Form of Deed of Trust


    
      

      

    

     

    
 

    Exhibit
      10.1

    


    


    


    


    


    


    


    


    


    


    Loan
      No. ___________

    


     

    FORM
      OF DEED OF TRUST, 

    ASSIGNMENT
      OF LEASES AND RENTS, 

    SECURITY
      AGREEMENT AND FIXTURE FILING

     

    from

     

    EQI
      [ ] PARTNERSHIP, L.P., 

     

    as
      Grantor, to

    


    EUGENE
      F. SEGREST, ESQ.,

    as
      Trustee, for the benefit of

    


    CAPMARK
      BANK,

    as
      Beneficiary

     

    Dated:
      May , 2007

     

    PREPARED
      BY AND AFTER RECORDATION RETURN TO:

     

    Katten
      Muchin Rosenman LLP

    1025
      Thomas Jefferson Street, N.W.

    Suite
      700, East Tower

    Washington,
      D.C. 20007-5201

    Attn:
      Adam V. Lichtenstein, Esq.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    



    TABLE
      OF CONTENTS

    


    SectionPage

    
      	
              1.

            	
              Defined
                Terms

            	
              5

            
	
              2.

            	
              The
                Loan

            	
              13

            
	
              3.

            	
              Warranty
                of Title

            	
              14

            
	
              4.

            	
              Insurance

            	
              14

            
	
              5.

            	
              Payment
                of Taxes

            	
              20

            
	
              6.

            	
              Tax
                Escrow Fund

            	
              21

            
	
              7.

            	
              Annual
                Budget; Accounts

            	
              22

            
	
              8.

            	
              Condemnation

            	
              22

            
	
              9.

            	
              Leases
                and Rents

            	
              24

            
	
              10.

            	
              Representations
                Concerning Loan and Anti-Terrorism Laws

            	
              28

            
	
              11.

            	
              Single
                Purpose Entity; Authorization

            	
              33

            
	
              12.

            	
              Maintenance
                of Property

            	
              35

            
	
              13.

            	
              Transfer
                or Encumbrance of the Property

            	
              35

            
	
              14.

            	
              Certificates:
                Affidavits

            	
              37

            
	
              15.

            	
              Changes
                in the Laws Regarding Taxation

            	
              37

            
	
              16.

            	
              No
                Credits on Account of the Debt

            	
              38

            
	
              17.

            	
              Documentary
                Stamps

            	
              38

            
	
              18.

            	
              Controlling
                Agreement

            	
              38

            
	
              19.

            	
              Books
                and Records

            	
              39

            
	
              20.

            	
              Performance
                of other Agreements

            	
              40

            
	
              21.

            	
              Further
                Assurances

            	
              41

            
	
              22.

            	
              Recording
                of Mortgage

            	
              42

            
	
              23.

            	
              Reporting
                Requirements

            	
              43

            
	
              24.

            	
              Events
                of Default

            	
              43

            
	
              25.

            	
              Late
                Payment Charge: Servicing Fees

            	
              45

            
	
              26.

            	
              Right
                to Cure Defaults

            	
              46

            
	
              27.

            	
              Remedies

            	
              46

            
	
              28.

            	
              Right
                of Entry

            	
              50

            
	
              29.

            	
              Security
                Agreement

            	
              50

            
	
              30.

            	
              Actions
                and Proceedings

            	
              51

            
	
              31.

            	
              Waiver
                of Setoff and Counterclaim

            	
              51

            
	
              32.

            	
              Contest
                of Certain Claims

            	
              51

            
	
              33.

            	
              Recovery
                of Sums Required to Be Paid

            	
              52

            
	
              34.

            	
              Marshaling
                and Other Matters

            	
              52

            
	
              35.

            	
              Hazardous
                Substances

            	
              52

            
	
              36.

            	
              Asbestos

            	
              53

            
	
              37.

            	
              Environmental
                Monitoring

            	
              54

            
	
              38.

            	
              Management
                of the Property

            	
              55

            
	
              39.

            	
              Handicapped
                Access

            	
              57

            
	
              40.

            	
              ERISA

            	
              58

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SectionPage

    
      	
              41.

            	
              Indemnification

            	
              58

            
	
              42.

            	
              Recourse
                and Indemnification

            	
              60

            
	
              43.

            	
              Notice

            	
              61

            
	
              44.

            	
              Authority

            	
              62

            
	
              45.

            	
              Waiver
                of Notice

            	
              62

            
	
              46.

            	
              Remedies
                of Mortgagor

            	
              62

            
	
              47.

            	
              Sole
                Discretion of Mortgagee

            	
              63

            
	
              48.

            	
              Non-Waiver

            	
              63

            
	
              49.

            	
              No
                Oral Change

            	
              63

            
	
              50.

            	
              Liability

            	
              63

            
	
              51.

            	
              Inapplicable
                Provisions

            	
              64

            
	
              52.

            	
              Section
                Headings

            	
              64

            
	
              53.

            	
              Counterparts

            	
              64

            
	
              54.

            	
              Certain
                Definitions

            	
              64

            
	
              55.

            	
              Assignments

            	
              64

            
	
              56.

            	
              SUBMISSION
                TO JURISDICTION

            	
              65

            
	
              57.

            	
              Agent
                for Receipt of Process

            	
              65

            
	
              58.

            	
              Service
                or Process

            	
              65

            
	
              59.

            	
              WAIVER
                OF JURY TRIAL

            	
              65

            
	
              60.

            	
              Homestead

            	
              66

            
	
              61.

            	
              CHOICE
                OF LAW

            	
              66

            
	
              62.

            	
              Time
                of Essence

            	
              66

            
	
              63.

            	
              Survival

            	
              66

            
	
              64.

            	
              No
                Third-Party Beneficiary Rights Created

            	
              66

            
	
              65.

            	
              Discharge

            	
              67

            
	
              66.

            	
              Maintaining
                Priority of Mortgage

            	
              67

            
	
              67.

            	
              Costs

            	
              67

            
	
              68.

            	
              Defeasance

            	
              68

            
	
              69.

            	
              Trustee

            	
              71

            
	
              70.

            	
              Local
                Law Provisions

            	
              72

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    



    DEED
      OF TRUST, 

    ASSIGNMENT
      OF LEASES AND RENTS, 

    SECURITY
      AGREEMENT AND FIXTURE FILING

    


    This
      DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE
      FILING (this
      "Deed
      of Trust")
      is
      dated this ____ day of May, 2007 from EQI
      _______ PARTNERSHIP, L.P.,
      a
      Tennessee limited partnership, having an address at c/o Equity Inns, Inc.,
      7700
      Wolf River Boulevard, Germantown, Tennessee 38138 (“Grantor”)
      to c/o
EUGENE
      F. SEGREST,
      whose
      address is whose address is c/o Kirkpatrick & Lockhart Preston Gates Ellis
      LLP, 2828 North Harwood Street, Suite 1800, Dallas, Texas 75201, as Trustee
      (“Trustee”),
      for
      the benefit of CAPMARK
      BANK,
      a Utah
      Industrial Bank, with an address at 6955 Union Park Center, Suite 330, Midvale,
      Utah 84047, Attention: President (together
      with its successors or assigns or any servicers selected by the holder(s) of
      the
      Note from time to time in its sole discretion to service the Loan, "Beneficiary").
      

    


    WHEREAS,
      Grantor
      is indebted to Beneficiary for the amount of the Loan (defined below) and such
      Loan is secured by, among other things, a first lien security interest in the
      Property (defined below) encumbered by this Deed of Trust.

    


    GRANTOR,
      , in
      consideration of the indebtedness herein recited, and in consideration of the
      sum of Ten and No/100 Dollars ($10.00) in hand paid by Beneficiary, the receipt
      of which is hereby acknowledged, intending to be legally bound, has irrevocably
      GRANTED, BARGAINED, SOLD, CONVEYED, ASSIGNED, SET OVER, PLEDGED, WARRANTED,
      AND
      TRANSFERRED, and by these presents and by the execution and delivery hereof
      does
      hereby irrevocably GRANT, BARGAIN, SELL, CONVEY, ASSIGN, SET OVER, PLEDGE,
      WARRANT AND TRANSFER to Trustee for the benefit of Beneficiary and its
      successors and assigns forever, in trust, with power of sale, all of Grantor’s
      right, title and interest in and to certain land in ________ County, ___, more
      particularly described in Exhibit
      “A”
      attached
      hereto and made a part hereof (the "Land";
      together with all of the following described property, collectively, the
      "Property");

    


    TOGETHER
      WITH
      all
      Improvements (as hereinafter defined) now or hereafter situated or to be
      situated on the Land or appurtenant thereto;

    


    TOGETHER
      WITH
      all
      machinery, furnishings and equipment including, without limitation, all
      furnaces, boilers, oil burners, radiators and piping, coal stokers,
      refrigeration and sprinkler systems, wash-tubs, sinks, gas and electric
      fixtures, awnings, window shades, kitchen cabinets, plants and shrubbery and
      all
      other equipment and machinery, motor vehicles and other vehicles, appliances,
      fittings and fixtures of every kind in or used in the operation of the Land
      and
      the Improvements (defined below), together with any and all replacements thereof
      and additions thereto, fixtures (including, without limitation, all heating,
      air
      conditioning, plumbing and bathroom, lighting, communications and elevator
      fixtures), inventory, excluding alcoholic beverage 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, foodcarts, cookware, dry cleaning facilities,
      dining room wagons, keys or other entry systems, bars, bar fixtures, liquor
      dispensers and other drink dispensers, icemakers, radios, clock 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, fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment,
      dishwashers, garbage disposals, washers and dryers), other customary equipment
      and other property of every kind and nature, whether tangible or intangible,
      whatsoever owned by Grantor, or in which Grantor has or shall have an interest,
      now or hereafter located upon the Land and the buildings, structures and
      improvements now or hereafter erected or located thereon or appurtenant thereto,
      including without limitation that ___________ hotel on the Land and all related
      amenities and improvements (collectively, the "Improvements"),
      and
      usable in connection with the present or future operation and occupancy of
      the
      Land and the Improvements and all equipment, materials and supplies of any
      nature whatsoever owned by Grantor, or in which Grantor has or shall have an
      interest, now or hereafter located upon the Land and the Improvements, or
      appurtenant thereto, or usable in connection with the present or future
      operation, enjoyment and occupancy of the Land and the
      Improvements(collectively, the "Personal
      Property"),
      and
      all proceeds and products of any such property;

    


    TOGETHER
      WITH
      all
      accounts, escrows (including, without limitation, the Accounts), escrows,
      documents, instruments, chattel paper, claims, deposits, deposit accounts,
      payment intangibles, investment property and general intangibles, as such terms
      are defined in the Uniform Commercial Code, and all agreements, contracts,
      certificates, instruments, and other documents, now or hereafter entered into,
      including, without limitation, any interest of Grantor in the Management
      Agreement and interests, if any, of Grantor in the Franchise Agreement and
      all
      proceeds, substitutions and replacements thereof, all contract rights, insurance
      proceeds, condemnation award or proceeds, security deposits, franchises (to
      the
      extent assignable), books, records, appraisals, architectural and engineering
      plans, specifications, environmental and other reports relating to the Land,
      trademarks (to the extent assignable), trade names (to the extent assignable),
      servicemarks, logos, copyrights, goodwill, symbols, permits (to the extent
      assignable), licenses (to the extent assignable), approvals, actions, tenant
      or
      guest lists, correspondence with present and prospective purchasers, tenants,
      guests and suppliers, advertising materials and telephone exchange numbers
      as
      identified in such materials, all refunds, rebates or credits in connection
      with
      a reduction in real estate taxes and assessments charged against the Land as
      a
      result of tax certiorari or any applications or proceedings for reduction,
      and
      causes of action which now or hereafter relate to, are derived from or are
      used
      in connection with the Land, or the use, operation, maintenance, occupancy
      or
      enjoyment thereof or the conduct of any business or activities thereon, all
      of
      the foregoing to the extent owned by Grantor (collectively, "Intangibles");


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    TOGETHER
      WITH
      the
      Operating Lease (as hereinafter defined), all other leases and other agreements
      (including, without limitation, the Franchise Agreement (to the extent
      assignable) and the Management Agreement, and food, liquor and other beverage
      licenses, including any alcoholic beverage license, if applicable), affecting
      the use, enjoyment or occupancy of the Land or the Improvements heretofore
      or
      hereafter entered into (including, without limitation, subleases, licenses,
      concessions, tenancies and other occupancy agreements covering or encumbering
      all or any portion of the Land, together with any guarantees, supplements,
      amendments, modifications, extensions and renewals of any thereof, and all
      additional remainders, reversions, and other rights and estates appurtenant
      thereto, as the same may be amended from time to time (the Operating Lease
      and
      all such leases, subleases, and other such agreements being hereinafter referred
      to collectively as the "Leases");

    


    TOGETHER
      WITH
      all of
      Grantor's right, title and interest in and to any easements and appurtenances
      affecting the Property;

