepayment Fee (as defined below) shall be due in the event that Payee elects
      to
      apply the proceeds of a condemnation award or insurance settlement on a Property
      towards the reduction of the principal balance of this Note pursuant to the
      terms of the Deed of Trust. At Payee's option, (i) the monthly payments of
      principal and interest on the Loan shall be reduced to an amount which would
      amortize the reduced outstanding principal balance of the Loan over the
      remaining 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    amortization
      term, or (ii) the monthly payments of principal and interest shall not be
      modified and the partial prepayment shall be applied to the payments of
      principal otherwise due on the remaining monthly payment date(s) in inverse
      order of maturity, and the term of the Loan shall be reduced, if necessary,
      to
      reflect the actual Loan amortization schedule as modified by the application
      of
      this clause (ii).

    


    7. Repayment
      Upon Default

    


    If
      all or
      any part of the principal amount of this Note is prepaid upon acceleration
      of
      the Loan or otherwise following the occurrence of an Event of Default prior
      to
      the Monthly Payment Date which is one (1) month immediately preceding the
      Maturity Date, then, in addition to such principal payment, Maker shall be
      required to pay the Prohibited Prepayment Fee to Payee. As used herein, the
      "Prohibited
      Prepayment Fee"
      shall
      be a prepayment premium equal to the sum of three percent (3%) of the
      outstanding principal balance of the Note plus
      the
      Yield Maintenance Payments (as defined below). As used herein, "Yield
      Maintenance Payments"
      shall
      mean an amount equal to the greater of (i) one percent (1%) of the
      outstanding principal balance of the Note, and (ii) the excess, if any, of
      (a) the sum of (1) the aggregate respective present values of all scheduled
      interest payments payable on each Monthly Payment Date in respect of this Note
      (or the portion of all such interest payments corresponding to the portion
      of
      the principal of this Note to be prepaid upon acceleration) for the period
      from
      the date of such prepayment upon acceleration to the Monthly Payment Date which
      is one (1) month immediately preceding the Maturity Date, discounted monthly
      at
      a rate equal to the Treasury Constant Maturity Yield Index and based on a
      360-day year of twelve 30-day months and (2) the aggregate respective present
      values of all scheduled principal payments payable on each Monthly Payment
      Date
      in respect of this Note (or the then unpaid portion thereof to be prepaid upon
      acceleration) assuming the then outstanding principal balance of this Note
      is
      paid in full on the Monthly Payment Date which is one (1) month immediately
      preceding the Maturity Date, discounted monthly at a rate equal to the Treasury
      Constant Maturity Yield Index and based on a 360-day year of twelve 30-day
      months minus
      (b) the
      then current outstanding principal amount of this Note (or the then unpaid
      portion thereof to be prepaid upon acceleration). The Yield Maintenance Payments
      to be paid in connection with any prepayment under this Section 7 shall be
      determined in good faith by Payee and shall be conclusive and binding on Maker
      (absent mani-fest error). For purposes of this Section 7, the amount of
      this Note (or the portion of the principal of this Note to be prepaid upon
      acceleration) on the date of prepayment shall be determined after giving effect
      to any payment of scheduled amortization made on such date. For purposes hereof,
      "Treasury
      Constant Maturity Yield Index"
      shall
      mean the average yield for "This Week" as reported by the Federal Reserve Board
      in Federal Reserve Statistical Release H.15(519) ("FRB
      Release")
      published during the second full week preceding the prepayment date (caused
      by
      acceleration of the Loan following the occurrence of an Event of Default) for
      instruments having a maturity coterminous with the remaining term of this Note.
      In the event the FRB Release is no longer published, Payee shall select a
      comparable publication to determine the Treasury Constant Maturity Yield Index.
      If there is no Treasury Constant Maturity Yield Index for instruments having
      a
      maturity coterminous with the remaining term of this Note, then the weighted
      average yield to maturity of the Treasury Constant Maturity Yield Indices with
      maturities next longer and shorter than such remaining average life to maturity
      shall be used, calculated by averaging (and rounding upward to the nearest
      whole
      multiple 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    of
      1/100
      of 1% per annum, if the average is not such a multiple) the yields of the
      relevant Treasury Constant Maturity Yield Indices (rounded, if necessary, to
      the
      nearest 1/100 of 1% with any figure of 1/200 or above rounded
      upward).