    


    TOGETHER
      WITH
      all of
      Grantor’s right, title and interest in and to the Operating Agreements (as
      defined in Section 20 herein), together with any amendments, modifications,
      extensions and renewals of any thereof, and all subordinations, estoppels and
      other rights in connection therewith;

    


    TOGETHER
      WITH
      all
      agreements, contracts, certificates, instruments, franchises, permits, licenses
      (including, without limitation, food, liquor and other beverage licenses, to
      the
      extent assignable), plans, specifications and other documents, now or hereafter
      entered into, together with any amendments, modifications, extensions and
      renewals of any thereof, and all subordinating estoppel 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 Grantor therein and thereunder, including,
      without limitation, the right, while an Event of Default remains uncured, to
      receive and collect any sums payable to Grantor thereunder;

    


    TOGETHER
      WITH
      the
      right, in the name and on behalf of Grantor, to commence any action or
      proceeding to protect the interest of Beneficiary in the Property and while
      an
      Event of Default remains uncured, to appear in and defend any action or
      proceeding brought with respect to the Property;

    


    TOGETHER
      WITH
      all (i)
      income, base rents, percentage rents, other rents, security deposits (including
      any security deposits, letters of credit or other collateral provided to Grantor
      under the Operating Lease), subrents, room rates, receipts, issues, profits,
      revenues (including all oil and gas or other mineral royalties or bonuses,
      including as extracted minerals), deposits and other benefits now due or which
      may become due or to which Grantor is now or hereafter may become entitled
      or
      which Grantor may demand or claim arising or issuing from or out of the
      Operating Lease, or any Lease, or arising out of or issuing from the operation
      of the business at the Land or any part thereof and all amounts paid as rents
      for such Land or the fees, charges, accounts or other payments for the use
      or
      occupancy of rooms and other public facilities in hotels, motels or other
      lodging 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    facilities,
      including, without limitation, all revenues and credit card receipts collected
      from guest rooms, restaurants, bars, mini-bars, meeting rooms, banquet rooms,
      recreational facilities and otherwise; and (ii) receivables, customer
      obligations, installment payment obligations and other payment obligations
      whether already accrued, now accruing or to accrue in the future for the
      occupancy or use of the Property or any part thereof,
      or arising or created out of the sale, lease, sublease, license, concession
      or other
      grant of the right of the possession, use or occupancy of all or any portion
      of
      the Land or personalty located thereon, or the rendering
      of services by Grantor or any operator or manager of the hotel or the commercial
      space located in the Improvements or acquired from others including, without
      limitation, from the rental of
      any
      office space, retail space, commercial space, parking space, guest rooms 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, service charges, vending machine
      sales and proceeds, if any, from business interruption or other loss of income
      insurance relating to the use, enjoyment or occupancy of the Land, regardless
      of
      whether the revenues described in the preceding clauses (i) and (ii) are paid
      or
      accrued before or after the filing by or against Grantor of any petition for
      relief under any state or federal bankruptcy or insolvency laws (collectively,
      "Rents");
      and

    


    TOGETHER
      WITH all
      awards heretofore and hereafter made to Grantor for taking by eminent domain
      the
      whole or any part of the Land or any easement therein, including any awards
      for
      changes of grade of streets; and

    


    TOGETHER
      WITH
      any and
      all rights of Grantor in and to the foregoing.

    


    TO
      HAVE AND TO HOLD
      the
      Property unto Trustee, its successors and assigns forever, and Grantor does
      hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND
      the
      title to the Property unto Trustee against every person whomsoever lawfully
      claiming or to claim the same or any part thereof for the purposes and uses
      herein set forth.

    


    PROVIDED,
      HOWEVER,
      that
      upon full payment of all indebtedness hereby secured, and upon performance
      of
      all covenants, obligations and indemnities hereby secured, the Property shall
      be
      re-conveyed and released from the lien of this Deed of Trust.

    


    TO
      SECURE
      to
      Beneficiary:

    


    (a) Payment
      of all indebtedness evidenced by an interest-bearing loan and debt in the
      maximum principal sum not to exceed ________ Dollars ($ ) (the "Loan"),
      evidenced by that certain Deed of Trust Note, dated as of the date hereof from
      Grantor, as maker, to Beneficiary, as payee (the "Note"),
      the
      terms of which are incorporated herein by reference as well as all renewals,
      extensions, modifications and recastings of the Note. 

    


    (b) The
      performance of all covenants, obligations, indemnities and agreements required
      of Grantor or of any other person or entity liable under the Note, this Deed
      of
      Trust, any indemnity executed in connection with the Loan, and all other
      agreements, documents, and 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    instruments
      evidencing, securing or otherwise relating to the indebtedness hereby secured
      (the Note, this Deed of Trust, the Lease Assignment, the Assignment of Lease
      Assignment, the Contract Assignment, the Assignment of Contract Assignment,
      the
      Financing Statement, the Environmental Agreement, the Guaranty, the Manager’s
      Consent, the Replacement Reserve Agreement, the ENN Subordination, and all
      such
      other agreements, documents and instruments are hereinafter referred to
      collectively as the "Loan
      Documents").

    


    (c) The
      payment of (i) interest, default interest, late charges and other sums as
      provided in the Loan Documents; and (ii) all other monies agreed or provided
      to
      be paid by Grantor in the Loan Documents. 

    


    (d) The
      payment of any and all future advances made to Grantor hereunder or under any
      Loan Document.

    


    (e) The
      performance of all obligations of Guarantor, or any other surety, guarantor
      or
      indemnitor of any of the obligations of Grantor under the Loan
      Documents.

    


    (f) The
      payment of all costs and expenses, including court costs, attorneys' fees,
      witness fees (including fees of expert witnesses), paid, advanced, or incurred
      by Beneficiary pursuant to the Loan Documents to protect or preserve the
      Property or the validity or priority of this Deed of Trust, or to enforce the
      remedies of Beneficiary as provided for herein or in the other Loan
      Documents.

    


    (g) The
      performance by Grantor of all obligations of Grantor as landlord under the
      Operating Lease or under any other Lease of all or any portion of the
      Property.

    


    1. Defined
      Terms

    


    The
      following terms shall have the following meanings:

    


    (1)  "Access
      Laws"
      has the
      meaning set forth in Section 39(a) hereof.

     

     

    (2)  "Accounts"
      has the
      meaning set forth in Section 7 hereof.

    


    (3)  "Asbestos"
      has the
      meaning set forth in Section 36 hereof.

     

    (4)  "Assignment
      of Contract Assignment"
      has the
      meaning set forth in Section 2(b) hereof.

     

    (5)  "Assignment
      of Lease Assignment"
      has the
      meaning set forth in Section 2(b) hereof.

     

    (6)  "Beneficiary"
      has the
      meaning set forth in the preamble to this Deed of Trust, together with all
      successors and assigns thereof.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (7)  "Budget"
      means
      the budget for the use and application of the Loan and gross revenues derived
      from the operation of the Property, including all expenses to be satisfied
      from
      the Accounts, as set forth in the budget delivered by Grantor to Beneficiary
      on
      the date hereof with respect to the balance of the current calendar year, and
      the annual budget to be delivered in accordance with the terms hereof for each
      subsequent calendar year for so long as any portion of the Debt remains
      outstanding. 

    


    (8)  "Closing
      Date"
      shall
      mean the date hereof.

     

    (9)  "Collateral"
      has the
      meaning set forth in Section 29 hereof.

    


    (10)  "Condemnation"
      has the
      meaning set forth in Section 8(a) hereof.

    


    (11)  "Contract
      Assignment"
      has the
      meaning set forth in Section 2(b) hereof.

    


    (12)  "Debt"
      means
      the outstanding principal balance of the Note from time to time, with all
      accrued and unpaid interest thereon, and all other sums now or hereafter due
      under the Loan Documents, and any and all future or additional advances (whether
      or not obligatory) made by Beneficiary to protect or preserve the Property
      or
      the lien or security interest created hereby on the Property, or for taxes,
      assessments, operating expenses or insurance premiums as hereinafter provided
      or
      for performance of any of Grantor’s obligations hereunder or under the other
      Loan Documents or for any other purpose provided herein or in the other Loan
      Documents (whether or not the original Grantor remains the owner of the Property
      at the time of such advances) together with interest thereon at the Default
      Rate
      (as defined in the Note), as
      well
      as the definition located in the last paragraph of this Section.

    


    (13)  "Debt
      Service Coverage Ratio"
      shall
      mean the ratio of:

     

    (i)  the
      NOI
      produced by the operation of the Property during the twelve (12)
      calendar month period immediately preceding the calculation, to

     

    (ii)the
      projected payments of principal and interest due under the Note for
      the
      twelve (12) calendar month period immediately following the
      calculation, as said coverage ratio is reasonably calculated by Beneficiary
      in accordance with its then-applicable underwriting standards.

    


    (14)  "Deed
      of Trust"
      has the
      meaning set forth in the recitals of this Deed of Trust.

    


    (15)  "Default
      Rate"
      means
      the rate of interest payable from and after the occurrence of an Event of
      Default (hereinafter defined), as more particularly described in the Note;
      provided,
      however,
      that
      with respect to an Event of Default of the type described in Section 24(a)
      hereof, such rate of interest shall apply from and after the date on which
      any
      such payment is due, without any period of grace or cure.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (16)  "ENN"
      shall
      mean ENN _____, L.L.C., a Delaware limited liability company.

    


    (17)  "ENN
      Subordination"
      has the
      meaning set forth in Section 2(b).

    


    (18)  "Environmental
      Agreement"
      has the
      meaning set forth in Section 2(b) hereof.

    


    (19)  “Environmental
      Laws”
has
      the
      meaning set forth in Section 35 hereof.

    


    (20)  "Equipment"
      means
      all machinery, furnishings, equipment, fixtures (including, without limitation,
      all heating, air conditioning, plumbing, lighting, communications and elevator
      fixtures), 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, foodcarts, cookware, dry cleaning facilities,
      dining room wagons, keys or other entry systems, bars, bar fixtures, liquor
      and
      other drink dispensers, icemakers, radios, clock 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, fuel,
      conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers,
      garbage disposals, washers and dryers), other customary hotel equipment and
      other property of every kind and nature, whether tangible or intangible,
      whatsoever owned by Grantor, or in which Grantor has or shall have an interest,
      now or hereafter located upon the Land and the Improvements, or appurtenant
      thereto, and usable in connection with the present or future operation and
      occupancy of the Land and the Improvements and all building equipment, materials
      and supplies of any nature whatsoever owned by Grantor, or in which Grantor
      has
      or shall have an interest, now or hereafter located upon the Land and the
      Improvements, or appurtenant thereto, or usable in connection with the present
      or future operation, enjoyment and occupancy of the Land and the
      Improvements.

    


    (21)  "ERISA"
      has the
      meaning set forth in Section 40(a) hereof.

    


    (22)  "Event
      of Default"
      has the
      meaning set forth in Section 24 hereof.

    


    (23)  "Expenses"
      means
      the aggregate of the following items actually incurred by Grantor or Tenant,
      whether or not paid, during the twelve (12) month period ending one (1) month
      prior to the date on which the NOI is to be calculated (except that capital
      expenses and reserves set forth in subsection (vii) below shall be adjusted
      by
      Beneficiary to reflect projected adjustments for the subsequent twelve (12)
      month period beginning on the date on which the NOI is to be
      calculated):

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (i) Taxes
      and
      Other Charges (to the extent such are paid by Grantor from sources other than
      the Tax and Insurance Escrow Account);

    


    (ii) sales,
      use and personal property taxes;

    


    (iii) management
      fees in an amount acceptable to Beneficiary pursuant to the Loan Documents
      derived from the operation of the Property and disbursements;

    


    (iv) wages,
      salaries, pension costs and all fringe and other employee-related benefits
      and
      expenses;

    


    (v) franchise
      fees and other fees due under the Franchise Agreement;

    


    (vi) Insurance
      Premiums (to the extent such are paid by Grantor from sources other than the
      Tax
      and Insurance Escrow Account);

    


    (vii) the
      cost
      of utilities, and all other administrative, management, ownership, operating,
      leasing and maintenance expenses incurred in connection with the operation
      of
      the Property;

    


    (viii) the
      cost
      of necessary repair or replacement of existing improvements on the Property
      with
      repairs or replacements of like kind and quality or such kind or quality that
      is
      necessary to maintain the Property to the standards as are required under the
      Franchise Agreement, the Operating Lease, or as determined by Beneficiary,
      this
      Deed of Trust or any of the Loan Documents (to the extent such are paid for
      by
      Grantor from sources other than the Replacement Reserve Account);

    


    (ix) the
      cost
      of replacement of Equipment with Equipment of like kind and quality or of such
      kind or quality that is necessary to maintain the Property to the standards
      that
      are required under the Franchise Agreement, the Operating Lease, this Deed
      of
      Trust or any of the Loan Documents (to the extent such are paid for by Grantor
      from sources other than the Replacement Reserve Account);

    


    (x) the
      cost
      of any other maintenance materials, HVAC repairs, parts and supplies, and
      equipment (to the extent such are paid for by Grantor from sources other than
      the Replacement Reserve Account);

    


    (xi) monthly
      installments (exclusive of the initial deposit made by Grantor on the date
      hereof) to the Tax and Insurance Escrow Account and the Replacement Reserve
      Account; and

    


    (xii) rental
      payments pursuant to any lease.

    


    (24)  "FF&E
      Financing"
      shall
      have the meaning set forth in Section 9(g) hereof.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (25)  "Financing
      Statement"
      means
      any and all UCC financing statements filed by or on behalf of Beneficiary as
      additional security hereunder.

     

    (26)  "Franchise
      Agreement"
      means
      the __________ Franchise Agreement, dated _________, 200_, between ENN (as
      successor in interest by assignment from ENN Leasing Company, Inc.) and
      Franchisor pursuant to which ENN has the right to operate the hotel located
      on
      the Property under a name and/or hotel system controlled by Franchisor, or
      any
      Substitute Franchise Agreement.

     

    (27)  
      "Franchisor"
      means
      ________, a ________ corporation, or any Replacement Franchisor approved in
      accordance with the terms and conditions of this Deed of Trust.

     

    


    (28)  “General
      Partner”
means
      EQI ______ Corporation, a Tennessee corporation.

    


    (29)  "Grantor"
      has the
      meaning set forth in the preamble to this Deed of Trust.

     

    (30)  "Guarantor"
      means
      Equity Inns, Inc., a Tennessee corporation.

    


    (31)  "Guaranty"
      has the
      meaning set forth in Section 2(b) hereof.

    


    (32)  "Governmental
      Authority"
      means
      any nation or government, any state or other political subdivision thereof,
      and
      any Person exercising executive, legislative, judicial, regulatory or
      administrative functions of or pertaining to such government.

     

    (33)  "Hazardous
      Substances"
      has the
      meaning set forth in Section 35 hereof.

    


    (34)  "Improvements"
      has the
      meaning set forth in the recitals of this Deed of Trust.

     

    (35)  "Insurance
      Premiums"
      has the
      meaning set forth in Section 4(d) hereof.

    


    (36)  "Insured
      Casualty"
      has the
      meaning set forth in Section 4(e)(ii) hereof.

    


    (37)  "Intangibles"
      has the
      meaning set forth in the recitals of this Deed of Trust.

    


    (38)  "Investor"
      shall
      have the meaning set forth in Section 21(b) hereof.

    


    (39)  "Land'"
      means
      the real property comprising the Property, more particularly described on
Exhibit
      "A"
      to this
      Deed of Trust.

    


    (40)  "Lease
      Assignment"
      has the
      meaning set forth in Section 2(b) hereof.

    


    (41)  "Leases"
      has the
      meaning set forth in the recitals of this Deed of Trust.

    


    (42)  "Loan"
      has the
      meaning set forth in the recitals of this Deed of Trust.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (43)  "Loan
      Documents"
      has the
      meaning set forth in the recitals of this Deed of Trust.

    


    (44)  "Loan-To-Value
      Ratio"
      means
      the ratio of: (i) the Debt, plus all other debt (or other liquidated economic
      obligations) which is then outstanding and secured by the Property, to (ii)
      the
      appraised value of the Property as estimated by an appraiser acceptable to
      Beneficiary. Any appraisal for purposes of calculating the Loan-to-Value Ratio
      shall be performed in accordance with the then-approved standards under the
      Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.
      

     

    (45)  "Management
      Agreement"
      means
      that certain Management Agreement, dated as of ________, 200_, as amended,
      by
      and between ENN (as successor in interest by assignment from ENN Leasing
      Company, Inc.) and Manager, pursuant to which Manager operates the Property
      as a
      hotel.

    


    (46)  “Manager”
means
      ___________ or any Qualified Manager, as the context shall require.

     

    (47)  “Manager’s
      Consent”
has
      the
      meaning set forth in Section 2(b) hereof.

     

    (48)  "Maturity
      Date"
      means
      the Maturity Date (as such term is defined in the Note) or any earlier
      acceleration of sums due under the Note pursuant to Beneficiary's declaration
      of
      an Event of Default.

     

    


    (49)  "NOI"
      means
      as of any date of determination, the aggregate amount of the gross income
      derived from the operation of the Property for a particular twelve (12)
      consecutive month period prior to each respective date of determination less
      the
      aggregate amount of Expenses for such twelve (12) consecutive month period,
      adjusted in accordance with Beneficiary's then current underwriting requirements
      consistent with the underwriting requirements of the applicable national rating
      agencies. NOI shall include only Rents and such other income, including any
      rent
      loss, business interruption or business income insurance proceeds, vending
      or
      concession income, late fees, forfeited security deposits and other
      miscellaneous tenant charges, which are actually received by Grantor or Tenant
      and Expenses actually incurred or payable during the period for which the NOI
      is
      being calculated, as set forth on operating statements satisfactory to
      Beneficiary. NOI shall be calculated on an accrual basis in accordance with
      generally accepted accounting principles consistently applied, based on the
      Uniform System of Accounts.

    


    (50)  "Note"
      has the
      meaning set forth in the recitals of this Deed of Trust.

    


    (51)  "O&M
      Plan"
      shall
      have the meaning set forth in Section 36 hereof.

    


    (52)  "OFAC
      List"
      means
      the list of specially designated nationals and blocked persons subject to
      financial sanctions that is maintained by the U.S. Treasury Department, Office
      of 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Foreign
      Assets Control and
      any
      other similar list maintained by the U.S. Treasury Department, Office
      of
      Foreign Assets Control
      pursuant
      to any Requirements of Law, including, without limitation, trade embargo,
      economic sanctions, or other prohibitions imposed by an Executive Order of
      the
      President of the United States. The
      OFAC
      List currently is accessible through the internet website www.treas.gov/ofac/t11sdn.pdf.

    


    (53)  "Operating
      Lease"
      shall
      mean that certain Lease Agreement, dated as of ________, 200_, between Grantor
      (as successor in interest by assignment from Equity Inns Partnership, L.P.),
      as
      lessor, and ENN (as successor in interest by assignment from ENN Leasing
      Company, Inc.), as lessee, as may be amended or supplemented from time to time
      subject to this Deed of Trust.

     

    (54)  "Operating
      Lease Estoppel"
      shall
      mean that certain Estoppel Certificate dated as of even date herewith by Tenant
      for the benefit of Beneficiary.

     

    (55)  "Other
      Charges"
      has the
      meaning set forth in Section 5 hereof.

    


    (56)  "Person"
      means
      an individual, partnership, limited partnership, corporation, limited liability
      company, business trust, joint stock company, trust, unincorporated association,
      joint venture, governmental authority or other entity of whatever
      nature.

    


    (57)  “Phase
      I”
has
      the
      meaning set forth in Section 35 hereof.

    


    (58)  "Policies"
      has the
      meaning set forth in Section 4(d) hereof.

    


    (59)  "Property"
      has the
      meaning set forth in the recitals of this Deed of Trust.

    


    (60)  "Qualified
      Manager"
      has the
      meaning set forth in Section 24(n) hereof.

    


    (61)  “Remedial
      Work”
has
      the
      meaning set forth in Section 37 hereof.

    


    (62)  "Rents"
      has the
      meaning set forth in the recitals of this Deed of Trust.

     

    (63)  "Replacement
      Franchisor"
shall
      mean a franchisor of comparable quality and brand standards to the Franchisor
      as
      of the date hereof and acceptable to Beneficiary and in its sole discretion.
      For
      purposes hereof, acceptable Franchisors shall include but shall not be limited
      to the following brands or acceptable affiliates thereof: (i) “Marriott” (ii)
“Hilton” (iii) “Starwood” (iv) “Hyatt” or (v) “Intercontinental”.

     

    (64)  “Replacement
      Reserve Account"
      has the
      meaning set forth in Section 7(a) hereof.

    


     

    (65)  "Replacement
      Reserve Agreement"
      has the
      meaning set forth in Section 2(b) hereof. 

     

    (66)  "Requirements
      of Law"
      means
      (a) the organizational documents of an entity, and (b) any law, regulation,
      ordinance, code, decree, treaty, ruling or determination of an arbitrator,
      


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    court
      or
      other Governmental Authority, or any Executive Order issued by the President
      of
      the United States, in each case applicable to or binding upon such Person or
      to
      which such Person, any of its property or the conduct of its business is subject
      including, without limitation, laws, ordinances and regulations pertaining
      to
      the zoning, occupancy and subdivision of real property.

    


    (67)  "Securities"
      has the
      meaning set forth in Section 21(b) hereof.

    


    (68)  “Substitute
      Franchise Agreement”
means
      a
      replacement franchise agreement with a Replacement Franchisor at any time during
      the term of the Loan on terms and conditions as Beneficiary may reasonably
      require, including but not limited to Beneficiary’s receipt of (i) a reasonably
      acceptable "comfort letter" from such Replacement Franchisor (ii) evidence
      that
      the aggregate amount of fees payable to the Replacement Franchisor under the
      Substitute Franchise Agreement does not exceed the fees payable to the
      Franchisor under the existing Franchise Agreement; (iii) rating agency
      confirmation that the Substitute Franchise Agreement will not result in a
      downgrade, qualification or withdrawal of the then current ratings of the
      securities; (iv) evidence that the Substitute Franchise Agreement reflects
      an
      arms'-length transaction, (v) evidence that Grantor’s payment of any liquidated
      termination fee payable to Franchisor due to termination of the Franchise
      Agreement, (vi) Grantor escrows with Beneficiary any and all amounts required
      under any Property Improvement Plan required by Replacement Franchisor, if
      applicable, (vii) Beneficiary shall have received and reviewed any applicable
      Property Improvement Plan at least thirty (30) days prior to the surrender,
      termination or cancellation of the Franchise Agreement, if applicable, and
      (viii) the Substitute Franchise Agreement shall have a term of not less than
      ten
      (10) years from the date of the substitution.

    


    (69)  "Tax
      and Insurance Escrow Account"
      has the
      meaning set forth in Section 7(b) hereof.

    


    (70)  "Tax
      and Insurance Escrow Fund"
      has the
      meaning set forth in Section 6 hereof.

    


    (71)  "Taxes"
      has the
      meaning set forth in Section 5 hereof.

    


    (72)  "Tenant"
      means
      ENN, as tenant under the Operating Lease, and its permitted successors and
      assigns.

     

    (73)  "Toxic
      Mold"
      means
      any toxic mold or fungus in, on or affecting the Property of a type which may
      pose a risk to human health or the environment or could negatively impact the
      value of the Property.

     

    (74)  "Uniform
      Commercial Code"
      means
      the Uniform Commercial Code, as adopted and enacted by the State or States
      where
      any of the Property is located.

     

    (75)  “Uniform
      System of Accounts”
has
      the
      meaning set forth in Section 10(h) hereof.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    


    Capitalized
      terms not otherwise defined herein shall have the meanings ascribed to them
      in
      the Note. Unless the context clearly indicates a contrary intent or unless
      otherwise specifically provided herein, words used in this Deed of Trust may
      be
      used interchangeably in singular or plural form and the word "Grantor"
      shall
      mean "each Grantor or any part thereof or any interest therein", the word
      "Beneficiary"
      shall
      mean "Beneficiary, its successors and assigns, and any subsequent holder of
      the
      Note", the word "Debt"
      shall
      mean "the Note and any other evidence of indebtedness secured by this Deed
      of
      Trust", and the word "Property"
      shall
      include any portion of the Property and any interest therein and the words
      "attorneys'
      fees"
      shall
      include any and all attorneys' fees, paralegal and law clerk fees including,
      without limitation, fees at the pretrial, trial and appellate levels incurred
      or
      paid by Beneficiary in protecting its interest in the Property and Collateral
      and enforcing its rights hereunder. 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.

    


    2. The
      Loan

    


    (a) Upon
      and
      subject to the terms and conditions herein set forth, Beneficiary agrees to
      lend
      to Grantor and Grantor agrees to borrow from Beneficiary, the maximum principal
      sum not to exceed __________ Dollars ($ ). Grantor covenants that it will pay
      the Debt at the time and in the manner provided in the Note, this Deed of Trust
      and the other Loan Documents. All payments made to Beneficiary in respect of
      the
      Debt after payment of principal and interest due and payable under the Note
      shall be applied by Beneficiary in accordance with the terms and conditions
      of
      the Note and in the following order of priority:

    


    (i) first,
      to
      fund the Tax and Insurance Escrow Fund, if applicable;

    


    (ii)  next,
      to
      reimburse Beneficiary for any unpaid costs, sums and expenses incurred or
      advanced by Beneficiary on Grantor's behalf or in the enforcement of
      Beneficiary's rights hereunder;

    


    (iii)  next,
      to
      fund the Replacement Reserve Account to the extent required by, and in
      accordance with, the terms and conditions set forth in the Replacement Reserve
      Agreement; and

    


    (iv)  thereafter,
      one hundred percent (100%) of the balance, if any, to reduce the outstanding
      principal balance of the Loan.