    


    8. Limitations
      on Recourse.
      (a)
      Subject to the qualifications set forth in this Section, neither Maker nor
      Guarantor nor any partner, member, shareholder, officer or director of either
      of
      them (collectively, the "Maker
      Group")
      shall
      be personally liable either at law or in equity for the repayment of the Debt
      or
      the failure of performance of any other obligation evidenced by the Note or
      contained in the Deed of Trust or the Other Security Documents, and Payee will
      satisfy any judgments, orders or decrees on account of the failure to repay
      such
      Debt and/or the failure to perform any such obligation, from the Property and
      any other real or personal property, tangible or intangible, as Maker, Guarantor
      or any other entity shall have pledged or assigned to secure this Note by any
      of
      the Loan Documents, except that Payee may bring a foreclosure action, an action
      for specific performance or any other appropriate action or proceeding to enable
      Payee to enforce and realize upon this Note, the Deed of Trust, the Other
      Security Documents, and the interests in the Property and any other collateral
      given to Payee pursuant to the Deed of Trust and the Other Security Documents;
      provided,
      however,
      that,
      except as specifically provided in this Section, any judgment in any such action
      or proceeding shall be enforceable against Maker Group only to the extent of
      Maker Group's interest in the Property and in any other collateral given to
      Payee. Payee, by accepting this Note, the Deed of Trust and the Other Security
      Documents, agrees that it shall not sue for, seek or demand any deficiency
      judgment against Maker Group in any such action or proceeding, under, by reason
      of or in connection with the Deed of Trust, the Other Security Documents or
      this
      Note. The provisions of this Section shall not, however: (i) constitute a
      waiver, release or impairment of any obligation evidenced or secured by the
      Deed
      of Trust, the Environmental Agreement, the Guaranty or the Other Security
      Documents or this Note; (ii) impair the right of Payee to name Maker as a party
      defendant in any action or suit for foreclosure and sale under the Deed of
      Trust; (iii) affect the validity or enforceability of any guaranty or indemnity
      made in connection with the Deed of Trust, this Note or the Other Security
      Documents; (iv) impair the right of Payee to obtain the appointment of a
      receiver; (v) impair the right of Payee to bring suit with respect to fraud
      or
      misrepresentation by Maker or Maker Group in connection with the Deed of Trust,
      this Note, the Environmental Agreement, the Guaranty or the Other Security
      Documents; (vi) affect the validity or enforceability of the Environmental
      Agreement or limit the liability of Maker or Guarantor thereunder; or (vii)
      affect the validity or enforceability of the Guaranty or limit the liability
      of
      Guarantor thereunder.

    


    (b) Nothing
      herein shall be deemed to be a waiver of any right which Payee may have under
      Section 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy
      Code to file a claim for the full amount of the Debt secured by the Deed of
      Trust or to require that all collateral shall continue to secure all of the
      debt
      owing to Payee in accordance with this Note, the Deed of Trust, the
      Environmental Agreement, the Guaranty and the Other Security
      Documents.

    


    (c) NOTWITHSTANDING
      THE FOREGOING PROVISIONS OF THIS SECTION OR ANY OTHER PROVISION IN THE LOAN
      DOCUMENTS, MAKER AND GUARANTOR, JOINTLY AND SEVERALLY, SHALL BE FULLY LIABLE
      FOR
      AND SHALL INDEMNIFY 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PAYEE
      FOR
      ANY OR ALL LOSS, COST, LIABILITY, JUDGMENT, CLAIM, DAMAGE OR EXPENSE SUSTAINED,
      SUFFERED OR INCURRED BY PAYEE (INCLUDING, WITHOUT LIMITATION, PAYEE'S ATTORNEYS'
      FEES) ARISING OUT OF OR ATTRIBUTABLE OR RELATING TO:

    


    (i) FRAUD
      OR
      MISREPRESENTATION BY MAKER GROUP OR GUARANTOR IN CONNECTION WITH THE
      LOAN;

    


    (ii)
       THE
      GROSS
      NEGLIGENCE OR WILLFUL MISCONDUCT OF MAKER GROUP OR GUARANTOR, THEIR RESPECTIVE
      AGENTS OR EMPLOYEES (NOT INCLUDING LESSEES OR PROPERTY MANAGERS), OR PHYSICAL
      WASTE OF THE PROPERTY BY MAKER OR GUARANTOR;

    