     

    (b) All
      the
      covenants, conditions and agreements contained in the Note, the Assignment
      of
      Assignment of Leases, Rents and Profits dated as of the date hereof from Grantor
      to Beneficiary (the "Assignment
      of Lease Assignment"),
      the
      Assignment of Leases, Rents and Profits dated as of the date hereof from ENN
      to
      Grantor (the "Lease
      Assignment"),
      the
      Environmental Indemnity Agreement dated as of the date hereof among Beneficiary,
      Grantor and Guarantor (the "Environmental
      Agreement"),
      the
      Guaranty of Recourse Obligations dated as of the date hereof from



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Guarantor
      to Beneficiary (the "Guaranty"),
      the
      Assignment of Assignment of Contracts, Licenses, Permits, Agreements, Warranties
      and Approvals dated as of the date hereof from Grantor for the benefit of
      Beneficiary (the "Assignment
      of Contract Assignment"),
      the
      Assignment of Contracts, Licenses, Permits, Agreements, Warranties and
      Approvals, dated as of the date hereof from ENN for the benefit of Grantor
      (the
      "
      Contract Assignment"),
      the
      Replacement Reserve Agreement dated as of the date hereof from Grantor for
      the
      benefit of Beneficiary (the "Replacement
      Reserve");
      the
      Consent, Subordination and Recognition Agreement dated as of the date hereof
      by
      and between Grantor, Manager and Beneficiary (the "Manager’s
      Consent"),
      the
      Subordination Agreement dated as of the date hereof from Grantor and ENN for
      the
      benefit of Beneficiary (the "Subordination
      Agreement")
      and
      the other Loan Documents are hereby made a part of this Deed of Trust to the
      same extent and with the same force as if fully set forth herein.

    


    3. Warranty
      of Title

    


    (a) Grantor
      represents and warrants that it has good, indefeasible fee simple title to
      the
      Property, except for (a) inventory owned by a tenant, and (b) any Equipment
      owned by Franchisor under any lease required under the Franchise Agreement,
      and
      has the full power, authority and right to execute, deliver and perform its
      obligations under this Deed of Trust and to acquire, encumber, mortgage, give,
      grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign,
      hypothecate and grant a security interest in the Property and that Grantor
      possesses an unencumbered 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 the Operating Lease and those exceptions approved by
      Beneficiary and shown in the title insurance policy insuring the lien of this
      Deed of Trust. Grantor further represents and warrants that this Deed of Trust
      is and will remain a valid and enforceable first lien on and security interest
      in the Property, subject only to such exceptions. Grantor shall forever warrant,
      defend and preserve such title and the validity and priority of the lien of
      this
      Deed of Trust and shall forever warrant and defend such title, validity and
      priority to Beneficiary against the claims of all persons
      whomsoever.

    


    
      	 	
              4.

            	
              Insurance

            


    

    


    (a) Grantor,
      at its sole cost and expense, will keep the Property insured during the entire
      term of this Deed of Trust for the mutual benefit of Grantor and Beneficiary
      in
      accordance with the terms and provisions of this Section 4 against loss or
      damage by fire and standard "all risk" perils pursuant to an insurance policy
      covering "all risks of physical loss" including, without limitation, riot and
      civil commotion, vandalism, malicious mischief, burglary and theft, without
      any
      exclusion for losses due to windstorm. No such insurance policy shall contain
      an
      exception or exclusion for terrorism or terrorist acts. Such insurance policy
      shall (i) contain an income loss endorsement, (ii) be on a replacement cost
      basis with an "agreed amount" endorsement attached or with no co-insurance
      and,
      (iii) if any of the Improvements or the use of the Property shall at any time
      constitute legal non-conforming structures or uses, a law and ordinance
      endorsement. Such insurance shall be in an amount equal to the greater of:
      (A)
      the original principal amount of the Loan (in no event less than the minimum
      amount required to compensate for damage or loss on a replacement cost basis),
      (B) the then full replacement cost of the Improvements and the Equipment,
      without deduction for physical depreciation; and (C) such amount that the
      insurer would not deem Grantor or 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Beneficiary
      a co-insurer under such policies. The deductible in respect of such insurance
      shall not exceed __________ Dollars ($ ). Notwithstanding the foregoing, if
      at
      any time the Loan is assumed in accordance with the terms and conditions of
      the
      Loan Documents, the deductible in respect of such insurance shall not exceed
      _________ Dollars ($ ) unless such assuming borrower shall request a higher
      deductible and Beneficiary shall approve such request in Beneficiary's sole
      discretion. The premiums for
      the
      insurance carried in accordance with this Section 4 shall be paid periodically
      and in annual installments and each policy shall contain the "Replacement Cost
      Endorsement" with a waiver of depreciation. Notwithstanding the foregoing,
      Beneficiary shall allow a hazard insurance deductible of _________ Dollars
      ($ )
      per occurrence. In no event may the premiums for such insurance be financed
      on
      behalf of Grantor or any affiliate thereof, on a secured or unsecured basis,
      whether through any “premium lenders”, “premium finance firms” or the like
      (“Insurance
      Premium Financing”).

    


    (b) Grantor
      shall also obtain and maintain during the entire term of this Deed of Trust,
      at
      its sole cost and expense, for the mutual benefit of Grantor and Beneficiary,
      the following policies of insurance:

    


    (i) Flood
      insurance if any part of the Property is currently or at any time in the future
      located in an area identified by the Federal Emergency Management Agency as
      a
      Zone "A" and "V", Special Hazard Area; provided,
      however,
      that if
      any part of the Property is currently located in any other types of Special
      Hazard Area, Beneficiary may require flood insurance in an amount at least
      equal
      to the lesser of: (A) the outstanding principal amount of the Note; or
      (B) the full replacement cost of the Improvements and the Equipment, having
      a deductible of not more than __________ Dollars ($ ) or five percent (5%)
      of
      NOI after the payment of debt service under the Loan, whichever is
      less;

    


    (ii) (A)
      Comprehensive public liability insurance, including broad form property damage,
      blanket contractual and personal injuries (including death resulting therefrom)
      coverages and "Dram shop" or other liquor liability coverage if alcoholic
      beverages are sold from or may be consumed at the Property, and containing
      minimum limits per occurrence of ________ Dollars ($ ) and ________ Dollars
      ($ )
      minimum general aggregate for the Land and the Improvements, or such greater
      amount as may be required under the Franchise Agreement; and (B) Umbrella
      liability insurance containing minimum limits of _______ Dollars ($______)
      for
      the Land and the Improvements, or such greater amount as may be required under
      the Franchise Agreement;

    


    (iii) Rental
      loss insurance in an amount equal to the aggregate annual amount of all rents
      and additional rents payable by all of the tenants under the Leases (whether
      or
      not such Leases are terminable in the event of a fire or casualty), such rental
      loss insurance to cover rental losses for a period of at least one year after
      the date of the fire or casualty in question. The amount of such rental loss
      insurance shall be increased from time to time during the term of this Deed
      of
      Trust as and when new Leases and renewal Leases are entered into in accordance
      with the terms of this Deed of Trust, to reflect all increased rent and
      increased additional rent payable by all of the tenants under such renewal
      Leases and all rent and additional rent payable by all of the tenants under
      such
      new Leases;


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (iv) Business
      interruption insurance: (A) with loss payable to Beneficiary, its successors
      and/or assigns, as their respective interests may appear; (B) covering all
      risks
      required to be covered by the insurance provided for in Section 4(b); (C)
      containing an extended period of indemnity endorsement which provides that
      after
      the physical loss to the Improvements and all personal property has been
      repaired, the continued loss of income will be insured until the Property is
      restored (or if such income is not as of the date of restoration at the same
      level it was at prior to the loss, then until two (2) months following the
      restoration date), or the expiration of twelve (12) months from the date of
      the
      loss, whichever first occurs, and notwithstanding that the policy may expire
      prior to the end of such period; and (D) in an amount equal to _______ Dollars
      ($ ) based on Expenses and NOI for the Property. The amount of such business
      interruption insurance shall be determined prior to the date hereof and at
      least
      once each year thereafter based on this clause 4(b)(iv)(D). All insurance
      proceeds payable to Beneficiary pursuant to this Section shall be held by
      Beneficiary and shall be applied to the obligations secured hereunder from
      time
      to time due and payable hereunder and under the Note; provided,
      however,
      that
      nothing herein contained shall be deemed to relieve Grantor of its obligations
      to pay the obligations secured hereunder on the respective dates of payment
      provided for in the Note except to the extent such amounts are actually and
      timely paid out of the proceeds of such business interruption
      insurance;

    


    (v) Insurance,
      in an amount equal to the insurable value of the Improvements and the Equipment,
      against loss or damage from: (A) leakage of sprinkler systems; and (B) explosion
      of steam boilers, air conditioning equipment, high pressure piping, machinery
      and equipment, pressure vessels or similar apparatus now or hereafter installed
      in the Improvements, such coverage must include a joint loss clause unless
      the
      coverages otherwise required by this Section and in this subsection (v) are
      provided by one (1) Policy;

    


    (vi) Worker's
      Compensation or Employer’s Liability insurance with respect to any employees of
      Grantor, as required by any governmental authority or legal
      requirement;

    


    (vii) Comprehensive
      motor vehicle liability coverage for all owned and non-owned vehicles, including
      rented and leased vehicles, containing minimum limits per occurrence of
      ___________ Dollars ($ ) with the same minimum limits of liability umbrella
      coverage as is specified under clause (b)(ii)(B) above, or such greater amount
      as may be required under the Franchise Agreement;

    


    (viii) Professional
      Liability, Blanket crime and fidelity bond insurance coverage insuring against
      losses resulting from dishonest or fraudulent acts committed by Grantor's or
      Manager’s personnel;

    


    (ix) Earthquake
      insurance (including subsidence), if the Property is located in an earthquake
      prone region as determined by Beneficiary, insuring in an amount equal to one
      times (1X) the probable maximum loss of the Property (as determined by
      Beneficiary) with a maximum deductible of no greater than ten percent (10%)
      of
      the face amount of the Policy or ___________ Dollars ($ ); provided, however,
      that if the deductible exceeds five percent (5%), Beneficiary shall have the
      right to require Grantor to escrow funds with Beneficiary in an amount
      sufficient to fund the amount of the deductible in excess of five percent
      (5%);


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (x) if
      required by Beneficiary, ordinance or law coverage to compensate for the cost
      of
      demolition and the increased cost of construction; 

    


    (xi) Insurance
      coverage that provides protection for claims for (1) property damage and
      business interruption losses, and (2) bodily injury and property damage
      liability (primary and excess liability) arising from a terrorist act. The
      minimum coverage required will be that level of coverage provided under TRIEA
      (Terrorism Risk Insurance Extension Act of 2005); and

    


    (xii) Such
      other insurance as may from time to time be reasonably required by Beneficiary,
      including, without limitation, during the course of any construction of, or
      repairs to, any Improvements, builder's completed value risk insurance against
      "all risks of physical loss" including (A) collapse, water damage and transit
      coverage, in a nonreporting form, covering the total value of work performed
      or
      contracted for and equipment, supplies and materials furnished or contracted
      for, plus interest, costs and other "soft" construction costs as Beneficiary
      deems appropriate, and (B) a full installation floater to insure all materials
      stored on the Land but not yet part of the permanent installation.

    


    The
      insurance coverage required under this Section 4(b) may be offered under a
      blanket policy or poli-cies covering the Property and other properties and
      assets not constituting a part of the security hereunder; provided that any
      such
      blanket policy shall specify, except in the case of public liability insurance,
      the portion of the total cover-age of such policy that is allocated to the
      Property, and identify the Property, with a mortgagee clause naming Beneficiary,
      its successors and/or assigns specifically for the Property.

    


    (c) Grantor
      shall increase the amount of insurance required to be provided hereunder at
      the
      time that each such policy is renewed (but, in any event not less frequently
      than once during each twelve (12) -month period) by using the F.W. Dodge
      Building Index to determine whether there has been an increase in the
      replacement cost of the Improvement since the most recent adjustment of any
      such
      policy and, if there has been any such increase, the amount of insurance
      required to be provided hereunder shall be adjusted accordingly.

    


    (d) All
      policies of insurance required pursuant to this Section (collectively, the
      "Policies")
      shall:
      (i) be issued by an insurer fully licensed in the state where the Property
      is
      located, with
      such
      insurer having at least an A.M. Best’s general policyholder’s rating of
"A"
      with a
      financial size category of "X" or
      an
      investment grade, claims paying ability rating, of "A"
      by
      Standard & Poor’s Rating Group or
      an
      equivalent rating from a rating agency of similar stature and quality or issued
      by an insurer otherwise acceptable to Beneficiary in its sole discretion (or,
      if
      not acceptably rated by any of the foregoing, a cut
      through endorsement
      from an
      acceptably rated company will be required, with a reinsurance agreement having
      a
      total value, one hundred percent (100%) assumption of liability endorsement,
      which must include a requirement for at least ninety (90) days notice of
      cancellation thereof); (ii) contain a standard "noncontributory mortgagee"
      clause or endorsement and a "lender's loss payable endorsement" or their
      equivalents and shall name Beneficiary, its successors and/or assigns, as their
      respective interests may appear, as an additional insured and loss payee and
      as
      the person to which all payments made by such insurance company shall be paid;
      (iii) contain a 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    waiver
      of
      subrogation against Beneficiary; (iv) be maintained throughout the term of
      this
      Deed of Trust without cost to Beneficiary; (v) be assigned and delivered
      (certificates of insurance delivered where blanket policies are maintained
      and
      copies at Beneficiary's reasonable request) to Beneficiary; (vi) contain such
      provisions as Beneficiary deems reasonably necessary or appropriate to protect
      its interest including, without limitation, endorsements providing that neither
      Grantor, Beneficiary nor any other party shall be a co-insurer thereunder,
      that
      Beneficiary shall have no liability for insurance premiums thereunder and that
      Beneficiary shall receive at least fifteen (15) days prior written notice of
      any
      modification, reduction or cancellation; provided, however, Beneficiary must
      receive at least ten (10) days advance written notice in the event of a
      cancellation due to non-payment of any premium; and (vii) be satisfactory in
      form and substance to Beneficiary, and be approved by Beneficiary as to amounts,
      form, risk coverage, deductible, loss payees and insureds. Grantor shall have
      delivered to Beneficiary either an original of each of the Policies, a copy
      certified as true, correct and complete by the insurance agent of such Policies,
      or other evidence of the existence of the Policies satisfactory to Beneficiary
      in its sole and absolute discretion, but in no event shall an insurance binder
      be acceptable evidence of the required coverage. Unless such premiums are
      deposited in the Tax and Insurance Escrow Account, Grantor shall pay or cause
      Manager to pay the premiums for the Policies (the "Insurance
      Premiums")
      as
      they become due and payable. Not less than fifteen (15) days prior to the
      expiration date of each of the Policies, Grantor will deliver to Beneficiary
      satisfactory evidence of the renewal of each Policy. Notwithstanding anything
      to
      the contrary herein, in the event that the Franchise Agreement requires (1)
      greater amounts of coverage for any insurance required hereunder, or (2)
      additional types of insurance coverage, then the Franchise Agreement insurance
      requirements shall prevail. In the event Grantor fails to provide, maintain,
      keep in force, or deliver and furnish to Beneficiary evidence of the Policies,
      Beneficiary may, with prior written notice to Grantor, procure such insurance
      or
      single-interest insurance for such risks covering Beneficiary's interest, and
      Grantor will reimburse Beneficiary for all premiums paid by Beneficiary,
      together with interest thereon from the date paid at the Default Rate, promptly
      upon demand by Beneficiary. Until such payment is made by Grantor, the amount
      of
      all such premiums, together with interest thereon, shall be secured by this
      Deed
      of Trust.

    


    (e) If
      the
      Property shall be damaged or destroyed, in whole or in part, by fire or other
      casualty, Grantor shall give prompt written notice thereof to
      Beneficiary.

    


    (i) In
      the
      case of a loss covered by Policies, Beneficiary may: (A) settle and adjust
      any
      claim with the prior consent of Grantor, not to be unreasonably withheld or
      (B)
      allow Grantor to agree with the insurance company or companies on the amount
      to
      be paid upon the loss; provided,
      however,
      that,
      if no Event of Default shall have occurred and be continuing, Grantor may adjust
      losses aggregating not in excess of _____________ Dollars ($
      ) if
      such adjustment is carried out in a competent and timely manner and provided
      in
      any case that Beneficiary shall be, and is hereby, authorized to collect and
      receipt for any such insurance proceeds. The expenses incurred by Beneficiary
      in
      the adjustment and collection of insurance proceeds shall become part of the
      Debt, shall be secured by
      this
      Deed of Trust and shall be reimbursed by Grantor to Beneficiary on
      demand.

    


    (ii) In
      the
      event of any insured damage to or destruction of the Property or any part
      thereof (an "Insured
      Casualty"),
      the
      proceeds of insurance collected shall, at the 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    option
      of
      Beneficiary in its sole discretion, be applied to the payment of the Debt or
      applied to reimburse Grantor for the cost of restoring, repairing, replacing
      or
      rebuilding the Property or the part thereof subject to the Insured Casualty,
      in
      the manner set forth below. In no case shall any such application reduce or
      postpone any payments otherwise required pursuant to the Note. In the event
      of
      any Insured Casualty where: (A) the proceeds of insurance are sufficient to
      enable Grantor to fully restore the Property; (B) the term of, and proceeds
      derived from, Grantor's business interruption insurance (or other similar
      insurance) shall be sufficient to fully cover the period that the Property
      is
      undergoing restoration; (C) Beneficiary determines that the restoration is
      reasonably capable of being completed, and is actually completed, at least
      nine
      (9) months prior to the Maturity Date; (D) the Loan-To-Value Ratio upon
      completion of restoration is estimated, by an appraiser reasonably acceptable
      to
      Beneficiary, and at Grantor's expense, to be no greater than 0.65:1.0; (E)
      the
      Management Agreement has not been terminated as a result of the Insured
      Casualty; (F) the restoration can be completed within nine (9) months from
      the
      date that the Insured Casualty occurred, or within such shorter time period
      as
      may be required by the Management Agreement; (G) the restoration is permitted
      or
      required under
      the
      Management Agreement, and (H) the Debt Service Coverage Ratio upon completion
      of
      the restoration is reasonably estimated by Beneficiary to be a minimum of
      1.40:1.0, then, if no Event of Default shall have occurred and be continuing,
      the proceeds of insurance shall be applied to the cost of restoring, repairing,
      replacing or rebuilding the Property or the part thereof subject to the Insured
      Casualty, as provided for below; and Grantor hereby covenants and agrees
      forthwith to commence and diligently to prosecute such restoring, repairing,
      replacing or rebuilding. NOI for purposes of this calculation shall be NOI
      for
      the twelve (12) calendar month period immediately preceding the casualty, unless
      the appraiser referenced in clause 4(e)(ii)(D) above estimates that NOI after
      the restoration will be more than ten percent (10%) less than NOI for such
      twelve (12) calendar month period, in which case the Debt Service Coverage
      Ratio
      shall be calculated using the appraiser's estimate of NOI.

    


    (iii) In
      the
      event that proceeds of insurance, if any, shall be made available to Grantor
      for
      the restoring, repairing, replacing or rebuilding of the Property, Grantor
      hereby covenants to restore, repair, replace or rebuild the Property to be
      of at
      least equal value and of substantially the same character as prior to such
      damage or destruction, all to be effected in accordance with applicable law
      and
      plans and specifications approved in advance by Beneficiary and otherwise in
      accordance with the requirements of the Franchise Agreement; provided,
      however,
      that
      Grantor shall pay all costs (and if required by Beneficiary, shall deposit
      the
      total thereof with Beneficiary in advance) of such restoring, repairing,
      replacing or rebuilding in excess of the net proceeds of insurance required
      to
      be made available pursuant to the terms hereof.

    


    (iv) In
      the
      event Grantor is entitled to reimbursement out of insurance proceeds held by
      Beneficiary, such proceeds shall be disbursed from time to time upon Beneficiary
      being furnished with: (A) evidence satisfactory to it of the estimated cost
      of
      completion of the restoration, repair, replacement and rebuilding; (B) funds,
      or, at Beneficiary's option, assurances satisfactory to Beneficiary that such
      funds are available, sufficient in addition to the proceeds of insurance to
      complete the proposed restoration, 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    repair,
      replacement and rebuilding; and (C) such architect's certificates, waivers
      of
      lien for work previously performed or contemporaneously funded, contractor's
      sworn statements, title insurance endorsements, bonds, plats of survey and
      such
      other evidences of cost, payment and performance as Beneficiary may reasonably
      require and approve. Beneficiary may, in any event, require that all plans
      and
      specifications for such restoration, repair, replacement and rebuilding be
      submitted to and approved by Beneficiary prior to commencement of work (which
      approval shall not be unreasonably withheld). No payment made prior to the
      final
      completion of the restoration, repair, replacement and rebuilding shall exceed
      ninety percent (90%) of the value of the work performed from time to time.
      Funds
      other than proceeds of insurance shall be disbursed prior to disbursement of
      such proceeds, and at all times the undisbursed balance of such proceeds
      remaining in Beneficiary's possession, together with funds deposited for that
      purpose or irrevocably committed to the satisfaction of Beneficiary by or on
      behalf of Grantor for that purpose, shall be at least sufficient in the judgment
      of Beneficiary to pay for the cost of completion of the restoration, repair,
      replacement or rebuilding, free and clear of all liens and claims of lien.
      Any
      surplus which may remain out of insurance proceeds held by Beneficiary after
      payment of such costs of restoration, repair, replacement or rebuilding shall
      be
      delivered to Grantor, provided such restoration was performed in accordance
      with
      the provisions of this Section and Grantor is not then in default of its
      obligations under the Loan Documents. If the conditions in the immediately
      preceding sentence have not been satisfied, Beneficiary shall apply such surplus
      proceeds to the payment of the Debt in any order in its sole
      discretion

    


    (f) Grantor
      shall not carry separate insurance, concurrent in kind or form or contributing
      in the event of loss, with any insurance required under this Section.
      Notwithstanding the foregoing, Grantor may carry insurance not required under
      this Deed of Trust, provided any such insurance affecting the Property shall
      be
      for the mutual benefit of Grantor and Beneficiary, as their respective interests
      may appear, and shall be subject to all other provisions of this
      Section.

    


    (g) Prior
      to
      or contemporaneous with the execution of this Deed of Trust, Grantor shall
      provide Beneficiary with evidence that the insurance required hereunder is
      in
      full force and effect in accordance with the terms hereof, with all premiums
      due
      thereunder prepaid through the maturity of the Note.

    


    5. Payment
      of Taxes

    


    Grantor
      shall pay all taxes, assessments, water rates and sewer rents, now or hereafter
      levied, assessed or imposed against the Property or any part thereof
      (collectively, the "Taxes")
      and
      all ground rents, maintenance charges, other 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, assessed or imposed against the Property or any part thereof
      (collectively, the "Other
      Charges")
      as
      they become due and payable. Grantor will deliver to Beneficiary evidence
      satisfactory to Beneficiary that the Taxes and Other Charges have been so paid,
      or are not then delinquent, no later than thirty (30) days following the date
      on
      which the Taxes and/or Other Charges would otherwise be delinquent if not paid.
      Grantor shall not suffer, and shall promptly cause to be paid and discharged,
      any lien or charge whatsoever which may be or become a 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    lien
      or
      charge against the Property, and shall promptly pay for all utility services
      provided to the Property. Grantor shall furnish to Beneficiary or its designee
      receipts for the payment of the Taxes, Other Charges and charges for utility
      services prior to the date that such obligations shall become delinquent.
      Grantor shall be entitled to contest by appropriate legal proceeding, promptly
      initiated and conducted in good faith and with due diligence, the amount of
      any
      Taxes or Other Charges. Notwithstanding the preceding sentence, during the
      pendency of any such contest Grantor shall pay or cause to be paid all Taxes
      and
      Other Charges as and when due and payable, or otherwise in accordance with
      Section 32 hereof.

    


    6. Tax
      and Insurance Escrow Fund

    


    Grantor
      shall pay to Beneficiary on the Closing Date an initial deposit to the Tax
      and
      Insurance Escrow Fund in an amount which, when added to the monthly amounts
      to
      be deposited as specified below, will be sufficient in Beneficiary's estimation,
      to satisfy the next due Taxes and Other Charges and the next due Insurance
      Premiums. Grantor shall thereafter pay to Beneficiary monthly on the first
      (1st)
      day of each calendar month: (a) one-twelfth (1/12th) of an amount which
      would be sufficient to pay the Taxes and Other Charges payable, or estimated
      by
      Beneficiary to be payable, during the next ensuing twelve (12) months; and
      (b) one-twelfth (1/12th) 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 described in clauses (a) and (b) of
      Section 4 above, collectively, the "Tax
      and Insurance Escrow Fund").
      The
      Tax and Insurance Escrow Fund and the monthly installments of principal and
      interest payable under the Note shall be added together and shall be paid as
      an
      aggregate sum by Grantor to Beneficiary. Grantor hereby pledges to Beneficiary
      any and all monies now or hereafter deposited in the Tax and Insurance Escrow
      Fund as additional security for the payment of the Debt. Beneficiary will apply
      the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums
      required to be made by Grantor pursuant to Sections 4 and 5 hereof. If the
      amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for
      Taxes and Insurance Premiums pursuant to Sections 4 and 5 hereof, Beneficiary
      shall, in its discretion, return any excess to Grantor or credit such excess
      against future payments to be made to the Tax and Insurance Escrow Fund. If
      the
      Tax and Insurance Escrow Fund is not sufficient to pay the items set forth
      in
      Sections 4 and 5 above, Grantor shall promptly pay to Beneficiary, upon demand,
      an amount which Beneficiary shall estimate as sufficient to make up the
      deficiency. Upon the occurrence of an Event of Default, Beneficiary may apply
      any sums then comprising the Tax and Insurance Escrow Fund to the payment of
      the
      Debt in any order in its sole discretion. Until expended or applied as above
      provided, any amounts in the Tax and Insurance Escrow Fund shall constitute
      additional security for the Debt. To the extent permitted by applicable law,
      the
      Tax and Insurance Escrow Fund shall not constitute a trust fund and may be
      commingled with other monies held by Beneficiary. No earnings or interest on
      the
      Tax and Insurance Escrow Fund shall be payable to Grantor.