    (iii)
       THE
      BREACH OF PROVISIONS IN THE DEED OF TRUST OR THE ENVIRONMENTAL AGREEMENT
      CONCERNING ENVIRONMENTAL LAWS, HAZARDOUS SUBSTANCES AND ASBESTOS (AS EACH SUCH
      TERM IS DEFINED IN THE DEED OF TRUST), AND ANY INDEMNIFICATION OF PAYEE IN
      THE
      DEED OF TRUST OR ANY OTHER LOAN DOCUMENT WITH RESPECT TO SUCH ENVIRONMENTAL
      LAWS, HAZARDOUS SUBSTANCES AND ASBESTOS;

    


    (iv)
       THE
      REMOVAL OR DISPOSAL OF ANY PORTION OF THE PROPERTY AFTER DEFAULT UNDER THIS
      NOTE, THE DEED OF TRUST, THE ENVIRONMENTAL AGREEMENT, THE GUARANTY OR ANY OTHER
      LOAN DOCUMENT;

    


    (v)
       THE
      MISAPPLICATION OR CONVERSION BY MAKER OR GUARANTOR OF: (A) ANY INSURANCE
      PROCEEDS PAID BY REASON OF ANY LOSS, DAMAGE OR DESTRUCTION TO THE PROPERTY;
      (B)
      ANY AWARDS OR OTHER AMOUNTS RECEIVED IN CONNECTION WITH THE CONDEMNATION OF
      ALL
      OR A PORTION OF THE PROPERTY; OR (C) RENTS, ISSUES, PROFITS, PROCEEDS, ACCOUNTS
      OR OTHER AMOUNTS RECEIVED BY MAKER OR GUARANTOR (IN THE CASE OF CLAUSE (C)
      FOLLOWING AN EVENT OF DEFAULT UNDER THIS NOTE, THE DEED OF TRUST, THE
      ENVIRONMENTAL AGREEMENT, THE GUARANTY OR ANY OTHER LOAN DOCUMENT);

    


    (vi) Maker's
      failure to pay taxes, assessments, charges for labor or materials or other
      charges that may result in liens on any portion of the Property; provided,
      however, that Maker's and Guarantor's liability hereunder shall cease with
      respect to such amounts incurred from and after such time, if any, that Payee
      forecloses the Deed of Trust or accepts a deed in lieu of foreclosure of the
      Deed of Trust;

    


    (vii) MAKER'S
      FAILURE TO PAY INSURANCE DEDUCTIBLES OR PREMIUMS IN RESPECT OF ANY INSURANCE
      REQUIRED UNDER THE LOAN DOCUMENTS TO BE MAINTAINED IN RESPECT OF THE PROPERTY;
      PROVIDED, 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    HOWEVER,
      THAT MAKER'S AND GUARANTOR'S LIABILITY HEREUNDER SHALL CEASE WITH RESPECT TO
      SUCH AMOUNTS INCURRED FROM AND AFTER SUCH TIME, IF ANY, THAT PAYEE FORECLOSES
      THE DEED OF TRUST OR ACCEPTS A DEED IN LIEU OF FORECLOSURE OF THE DEED OF
      TRUST;

    


    (viii)
       THE
      DEDUCTIBLE AMOUNT OF ANY INSURANCE MAINTAINED IN RESPECT OF THE
      PROPERTY;

    


    (ix)
       THE
      COSTS
      INCURRED BY PAYEE (INCLUDING ATTORNEYS' FEES) IN CONNECTION WITH THE COLLECTION
      OR ENFORCEMENT OF THE DEBT;

    


    (x) MAKER'S
      FAILURE TO MAKE THE PROPERTY REPAIRS OR ALTERATIONS REQUIRED UNDER THE LOAN
      DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ALTERATIONS REQUIRED IN ORDER TO
      COMPLY WITH THE AMERICANS WITH DISABILITIES ACT;

    


    (xi) MAKER'S
      FAILURE TO PERMIT ON-SITE INSPECTIONS OF THE PROPERTY OR TO PROVIDE FINANCIAL
      REPORTS AND INFORMATION PERTAINING TO THE PROPERTY AS REQUIRED BY THE DEED
      OF
      TRUST, UNLESS, IN EITHER CASE, SUCH FAILURE IS THE RESULT OF A GOOD FAITH ERROR
      AND IS CURED WITHIN TEN (10) DAYS AFTER NOTICE;

    


    (xii)
       ANY
      SECURITY DEPOSITS OR ADVANCE DEPOSITS COLLECTED WITH RESPECT TO THE PROPERTY
      WHICH ARE NOT DELIVERED TO PAYEE UPON A FORECLOSURE OF THE PROPERTY OR ACTION
      IN
      LIEU THEREOF;

    


    (xiii) MAKER
      FAILS TO OBTAIN PAYEE'S WRITTEN CONSENT TO ANY SUBORDINATE FINANCING;

    


    (xiv) MAKER'S
      FAILURE TO OBTAIN PAYEE'S PRIOR WRITTEN CONSENT TO ANY TRANSFER OF THE PROPERTY
      OR OF ANY OWNERSHIP INTEREST IN MAKER; AND

    


    (xv) MAKER
      FAILS TO COMPLY WITH THE PROVISIONS OF SECTION 11 OF THE DEED OF TRUST
      PERTAINING TO ITS SINGLE-PURPOSE ENTITY STATUS.