    


    Notwithstanding
      anything in this Deed of Trust to the contrary, for so long as all Insurance
      Premiums, Taxes and Other Charges are being timely paid by Grantor, evidence
      of
      which Grantor shall promptly provide to Beneficiary upon request, the provisions
      of this Section 6 shall not apply; provided,
      however,
      the
      foregoing waiver shall apply solely to Grantor. Upon a transfer or sale of
      the
      Property in accordance with Section 13 hereof, such transferee or purchaser
      of
      the 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Property
      shall be required to establish and maintain the Tax and Insurance Escrow Fund
      in
      accordance with the terms and conditions of this Section 6.

    


    7. Annual
      Budget; Accounts

    


    (a) Beneficiary
      shall this day, or as soon hereafter as is practicable, establish and shall
      thereafter maintain the following escrow accounts at one or more federally
      insured institutions selected by Beneficiary (collectively, the "Accounts"),
      each
      of which shall be in Beneficiary's name and shall constitute additional security
      for the Loan:

    


    (i) If
      required pursuant to the Replacement Reserve Agreement, the Replacement Reserve
      Account, into which deposits shall be made and from which disbursements shall
      be
      made in accordance with the Replacement Reserve Agreement (the “Replacement
      Reserve Account”);
      and

    


    (ii) Subject
      to the final paragraph of Section 6, Tax and Insurance Escrow Account, into
      which shall be deposited at closing and thereafter monthly on the first (1st)
      day of each calendar month, pursuant to the budget, an amount sufficient to
      satisfy Grantor's obligations under Section 6 hereof (the "Tax
      and Insurance Escrow Account").

    


    


    (c) Beneficiary
      shall have sole signatory authority with respect to any and all withdrawals
      from
      the Accounts. All such withdrawals shall be made solely in accordance with
      the
      budget and the applicable Loan Documents, and by this instrument Grantor does
      hereby irrevocably authorize and direct Beneficiary to make all such withdrawals
      on Grantor's behalf to satisfy Grantor's obligations hereunder and under such
      Loan Documents. 

    


    (d) If
      applicable, the Replacement Reserve Account shall be an interest-bearing account
      and the Tax and Insurance Escrow Account shall not bear interest.

    


    8. Condemnation

    


    (a)
       Grantor
      shall promptly give Beneficiary written notice of the actual or threatened
      commencement of any condemnation or eminent domain proceeding (a "Condemnation")
      and
      shall deliver to Beneficiary copies of any and all papers served in connection
      with such proceedings. Beneficiary is hereby irrevocably appointed as Grantor's
      attorney-in-fact, coupled with an interest, with exclusive power to collect,
      receive and retain any award or payment for such Condemnation and to make any
      compromise or settlement in connection with such proceeding, subject to the
      provisions of this Deed of Trust. Notwithstanding any taking by any public
      or
      quasi-public authority through eminent domain or otherwise (including, without
      limitation, any transfer made in lieu of or in anticipation of the exercise
      of
      such taking), Grantor shall continue to pay the Debt at the time and in the
      manner provided for in the Note, this Deed of Trust and the other Loan
      Documents, and the Debt shall not be reduced until any award or payment
      therefore shall have been actually received after expenses of collection and
      applied by Beneficiary to the discharge of the 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Debt.
      Beneficiary 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 in the Note.

    


    (b) If
      the
      Property shall be the subject of a Condemnation, in whole or in part, Grantor
      shall give prompt written notice thereof to Beneficiary.

    


    (i) In
      the
      case of a Condemnation, provided that no Event of Default has occurred and
      is
      continuing, Beneficiary may: (A) settle and adjust any claim with the prior
      written consent of Grantor, or (B) allow Grantor to agree with the condemning
      authority on the amount to be paid upon the Condemnation; provided,
      however,
      that,
      if no Event of Default shall have occurred and be continuing, Grantor may adjust
      losses aggregating not in excess of __________ Dollars ($ ) if such adjustment
      is carried out in a competent and timely manner, and provided in any case that
      Beneficiary shall be, and is hereby, authorized to collect and receipt for
      any
      such Condemnation award or proceeds. Notwithstanding the foregoing, if an Event
      of Default shall have occurred and be continuing, Beneficiary may settle and
      adjust any claim without the consent of Grantor. The expenses incurred by
      Beneficiary in the adjustment and collection of a Condemnation
      award or proceeds shall become part of the Debt, shall be secured by this Deed
      of Trust and shall be reimbursed by Grantor to Beneficiary on
      demand.

    


    (ii) In
      the
      event of any Condemnation affecting all or any portion of the Property, the
      award or proceeds collected upon any Condemnation shall, at the option of
      Beneficiary in its sole discretion, be applied to the payment of the Debt or
      applied to the cost of restoring, repairing, replacing or rebuilding the
      Property or the part thereof subject to the Condemnation in the manner set
      forth
      below. In no case shall any such application reduce or postpone any payments
      otherwise required pursuant to the Note. In the event of any Condemnation where:
      (A) the Condemnation proceeds are sufficient to enable Grantor to fully restore
      the Property; (B) the term of, and proceeds derived from, Grantor's business
      interruption insurance (or other similar insurance) shall be sufficient to
      fully
      cover the period that the Property is undergoing restoration; (C) Beneficiary
      determines that the restoration is reasonably capable of being completed, and
      is
      actually completed, at least nine (9) months prior to the Maturity Date; (D)
      the
      Loan-To-Value Ratio upon completion of restoration is estimated, by an appraiser
      reasonably acceptable to Beneficiary, and at Grantor's expense, to be no greater
      than 0.65:1.0; (E) the Management Agreement has not been terminated as a result
      of the Condemnation; (F) the restoration can be completed within nine (9) months
      from the date that the Condemnation occurred, or within such shorter time period
      as may be required by the Management Agreement; (G) the restoration is permitted
      or required under the Management Agreement, and (H) the Debt Service Coverage
      Ratio upon completion of the restoration is reasonably estimated by Beneficiary
      to be a minimum of 1.40:1.0, then, if no Event of Default shall have occurred
      and be continuing, the proceeds of insurance shall be applied to the cost of
      restoring, repairing, replacing or rebuilding the Property or the part thereof
      subject to the Condemnation, as provided for below; and Grantor hereby covenants
      and agrees forthwith to commence and diligently to prosecute such restoring,
      repairing, replacing or rebuilding. NOI for purposes of this calculation shall
      be NOI for the twelve (12) calendar month period immediately preceding the
      Condemnation, unless the appraiser 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    referenced
      in clause 8(b)(ii)(D) above estimates that NOI after the restoration will be
      more than ten percent (10%) less than NOI for such twelve (12) calendar month
      period, in which case the Debt Service Coverage Ratio shall be calculated using
      the appraiser's estimate of NOI.

    


    (iii) In
      the
      event that a Condemnation award or proceeds, if any, shall be made available
      to
      Grantor for the restoring, repairing, replacing or rebuilding of the Property,
      Grantor hereby covenants to restore, repair, replace or rebuild the Property
      to
      be of at least equal value and of substantially the same character as prior
      to
      such Condemnation, all to be effected in accordance with applicable law and
      plans and specifications approved in advance by Beneficiary; provided,
      however,
      that
      Grantor shall pay all costs (and if required by Beneficiary, shall deposit
      the
      total thereof with Beneficiary in advance) of such restoring, repairing,
      replacing or rebuilding in excess of the net award or proceeds made available
      pursuant to the terms hereof.

    


    (iv) In
      the
      event Grantor is entitled to reimbursement out of proceeds held by Beneficiary,
      such proceeds shall be disbursed from time to time upon Beneficiary being
      furnished with: (A) evidence satisfactory to it of the estimated cost of
      completion of the restoration, repair, replacement and rebuilding; (B) funds,
      or, at Beneficiary's option, assurances satisfactory to Beneficiary that such
      funds are available, sufficient in addition to the Condemnation award or
      proceeds to complete the proposed restoration, repair, replacement and
      rebuilding; and (C) such architect's certificates, waivers of lien for work
      previously performed or contemporaneously funded, contractor's sworn statements,
      title insurance endorsements, bonds, plats of survey and such other evidences
      of
      cost, payment and performance as Beneficiary may require and approve.
      Beneficiary may, in any event, require that all plans and specifications for
      such restoration, repair, replacement and rebuilding be submitted to and
      approved by Beneficiary prior to commencement of work (which approval shall
      not
      be unreasonably withheld). No payment made prior to the final completion of
      the
      restoration, repair, replacement and rebuilding shall exceed ninety percent
      (90%) of the value of the work performed from time to time. Funds other than
      the
      Condemnation award or proceeds shall be disbursed prior to disbursement of
      such
      proceeds, and at all times the undisbursed balance of such proceeds remaining
      in
      Beneficiary's possession, together with funds deposited for
      that
      purpose or irrevocably committed to the satisfaction of Beneficiary by or on
      behalf of Grantor for that purpose, shall be at least sufficient in the judgment
      of Beneficiary to pay for the cost of completion of the restoration, repair,
      replacement or rebuilding, free and clear of all liens and claims of lien.
      Any
      surplus which may remain out of a Condemnation award or proceeds held by
      Beneficiary after payment of such costs of restoration, repair, replacement
      or
      rebuilding shall be delivered to Grantor,
      provided such
      restoration was performed in accordance with the provisions of this Section,
      and
      Grantor is not then in default of its obligations under the Loan
      Documents.

    


    9. Leases
      and Rents

    


    (a) In
      connection with the Loan, Grantor does hereby grant, bargain, sell, convey,
      assign, and set over and has absolutely and unconditionally granted, bargained,
      sold, conveyed, 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    assigned
      and set over unto Beneficiary all of Grantor's right, title and interest in
      all
      current and future Leases and Rents, including, without limitation, the
      Operating Lease and all Rents derived therefrom, it being intended by Grantor
      that such assignment constitutes a present, absolute assignment and not an
      assignment for additional security only. Such assignment to Beneficiary shall
      not be construed to bind Beneficiary to the performance of any of the covenants,
      conditions or provisions contained in any such Lease or otherwise to impose
      any
      obligation upon Beneficiary. Grantor shall execute and deliver to Beneficiary
      such additional instruments, in form and substance reasonably satisfactory
      to
      Beneficiary, as may hereafter be requested by Beneficiary to further evidence
      and confirm such assignment. Nevertheless, subject to the terms of this Section,
      Beneficiary has granted to Grantor a revocable license to operate and manage
      the
      Property and to collect the Rents. Grantor shall hold the Rents, or a portion
      thereof sufficient to discharge
      all current sums due on the Debt, in trust for the benefit of Beneficiary for
      use in the payment of such sums. Upon the occurrence of an Event of Default,
      the
      license granted to Grantor shall automatically be revoked, and Beneficiary
      shall
      immediately be entitled to possession of all Rents, whether or not Beneficiary
      enters upon or takes control of the Property. Beneficiary is hereby granted
      and
      assigned by Grantor the right, at its option, upon revocation of the license
      granted herein, to enter upon the Property in person, by agent or by
      court-appointed receiver to collect the Rents. Any Rents collected after
      revocation of the license may be applied toward payment of the Debt in such
      priority and proportions as Beneficiary in its discretion shall deem
      appropriate.

    


    (b) Grantor
      shall furnish Beneficiary with executed copies of all Leases. All renewals
      of
      Leases and all proposed Leases shall provide for rental rates comparable to
      existing local market rates and shall be arms-length transactions and shall
      be
      subject to the prior written approval of Beneficiary (which approval shall
      not
      be unreasonably withheld, conditioned or delayed) for all Leases not including
      the Operating Lease. All Leases shall provide that they are subordinate to
      this
      Deed of Trust and that the lessee agrees to attorn to Beneficiary (provided,
      as
      to the Operating Lease only, that Beneficiary agrees not to disturb lessee’s
      possession). Grantor shall: (A) observe and perform all the obligations imposed
      upon the lessor under the Leases and shall not do or permit to be done anything
      to impair the value of the Leases as security for the Debt; (B) promptly send
      to
      Beneficiary copies of all notices of default which Grantor shall send or receive
      thereunder; (C) enforce all of the terms, covenants and conditions contained
      in
      the Leases (other than minor waivers in the ordinary course of business in
      all
      Leases not including the Operating Lease) on the part of the lessee thereunder
      to be observed or performed, short of termination thereof; (D) not collect
      any
      Rents more than one (1) month in advance; (E) not execute any other assignment
      of the lessor's interest in the Leases or Rents; (F) other than de
      minimis
      non-financial amendments, not alter, modify or change the terms of the Leases
      without the prior written consent of Beneficiary, or, except if a lessee is
      in
      default, cancel or terminate the
      Leases or accept a surrender thereof or convey or transfer or suffer or permit
      a
      conveyance or transfer of the Property or of any interest therein so as to
      effect a merger of the estates and rights of, or a termination or diminution
      of
      the obligations
      of, lessees thereunder;
      provided,
      however,
      that
      any Lease (not including the Operating Lease) may be canceled if at the time
      of
      the cancellation thereof a new Lease is entered into with a bona fide,
      independent third-party on substantially the same terms or more favorable terms
      as the canceled Lease; (G) not alter, modify or change the terms of any guaranty
      of the Leases or cancel or terminate such guaranty without the prior written
      consent of Beneficiary (which approval shall not be unreasonably withheld,
      conditioned or delayed for all such guaranties); (H) not consent to any
      assignment of or subletting 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    under
      the
      Leases (not including the Operating Lease) not in accordance with their terms,
      without the prior written consent of Beneficiary (which consent shall not be
      unreasonably withheld, conditioned or delayed for all such Leases not including
      the Operating Lease); and (I) execute and deliver at the request of Beneficiary
      all such further assurances, confirmations and assignments in connection with
      the Property as Beneficiary shall from time to time request.

     

    (c) All
      security deposits of lessees, whether held in cash or any other form, shall
      not
      be commingled with any other funds of Grantor and, if cash, shall be deposited
      by Grantor into a separate "Security Deposits Account." Any bond or other
      instrument which Grantor is permitted to hold in lieu of cash security deposits
      under any applicable legal requirements shall be maintained in full force and
      effect unless replaced by cash deposits as hereinabove described, shall be
      issued by an institution satisfactory to Beneficiary, shall, if permitted
      pursuant to any legal requirements, name Beneficiary as payee or mortgagee
      thereunder (or at Beneficiary's option, be fully assignable to Beneficiary)
      and
      shall, in all respects, comply with any applicable legal requirements and
      otherwise be reasonably satisfactory to Beneficiary. Grantor shall, upon
      request, provide Beneficiary with evidence reasonably satisfactory to
      Beneficiary of Grantor's compliance with the foregoing. Following the occurrence
      and during the continuance of any Event of Default, Grantor shall, upon
      Beneficiary's request, if permitted by any applicable legal requirements, turn
      over to Beneficiary the security deposits (and any interest theretofore earned
      thereon) with respect to all or any portion of the Property, to be held by
      Beneficiary subject to the terms of the Leases. 

    


    (d) Grantor
      makes the following additional covenants with respect to the Operating
      Lease:

    


    (i) Grantor
      shall (x) diligently perform and observe all of the terms, covenants and
      conditions of the Operating Lease on the part of Grantor, as landlord
      thereunder, to be performed and observed prior to the expiration of any
      applicable grace period therein provided, (y) promptly notify Beneficiary of
      the
      giving of any notice by Tenant, as tenant thereunder, of any default by Grantor
      in the performance or observance of any of the terms, covenants or conditions
      of
      the Operating Lease on the part of Grantor, as landlord thereunder, to be
      performed or observed and deliver to Beneficiary a true copy of each such notice
      and (z) diligently enforce all of the terms, covenants and conditions contained
      in the Operating Lease which are to be performed by Tenant thereunder. Grantor
      shall not, without the prior consent of Beneficiary, in its sole discretion
      (regarding rent, other economic terms and other material Operating Lease
      provisions, otherwise in its reasonable discretion), surrender its interest
      in
      the Operating Lease, consent to an assignment of Tenant's interest under the
      Operating Lease, or terminate or cancel the Operating Lease or modify, change,
      supplement, alter or amend the Operating Lease, in any respect, either orally
      or
      in writing, and Grantor hereby assigns to Beneficiary, as further security
      for
      the payment of the Debt, all of the rights, privileges and prerogatives of
      Grantor, as landlord under the Operating Lease, to consent to an assignment
      of
      Tenant's interest under the Operating Lease, or to terminate, cancel, modify,
      change, supplement, alter or amend the Operating Lease in any respect, and
      any
      such assignment of Tenant's interests thereunder, or termination, cancellation,
      modification, change, supplement, alteration or amendment of the Operating
      Lease
      in any material respect without the prior consent of Beneficiary shall be void
      and of no force and effect. If Grantor shall receive notice from Tenant of
      an
      event of default in the performance or observance of any term, covenant or
      condition of the Operating Lease 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    on
      the
      part of Grantor, as landlord thereunder, to be performed or observed, then,
      without limiting the generality of the other provisions of this Deed of Trust,
      and without waiving or releasing Grantor from any of its obligations hereunder,
      Beneficiary 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 of the terms, covenants and conditions of the Operating Lease on the part
      of
      Grantor, as landlord thereunder, to be performed or observed or to be promptly
      performed or observed on behalf of Grantor, to the end that the rights of
      Grantor in, to and under the Operating Lease shall be kept unimpaired and free
      from default, even though the existence of such event of default or the nature
      thereof be questioned or denied by Grantor or by any party on behalf of Grantor.
      Beneficiary will, prior to the making of any such payment, the performance
      of
      any such act, or the taking of any such action in accordance with the previous
      sentence, notify Grantor in writing, consult with Grantor in connection
      therewith, and afford Grantor a reasonable opportunity to address such matter
      with Tenant, not to exceed ten (10) business days. In any such event, subject
      to
      the rights of tenants, subtenants and other occupants under the Leases,
      Beneficiary and any person designated by Beneficiary shall have, and are hereby
      granted, the right to enter upon the Property at any time and from time to
      time
      for the purpose of taking any such action. Beneficiary may pay and expend such
      sums of money as Beneficiary reasonably deems necessary for any such purpose
      and
      upon so doing shall be subrogated to any and all rights of the tenant under
      the
      Operating Lease. Grantor hereby agrees to pay to Beneficiary promptly after
      demand, which demand shall include documentation describing Beneficiary's
      expenditures in reasonable detail, all such sums so paid and expended by
      Beneficiary, together with interest thereon from the day of such payment until
      paid at the Default Rate (as defined in the Note). All sums so paid and expended
      by Beneficiary and the interest thereon shall be secured by the legal operation
      and effect of this Deed of Trust. 

    


    (e) Beneficiary's
      acceptance of this assignment of the Leases shall not be deemed to constitute
      Beneficiary a "mortgagee in possession," nor obligate Beneficiary to appear
      in
      or defend any proceeding relating to the Leases or to the Property, or to take
      any action hereunder, expend any money, incur any expenses, or perform any
      obligation or liability under the Leases, or assume any obligation for any
      deposit delivered to Grantor by any tenant and not delivered to and accepted
      by
      Beneficiary as such. Beneficiary shall not be liable for any injury or damage
      to
      person or property in or about the Property due solely to Beneficiary's
      acceptance of this assignment, or for Beneficiary's failure to collect or to
      exercise diligence in collecting Rents, but shall be accountable only for Rents
      that it shall actually receive. Neither the assignment of Leases and Rents,
      nor
      enforcement of Beneficiary's rights regarding the Leases and Rents (including
      collection of Rents) nor possession of the Property by Beneficiary nor
      Beneficiary's consent to or approval of any Lease (nor all of the same), shall
      render Beneficiary liable on any obligation under or with respect to any Lease
      or constitute affirmation of, or any subordination to, any Lease, occupancy,
      use
      or option. If Beneficiary seeks or obtains any judicial relief regarding Rents
      or Leases, the same shall in no way prevent the concurrent or subsequent
      employment of any other appropriate rights or remedies nor shall same constitute
      any election of judicial relief for any foreclosure or any other purpose.
      Beneficiary neither has nor assumes any obligations as lessor or landlord with
      respect to any Lease. The rights of Beneficiary under this Section 9 shall
      be
      cumulative of all other rights of Beneficiary under the Loan Documents or
      otherwise.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (f) Grantor
      acknowledges that this Deed of Trust is a "Mortgage" as defined in the Operating
      Lease and that pursuant to Article XXXIV of the Operating Lease (w) Tenant
      will
      receive the same notice, if any, given to Grantor by Beneficiary following
      an
      Event of Default, acceleration of the Debt or any foreclosure sale relating
      to
      this Deed of Trust, (x) Tenant will be permitted to cure any such Default on
      Grantor's behalf within applicable cure periods (in which event Tenant shall
      be
      reimbursed by Grantor for all costs relating to such cure, including without
      limitation, reasonable attorney's fees), and (y) Tenant will be permitted to
      appear by its representative and to bid at any foreclosure sale relating to
      this
      Deed of Trust.

    


    (g) Notwithstanding
      Section 10(t) hereof, Grantor may enter into certain operating leases and
      capital leases of personal property, hotel management systems or office
      equipment, including, but not limited to: copiers, computers, fax machines
      and
      telephone equipment or other subordinate financing, copies of which have been
      previously delivered to Beneficiary, of equipment used in the ordinary course
      of
      business in the operation of hotels and which, in the aggregate, have a payment
      stream that does not exceed _________ Dollars ($ ) per year, and in the
      aggregate over the term of all such leases and subordinate financing, have a
      payment stream that does not exceed _________ Dollars ($ ) (the "FF&E
      Financing").
      Grantor shall have the right to request approval of an increase in the foregoing
      amounts in connection with the replacement/renewal of operating leases, capital
      leases and/or equipment, which approval shall not be unreasonably withheld,
      conditioned or delayed.

    


    10. Representations
      Concerning Loan and Anti-Terrorism Laws

    


    Grantor
      represents, warrants and covenants as follows:

    


    (a) Grantor
      is duly organized and validly existing in good standing under the applicable
      laws of the state of its creation as a limited partnership, and Grantor is
      qualified to do business in and is in good standing in its state of formation
      and in the state in which the Property is located, with full power, right,
      authority and legal capacity to enter into this Deed of Trust, the Loan and
      the
      Loan Documents and to operate the Property as contemplated hereunder. Grantor
      is
      a valid limited partnership for federal and state income tax purposes. If the
      issuance of any interest in Grantor is subject to any so-called "Blue Sky Laws"
      and/or any federal securities laws and regulations, each such
      issuance has been in compliance with all such laws and regulations to which
      it
      is subject. General Partner is the sole general partner of Grantor and is duly
      organized and validly existing in good standing under the applicable laws of
      the
      state of its creation as a corporation, and General Partner is qualified to
      do
      business in and is in good standing in its state of formation and in the state
      in which the Property is located. If the issuance of any interest in General
      Partner is subject to any so-called "Blue Sky Laws" and/or any federal
      securities laws and regulations, each such issuance has been in compliance
      with
      all such laws and regulations to which it is subject. General Partner is a
      valid
      corporation for federal and state income tax purposes.

    


    (b) The
      execution, delivery and performance of the Loan Documents executed or delivered
      by Grantor to which it is a party and the consummation of the transactions
      contemplated thereby: (i) have been duly authorized by all requisite actions;
      (ii) have been approved
      or consented 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    to
      by all
      of their respective constituent entities whose approval or consent is required
      to be obtained; (iii) do not require the approval or consent of any governmental
      authority having jurisdiction over Grantor or the Property; (iv) do not and
      will
      not constitute a violation of, or default under, the governing instruments
      of
      Grantor or any applicable requirement of a governmental authority; and (v)
      will
      not be in contravention of any court or administrative order or ruling
      applicable to Grantor or the Property, or any mortgage, indenture, agreement,
      commitment or instrument to which Grantor is a party or by which it or its
      assets are bound, nor create or cause to be created any mortgage, lien,
      encumbrance, or charge against the assets of Grantor other than those permitted
      by the Loan Documents.

    


    (c) There
      are
      no actions, suits or proceedings pending, or, to the best knowledge of Grantor,
      threatened, nor any pending or, to the best knowledge of Grantor threatened
      labor disputes, against or affecting Grantor or the Property, or any other
      collateral covered by the Loan Documents, or involving the validity or
      enforceability of the Loan Documents or the priority of the liens created or
      to
      be created thereby, at law or in equity, or before or by any governmental
      authority, which, if adversely determined, would, in the determination of
      Beneficiary, either individually or in the aggregate, have a material adverse
      affect on (i) the operation of the Property as contemplated hereunder, (ii)
      the
      ability of Grantor to pay all of its liabilities or to perform
      all of its obligations in the manner and within the time
      periods required under the Loan Documents, (iii) the validity, enforceability
      or
      consummation of the Loan Documents or the transactions contemplated thereby,
      or
      (iv) the title to the Property, the permitted uses of the Property or the value
      of the security provided by the Loan Documents. Grantor has complied with all
      requirements of ERISA.