    


    (d) Notwithstanding
      the foregoing, the agreement of Payee not to pursue recourse liability as set
      forth in subsection (a) above SHALL BE AND BECOME NULL AND VOID and shall be
      of
      no further force or effect if: (i) any financial information concerning Maker
      or
      Guarantor provided by Maker or Guarantor or any of their respective employees
      or
      agents is fraudulent in any respect, contains any fraudulent information or
      misrepresents in any material respect the financial condition of Maker or such
      Guarantor; (ii) a voluntary bankruptcy or insolvency proceeding is commenced
      by
      Maker or Maker’s managing member/general partner; or (iii) an involuntary



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    bankruptcy
      or insolvency proceeding is commenced by any party against Maker or Maker’s
      managing member/general partner and is not unconditionally dismissed within
      ninety (90) days of filing. Upon the occurrence of any of the foregoing events,
      Maker and Guarantor shall have full joint and several recourse liability for
      all
      sums due under the Loan Documents.

    


    (e) Nothing
      in this Section shall be interpreted or construed to impair, limit the liability
      of or otherwise affect the terms, conditions, requirements and obligations
      of
      Guarantor under the Guaranty or Maker or Guarantor under the Environmental
      Agreement.

    


    9. No
      Usury
      The
      provisions of this Note and of all agreements between Maker and Payee, whether
      now existing or hereafter arising and whether written or oral, including, but
      not limited to, the Loan Documents, are hereby expressly limited so that in
      no
      contingency or event whatsoever, whether by reason of demand or acceleration
      of
      the maturity of this Note or otherwise, shall the amount contracted for,
      charged, taken, reserved, paid or agreed to be paid (defined as "Interest” for
      purposes of this section) to Payee for the use, forbearance or detention of
      the
      money loaned under this Note exceed the maximum nonusurious amount permissible
      under applicable law. If, from any circumstance whatsoever (including, without
      limitation, the receipt of any late charge or similar amount), performance
      or
      fulfillment of any provision hereof or of any agreement between Maker and Payee
      shall, at the time performance or fulfillment of such provision shall be due,
      exceed the limit for Interest prescribed by law or otherwise transcend the
      limit
      of validity prescribed by applicable law, then ipso facto the obligation to
      be
      performed or fulfilled shall be reduced to such limit, and if, from any
      circumstance whatsoever, Payee shall ever receive anything of value deemed
      Interest by applicable law in excess of the maximum lawful amount, an amount
      equal to any excessive Interest shall be applied to the reduction of the
      principal balance owing under this Note in the inverse order of its maturity
      (whether or not then due) or at the option of Payee be paid over to Maker,
      and
      not to the payment of Interest. All Interest (including any amounts or payments
      judicially or otherwise under the law deemed to be Interest) contracted for,
      charged, taken, reserved, paid or agreed to be paid to Payee shall, to the
      extent permitted by applicable law, be amortized, prorated, allocated and spread
      throughout the full term of this Note including any extensions and renewals
      hereof until payment in full of the principal balance of this Note so that
      the
      Interest thereon for such full term will not exceed at any time the maximum
      nonusurious amount permitted by applicable law. Maker hereby agrees that as
      a
      condition precedent to any claim seeking usury penalties against Payee, Maker
      will provide written notice to Payee, advising Payee in reasonable detail of
      the
      nature and amount of the violation, and Payee shall have sixty (60) days after
      receipt of such notice in which to correct such usury violation, if any, by
      either refunding such excess interest to Maker or crediting such excess interest
      against this Note and/or any other indebtedness then owing by Maker to Payee.
      To
      the extent that Payee is relying on Chapter ___, as amended, of the [APPLICABLE
      STATE FINANCE CODE] to determine the maximum nonusurious amount of Interest
      permitted by applicable law on the principal of this Note, Payee will utilize
      the weekly rate ceiling from time to time in effect as provided in such Chapter
      ___, as amended. To the extent United States federal law permits a greater
      amount of interest than is permitted under [STATE] law, Payee will rely on
      United States federal law instead of such Chapter ___, as amended, for the
      purpose of determining the maximum nonusurious amount permitted by applicable
      law. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Additionally,
      to the extent permitted by applicable law now or hereafter in effect, Payee
      may,
      at its option and from time to time, implement any other method of computing
      the
      maximum lawful rate under such Chapter ___, as amended, or under other
      applicable law by giving notice, if required, to Maker as provided by applicable
      law now or hereafter in effect. In no event shall the provisions of Chapter
      ___
      of the [APPLICABLE STATE FINANCE CODE] (which regulates certain revolving credit
      loan accounts and revolving tri-party accounts) apply to the indebtedness
      evidenced hereby. This Section 2.3 will control all agreements between Maker
      and
      Payee.

    


    10. Transfers
      Not Permitted
      Without
      the prior written consent of Payee, Maker shall not sell, convey, alienate,
      mortgage, encumber, pledge or otherwise transfer, or permit the transfer of,
      directly or indirectly, the Property or ownership interests of Maker or Maker's
      general partner except for transfers otherwise permitted in the Deed of
      Trust.

    


    11. Authority
      Maker
      represents that Maker has full power, authority and legal right to execute,
      deliver and perform its obligations pursuant to this Note, the Deed of Trust
      and
      the other Loan Documents to which it is a party and that this Note, the Deed
      of
      Trust and the other Loan Documents constitute valid and binding obligations
      of
      Maker.

    


    12. Notices
      All
      notices or other communications required or permitted to be given pursuant
      hereto shall be given in the manner specified in the Deed of Trust directed
      to
      the parties at their respective addresses as provided therein.

    


    13. Loan
      Assumption The
      Loan
      may not be assumed by any third party prior to the date which is the earlier
      of
      (i) one (1) year from the date hereof, (ii) one (1) month after the Loan is
      securitized or (iii) such earlier date as Payee shall determine in its sole
      discretion. Thereafter, two (2) transfers of the Property or legal or beneficial
      interests in the Property or Maker will be allowed, subject to the prior written
      consent of Payee, by a third party approved by Payee in its reasonable
      discretion. Any approved assumption shall be subject to delivery to Payee of
      an
      (a) assumption agreement, and related certificates, agreements and opinions,
      in
      form and substance reasonably acceptable to Payee, delivery of appropriate
      ratification/assumption agreements and legal opinions; (b) an assumption fee
      equal to (i) with respect to the first assumption hereunder, one half of one
      percent (0.50%) of the then unpaid principal balance of the Loan and (ii) with
      respect to the second assumption hereunder, one percent (1.0%) of the then
      unpaid principal balance of the Loan; (c) payment of all costs and expenses
      incurred by Payee in connection with the assumption; and (d) written
      confirmation from all applicable rating agencies that such assumption will
      not
      cause such rating agency to withdraw, downgrade or qualify any then-current
      ratings for any securities backed by a pool of mortgage loans that includes
      the
      Loan. 

    


    14. Governing
      Law THE
      NOTE
      SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      IN
      WHICH THE REAL PROPERTY ENCUMBERED BY THE DEED OF TRUST IS LOCATED, WITHOUT
      REGARD FOR CONFLICTS OF LAWS PRINCIPLES OR OTHERWISE, AND THE APPLICABLE LAWS
      OF
      THE UNITED STATES OF AMERICA.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    15. Time
      of Essence
      Time is
      of the essence of each liability and obligation of Maker hereunder.

    


    16. Certain
      Waivers
      To the
      fullest extent permitted by law, Maker and all guarantors, sureties and
      endorsers, severally waive all applicable exemption rights, whether under any
      state constitution, homestead laws or otherwise, and also severally waive
      diligence, valuation and appraisement, presentment for payment, protest and
      demand, notice of protest, notice of default, notice of intention to accelerate
      all sums under the Note or the Loan Documents, notice of acceleration of all
      sums under the Note or the Loan Documents, demand and dishonor and diligence
      in
      collection and nonpayment of this Note and all other notices in connection
      with
      the delivery, acceptance, performance, default, or enforcement of the payment
      of
      this Note (except notice of default and any other notice as specifically
      provided for in this Note, the Deed of Trust or the Loan Documents). To the
      fullest extent permitted by law, Maker further waives all benefit that might
      accrue to Maker by virtue of any present or future laws exempting any Property,
      or any other property, real or personal, or the proceeds arising from any sale
      of any such property, from attachment, levy, or sale under execution, or
      providing for any stay of execution to be issued on any judgment recovered
      on
      this Note or in any action to foreclose the Deed of Trust, injunction against
      sale pursuant to power of sale, exemption from civil process or extension of
      time for payment. Maker agrees that any real estate that may be levied upon
      pursuant to a judgment obtained by virtue of this Note, or any writ of execution
      issued thereon, may be sold upon any such writ in whole or in part in any order
      desired by Payee. In
      addition, to the extent permitted by applicable law, Maker hereby agrees that
      Payee may bring separate actions on this Note and on any of the Loan Documents
      and Maker waives any rights it may have under the law of the state in which
      any
      Property is located to object to or raise a defense in any such action regarding
      such splitting of causes of action. Notwithstanding anything to the contrary
      contained in this Note or the other Loan Documents, Sections ____ through ____
      of the [APPLICABLE STATE PROPERTY CODE] are not being waived.