    


    (d) This
      Deed
      of Trust and the other Loan Documents are the legal, valid and binding
      obligations of Grantor, and are not subject to any right of rescission, set-off,
      counterclaim or defense, including the defense of usury, nor would the operation
      of any of the terms of the Note, this Deed of Trust and the other Loan
      Documents, or the exercise of any right thereunder, render this Deed of Trust
      or
      the other Loan Documents unenforceable, in whole or in part, or subject to
      any
      right of rescission, set-off, counterclaim or defense, including the defense
      of
      usury.

    


    (e) All
      certifications, permits, licenses and approvals required for the legal use,
      occupancy and operation of the Property as a hotel, including, without
      limitation, any applicable liquor license, certificate of completion and
      occupancy permit, have been obtained and are in full force and effect. The
      Property is free of material damage and is in good repair, and there is no
      proceeding pending or, to the best of Grantor's knowledge, threatened for the
      total or partial condemnation of, or affecting, the Property.

    


    (f) All
      of
      the Improvements which were considered in determining the appraised value of
      the
      Property lie wholly within the boundaries and building restriction lines of
      the
      Property, no improvements on adjoining properties encroach upon the Property,
      and no easements or other encumbrances upon the Land encroach upon any of the
      Improvements, so as to affect the value or marketability of the Property. The
      Property is contiguous to and has access to a physically and legally open
      all-weather public street, has all necessary permits and approvals for ingress
      and egress, is adequately serviced by public water, sewer systems and utilities
      and is on one or more separate tax parcels, all of which are separate and apart
      from any other property owned by Grantor or any other 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    person.
      The Property has all necessary access by public roads or easements which in
      each
      case are not terminable and are not subordinate to any mortgage other than
      this
      Deed of Trust. The Property and all of the Improvements comply with all laws,
      ordinances or regulations pertaining to the use or operation of the Property,
      including, without limitation, applicable zoning, subdivision and land use,
      fire, health and safety laws, regulations and ordinances.

    


    (g) The
      Property is not subject to any leases, licenses or other use or occupancy
      agreements other than the Leases, the Management Agreement and the Franchise
      Agreement disclosed and delivered to Beneficiary in connection with this Deed
      of
      Trust. Other than ENN, subject to the terms and conditions of the Operating
      Lease, no person has any possessory interest in the Property or right to occupy
      any portion thereof except under and pursuant to the provisions of the Leases
      or
      transient hotel guests in the ordinary course of Grantor's
      business.

    


    (h) The
      financial statements of Grantor and/or Guarantor heretofore furnished to
      Beneficiary and certified by a senior financial officer as true, correct and
      complete as of the end of and for such period are, as of the date specified
      therein, complete and correct in all material respects and fairly present the
      financial condition of Grantor and Guarantor and
      are,
      with respect
      to the corporate general partner of Grantor, prepared in accordance with GAAP
      and the Uniform System of Accounts for hotel and motel properties as approved
      by
      the American Hotel and Motel Association (as in effect from time to time, the
      “Uniform
      System of Accounts”)
      applied on a consistent basis. Grantor and/or Guarantor does not on the date
      hereof have any contingent liabilities, liabilities for taxes, unusual forward
      or long-term commitments or unrealized or anticipated losses from any
      unfavorable commitments which in each case are known to Grantor and/or Guarantor
      and which, in Grantor's opinion, are reasonably likely to result in a material
      adverse effect on the Property or the operation thereof as a hotel, except
      as
      referred to or reflected or provided for in the financial statements heretofore
      furnished to Beneficiary or as otherwise disclosed to Beneficiary herein. Since
      the last date of such financial statements, there has been no material adverse
      change in the financial condition, operations or business of Grantor and/or
      Guarantor from that set forth in such financial statements as of the dates
      thereof.

    


    (i) To
      the
      best of Grantor's knowledge, the Franchise Agreement is in full force and effect
      and there is no default, breach or violation existing thereunder by any party
      thereto and no event (other than payments due but not yet delinquent) which,
      with the passage of time or with notice and the expiration of any grace or
      cure
      period, would constitute a default, breach or violation by any party
      thereunder.

    


    (j) To
      the
      best of Grantor's knowledge, the Management Agreement is in full force and
      effect and there is no default, breach or violation existing thereunder by
      any
      party thereto and no event (other than payments due but not yet delinquent)
      which, with the passage of time or with notice and the expiration of any grace
      or cure period, would constitute a default, breach or violation by any party
      thereunder.

    


    (k) Neither
      the execution and delivery of the Loan Documents, Grantor's performance
      thereunder, the recordation of this Deed of Trust, nor the exercise of any
      remedies by Beneficiary, will adversely affect (i) Grantor's rights under the
      Leases or the Operating Agreements 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    or
      (ii)
      the licenses, registrations, permits, certificates, authorizations and approvals
      necessary for the operation of the Property as a hotel.

    


    (l) The
      Operating Lease and the Leases are in full force and effect and there is no
      default, breach or violation existing thereunder by any party thereto and no
      event (other than payments due but not yet delinquent) which, with the passage
      of time or with notice and the expiration of any grace or cure period, would
      constitute a default, breach or violation by any party thereunder.

    


    (m) Since
      the
      date of the last inspection of the Property by Beneficiary: (i) no portion
      of
      the Property has been damaged and not repaired to Beneficiary's satisfaction
      or
      has been taken in condemnation or other similar proceedings; and (ii) no change
      has occurred in the structure or physical condition of the Property other than
      customary wear and tear.

    


    (n) Since
      the
      date of the information and documentation relating to the Property furnished
      to
      Beneficiary, no material change in the Property has occurred.

    


    (o) No
      default has occurred and is continuing in the performance of any obligation
      of
      Grantor or any affiliate of Grantor which would be deemed an Event of Default
      under the Loan Documents if they were in effect, or any instruments evidencing,
      securing or guaranteeing any other loan.

    


    (p) There
      exists no fact, event or disclosure in connection with the Loan that reasonably
      could be expected to cause the Loan to become delinquent or otherwise have
      a
      material adverse affect on the Loan or the Property.

    


    (q) No
      notice
      of violation of any municipal ordinances has been filed against the Property
      by
      any municipal department.

    


    (r) Grantor
      has no knowledge of any latent or patent defects in the roof, foundations,
      sprinkler mains, garage, structural, mechanical and HVAC systems and masonry
      wall in any of the Improvements.

    


    (s) The
      survey of the Property delivered to Beneficiary in connection with this Deed
      of
      Trust has been performed by a duly licensed surveyor or registered professional
      engineer in the jurisdiction in which the Property is situated and does not
      fail
      to reflect any material matter affecting the Property or the title
      thereto.

    


    (t) Grantor
      is the owner of all of the furniture, fixtures and equipment (but not
      "Inventory",
      as
      defined in the Uniform System of Accounts) located on or used in connection
      with
      the Property, except for certain capital leases for furniture, fixtures and
      equipment as required under the Franchise Agreement, if any, and the personal
      property, subject to the FF&E Financing.

    


    (u) To
      the
      best of Grantor's knowledge, the Declaration of Easements dated _________,
      200_
      and filed for record ________, 200_ under _______ County Clerk’s file number



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ______,
      the Declaration of Sign Easement dated ________, 200_ and filed for record
      on
      ________, 200_ under _______ County Clerk’s file number _______ are in full
      force and effect and there is no default, breach or violation existing
      thereunder by any party thereto and no event (other than payments due but not
      yet delinquent) which, with the passage of time or with notice and the
      expiration of any grace or cure period, would constitute a default, breach
      or
      violation by any party thereunder.

    


    (v) The
      "Other
      Leases"
      (as
      defined in the Operating Lease) are in full force and effect and there is no
      default, breach or violation existing thereunder by any party thereto and no
      event (other than payments due but not yet delinquent) which, with the passage
      of time or with notice and the expiration of any grace or cure period, would
      constitute a default, breach or violation by any party thereunder.

    


    (w) There
      are
      no termination payments or other damage amounts (as described in Article XVI
      of
      the Operating Lease) deferred, accrued or otherwise due and owing by Grantor
      under the Operating Lease or the Other Leases.

    


    (x) No
      portion of the Property has been or will be purchased, improved, equipped or
      furnished with proceeds of any illegal activity.

    


    (y) Grantor,
      and to the best of Grantor's knowledge, after having made diligent inquiry,
      (a)
      each Person owning an
      interest of twenty percent (20%) or more in
      Grantor and in Grantor's general partner, managing member or manager, as
      appropriate, (b) each Guarantor, (c) Manager, and (d) each tenant at the
      Property: (i) is not currently identified on the OFAC List, and (ii) is not
      a
      Person with whom a citizen of the United States is prohibited to engage in
      transactions by any trade embargo, economic sanction, or other prohibition
      of
      United States law, regulation, or Executive Order of the President of the United
      States. Grantor has implemented procedures, and will consistently apply those
      procedures throughout the term of the Loan, to ensure the foregoing
      representations and warranties remain true and correct during the term of the
      Loan.

    


    (z) Grantor
      shall comply with all Requirements of Law relating to money laundering,
      anti-terrorism, trade embargos and economic sanctions, now or hereafter in
      effect. Upon Beneficiary's request from time to time during the term of the
      Loan, Grantor shall certify in writing to Beneficiary that Grantor's
      representations, warranties and obligations under subsection (y) above and
      this
      subsection (z) remain true and correct and have not been breached. Grantor
      shall
      immediately notify Beneficiary in writing if any of such representations,
      warranties or covenants are no longer true or have been breached or if Grantor
      has a reasonable basis to believe that they may no longer be true or have been
      breached. In connection with such an event, Grantor shall comply with all
      Requirements of Law and directives of Governmental Authorities and, at
      Beneficiary's request, provide to Beneficiary copies of all notices, reports
      and
      other communications exchanged with, or received from, Governmental Authorities
      relating to such an event. Grantor shall also reimburse Beneficiary any expense
      incurred by Beneficiary in evaluating the effect of such an event on the Loan
      and Beneficiary's interest in the collateral for the Loan, in obtaining any
      necessary licenses from Governmental Authorities as may be necessary for
      Beneficiary to enforce its rights under the Loan Documents, and in complying
      with all Requirements of Law applicable to Beneficiary as the 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    result
      of
      the existence of such an event and for any penalties or fines imposed upon
      Beneficiary as a result thereof.

    


    11. Single
      Purpose Entity; Authorization

    


    Grantor
      represents and warrants, and covenants for so long as any obligations secured
      by
      this Deed of Trust remain outstanding, as follows:

    


    (a) Grantor
      does not and will not own any asset or property other than those related to
      or
      derived from: (i) the Property; and (ii) personal property necessary for the
      ownership or operation of the Property.

    


    (b) Grantor
      does not and will not engage in any business activity unrelated to the Property;
      other than the ownership, management and operation of the Property, and Grantor
      will conduct and operate its business in all material respects as presently
      conducted and operated and will not change the use of the Property.

    


    (c) Grantor
      will maintain an arms-length relationship with its affiliates and enter into
      transactions with its affiliates only on a commercially reasonable
      basis.

    


    (d) Grantor
      has not incurred and will not incur any indebtedness, secured or unsecured,
      direct or indirect, absolute or contingent (including guaranteeing any
      obligation), other than the Debt and trade and operational debt, and other
      ordinary operating expenses including property management fees, incurred in
      the
      ordinary course of business with trade creditors and in amounts as are customary
      and reasonable under the circumstances. This prohibition includes any debt
      secured or to be secured by any of Grantor’s key principal’s, general partner’s
      or partner’s equity interests in Grantor. Except with Beneficiary's prior
      written approval in each instance, no indebtedness other than the Debt is or
      shall be secured by the Property. Beneficiary's approval shall be granted or
      withheld at Beneficiary's sole discretion. 

    


    (e) Grantor
      has not made and will not make any loans or advances to any other person or
      entity (including any constituent party, Guarantor or any affiliate of Grantor,
      or any constituent of Guarantor), except in de
      minimus
      amounts
      in the ordinary course of business and of the character of trade or operational
      expenses, or buy or hold evidence of indebtedness issued by any other person
      or
      entity (other than cash and investment-grade securities).

    


    (f) Grantor
      has done or caused to be done, and will do or cause to be done, all things
      necessary to preserve its existence, to observe all limited partnership
      formalities and other organizational formalities, and Grantor will not, nor
      will
      Grantor permit any party to amend, alter, change or repeal the partnership
      certificate, partnership agreement, or other organizational documents, as