    


    17. Effect
      of Waiver
      No
      failure to exercise, and no delay in exercising any right, power or remedy
      hereunder or under any other Loan Document shall impair any right, power or
      remedy which Payee may have, nor shall any such delay be construed to be a
      waiver of any of such rights, powers or remedies, or an acquiescence in any
      breach or default under this Note or any other Loan Document, nor shall any
      waiver of any breach or default of Maker hereunder or under any other Loan
      Document be deemed a waiver of any default or breach subsequently occurring.
      The
      rights and remedies herein specified are cumulative and not exclusive of any
      rights or remedies which Payee would otherwise have.

    


    18. Severability
      of Provisions
      In case
      any one or more of the provisions contained in this Note should be invalid,
      illegal or unenforceable in any respect, the validity, legality and
      enforceability of the remaining provisions contained herein shall not in any
      way
      be affected or impaired thereby.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    19. Successors
      and Assigns
      This
      Note shall be binding upon and inure to the benefit of Maker, Payee and their
      respective successors and assigns; provided,
      however,
      that,
      except as specifically provided herein or in the Deed of Trust, Maker may not
      directly or indirectly, sell, assign or otherwise transfer all or any part
      of
      the Property or any interest therein, or any of Maker's rights and obligations
      under this Note, or take or permit any other action prohibited by the Deed
      of
      Trust, without the prior written consent of Payee, which Payee may give or
      withhold in its absolute discretion. 

    


    20. Transfer
      of Loan
      (a)
      Payee may, at any time, sell, transfer or assign this Note, the Deed of Trust
      and the other Loan Documents, and any or all servicing rights with respect
      thereto, or grant participations therein or issue mortgage pass-through
      certificates or other securities evidencing a beneficial interest in a rated
      or
      unrated public offering or private placement. Payee may forward to each
      purchaser, transferee, assignee, servicer, participant or investor in such
      securities or any credit rating agency rating such securities (collectively,
      the
      "Investor")
      and
      each prospective Investor, all documents and information which Payee now has
      or
      may hereafter acquire relating to Maker, Guarantor and the Property, whether
      furnished by Maker, Guarantor or otherwise as Payee determines necessary or
      desirable consistent with full disclosure for purposes of marketing and
      underwriting the Loan; provided,
      however,
      that
      Payee shall use reasonable efforts not to unnecessarily disclose Maker's and
      Guarantor’s confidential information. Maker shall furnish and hereby consents to
      Payee furnishing to such Investors or such prospective Investors any and all
      information concerning Maker, Guarantor and the Property as may be reasonably
      requested by Payee, any Investor or any prospective Investor in connection
      with
      any sale, transfer or participation interest.

    


    (b) Upon
      any
      transfer or proposed transfer contemplated above and by the Loan Documents,
      at
      Payee's request, Maker and Guarantor shall provide an estoppel certificate,
      certifying as to the then true state of facts, to the Investor or any
      prospective Investor in such form, substance and detail as Payee, such Investor
      or prospective Investor may require.

    


    21. Securitization
      and Transfer.
      Payee
      may
      sell the Loan, interests in the Loan, issue securities backed by or evidencing
      ownership of the Loan in one or more public or private offerings and/or further
      tranche the Loan or divide the Loan into two or more component parts or notes
      (as described more fully in Section 22 below) and/or pledge the Loan (or any
      interest therein) at any time without Maker's or Guarantor’s consent. Maker
      shall cooperate with Payee in connection with the sale, participation, pledge
      or
      the securitization of all or a part of the Loan and obtaining ratings from
      one
      or more rating agencies, which cooperation shall include (i) providing
      additional information regarding the Property, Maker or any of its affiliates
      or
      Guarantor, including without limitation, additional appraisals, environmental
      reports, engineering reports and similar due diligence materials, and updates,
      verifications and consents with respect to such materials that were delivered
      on
      or prior to the Closing Date (as defined in the Deed of Trust), (ii) supplying
      such documentation, financial statements, and reports that may be required
      to
      comply with Regulation S-X of the federal securities law, (iii) making
      modifications to the Loan Documents or the organizational documents, revisions
      to existing opinions or supplying additional opinions, (iv) delivering
      additional Manager and Franchisor estoppel letters, subordination agreements
      or
      similar agreements and (v) participating 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (including
      senior management of Maker) in meetings and presentations to the rating agencies
      and prospective investors, provided that no such modification, revision,
      additional documents, or other action in connection with such cooperation shall
      materially increase the substantive obligations or materially decrease the
      substantive rights of Maker or Guarantor pursuant to the Loan Documents. The
      cost of providing such additional opinions, additional documents, revisions
      to
      existing opinions or modifications to the Loan Documents or other actions in
      connection with such cooperation shall be borne by Payee, except Maker will
      pay
      the cost of making reasonable amounts of photocopies and postage. At the request
      of Payee, Maker shall make such representations and warranties as of the date
      of
      the securitization as are customary for Makers to make in securitization
      transactions, review any factual information or disclosures with respect to
      the
      Property, Maker, and its affiliates contained in any private placement
      memorandum, prospectus, registration statement, or other offering materials
      relating to any sale or securitization of the Loan, and Maker and its sponsor
      or
      parent, as applicable, shall indemnify Payee against any loss or expense
      incurred as a result of any misstatements or omissions in any written offering
      material approved by Maker, its general partner or any of their
      affiliates.

    


    22. Note
      Structure.
      Payee
      shall have the right, in its sole discretion, between the Closing Date and
      a
      sale, participation or securitization of the Loan, to require that the Loan
      be
      divided into two or more separate (or component) notes, of which the aggregate
      weighted average coupon rate shall, as of the sale or securitization, equal
      the
      initial Interest Rate on the Loan on the Closing Date (adjusted to account
      for
      amortization), but each of which may have a different interest rate and a
      different amortization schedule, which notes may be included in separate
      transactions, and which notes may be secured by pari-passu or senior/subordinate
      deeds of trust and security agreements. In no event shall such bifurcation
      of
      this Note affect the overall loan economics expected by Maker or Guarantor
      or
      alter Maker's or Guarantor’s substantive rights or obligations under the Loan
      Documents.

    


    23. Remedies
      Available.
      The
      remedies of Payee, as provided herein or in any other Loan Document, shall
      be
      cumulative and concurrent, and may be pursued singularly, successively or
      together, at the sole discretion of Payee, and may be exercised as often as
      occasion therefor shall arise. No act of omission or commission of Payee,
      including specifically any failure to exercise any right, remedy or recourse,
      shall be deemed to be a waiver or release of the same, and any waiver or release
      with reference to any one event shall not be construed as continuing or as
      a bar
      to, or as a waiver or release of, any subsequent right, remedy or recourse
      as to
      a subsequent event.

    


    24. Maker's
      Covenants.
      Maker
      agrees that (a) the obligation evidenced by this Note is an exempted transaction
      under the Truth-in-Lending Act, 15 U.S.C. '
      1601,
et seq.
      (1982);
      (b) said obligation constitutes a business loan within the purview of the law
      of
      the state in which the Property is located, for the purpose of the application
      of any laws that distinguish between consumer loans and business loans and
      that
      have as their purpose the protection of consumers in the state in which the
      Property is located; and (c) it hereby waives any objections to
      venue.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    25. Extension
      of Time.
      Maker
      consents to any extension of time for the payment hereof, release of all or
      any
      part of the security for the payment hereof or release of any party liable
      for
      Maker's liabilities or obligations hereunder or under any of the other Loan
      Documents. Any such extension or release may be made without notice to Maker
      and
      without discharging Maker's liability.

    


    26. Payee.
      Reference in this Note to "Payee"
      shall
      mean the original Payee hereunder so long as such Payee shall be the holder
      of
      this Note and thereafter shall mean any subsequent holder of this
      Note.

    


    27. WAIVER
      OF JURY TRIAL.
      MAKER
      AND PAYEE EACH HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE
      OF
      RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT
      ANY
      SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS NOTE, THE DEED
      OF
      TRUST, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION
      ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN
      KNOWINGLY AND VOLUNTARILY BY MAKER AND PAYEE, AND IS INTENDED TO ENCOMPASS
      INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH RIGHT TO TRIAL BY JURY
      WOULD OTHERWISE ACCRUE. MAKER AND PAYEE EACH ARE HEREBY AUTHORIZED TO FILE
      A
      COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER
      BY
      EACH OTHER.

    


    28. Submission
      to Jurisdiction.
      MAKER
      AND PAYEE EACH HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY STATE OF
      _____ COURT SITTING IN ______ COUNTY OR THE UNITED STATES OF AMERICA FEDERAL
      DISTRICT COURT HAVING JURISDICTION OVER _______ COUNTY IN ANY SUIT, ACTION
      OR
      PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE AND HEREBY AGREE NOT TO
      ASSERT THAT IT IS NOT SUBJECT TO THE JURISDICTION OF THE FOREGOING COURTS.
      EITHER MAKER OR PAYEE MAY, AT ITS SOLE DISCRETION, ELECT THE STATE OF ______,
      ______ COUNTY, OR THE UNITED STATES OF AMERICA FEDERAL DISTRICT COURT HAVING
      JURISDICTION OVER ______ COUNTY AS THE VENUE OF ANY SUCH SUIT, ACTION OR
      PROCEEDING. MAKER AND PAYEE EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT
      PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO SUCH VENUE
      AS
      BEING AN INCONVENIENT FORUM OR IMPROPER VENUE.

    


    29. Miscellaneous.

    


    (a) No
      release of any security for the Debt or any person liable for payment of the
      Debt, no extension of time for payment of this Note or any installment hereof,
      and no alteration, amendment or waiver of any provision of the Loan Documents
      made by agreement between Payee and any other person or party shall release,
      modify, amend, waive, extend, change, discharge, 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    terminate
      or affect the liability of Maker, and any other person or party who might be
      or
      become liable for the payment of all or any part of the Debt, under the Loan
      Documents.

    


    (b) This
      Note
      may not be modified, amended, waived, extended, changed, discharged or
      terminated orally or by any act or failure to act on the part of Maker or Payee,
      but only by an agreement or other document in writing signed by the party
      against whom enforcement of any modification, amendment, waiver, extension,
      change, discharge or termination is sought.

    


    (c) Whenever
      used, the singular number shall include the plural, the plural the singular,
      and
      the words "Payee"
      and
      "Maker"
      shall
      include their respective successors, assigns, heirs, executors and
      administrators.

    


    30. Service
      of Process.
      Process
      in any suit, action or proceeding of the nature referred to in Section 28 hereof
      may be served in any manner permitted by law and nothing herein shall limit
      Payee’s right to bring proceedings against Maker in the courts of any other
      jurisdiction.

    


    31. Tax
      Identification Number.
      Maker
      represents and warrants that its current tax identification number is
      ____________.

    


    32. SPECIFIC
      NOTICE.
      IT IS EXPRESSLY AGREED AND UNDERSTOOD THAT THIS NOTE INCLUDES INDEMNIFICATION
      PROVISIONS WHICH, IN CERTAIN CIRCUMSTANCES, COULD INCLUDE AN INDEMNIFICATION
      BY
      MAKER AND GUARANTOR OF PAYEE FROM CLAIMS OR LOSSES ARISING AS A RESULT OF
      PAYEE'S OWN NEGLIGENCE.

    


    THE
      WRITTEN LOAN DOCUMENTS TO WHICH MAKER IS A PARTY REPRESENT THE FINAL AGREEMENT
      BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
      CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
      PARTIES.

    


    THERE
      ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

    


    


    


    [SIGNATURE
      APPEARS ON FOLLOWING PAGE]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      Maker
      has duly executed and delivered this Deed of Trust Note under seal as of the
      day
      and year first above written.

    


    MAKER:

    


    EQI
      _________ PARTNERSHIP, L.P.,
      a

    Tennessee
      limited partnership

    


    By: EQI
      __________ Corporation, a

    Tennessee
      corporation, its general partner

    


                       By:__________________________(SEAL)

                       Name:________________________ 

                     Title:_________________________

    


    


    


    


    


    


    


    


    PAY
      TO
      THE ORDER OF 

     ________________________________,

    WITHOUT
      REPRESENTATION OR RECOURSE

     

    CAPMARK
      BANK

     

    By:    

    Name:
           

    Title:
           

    Date: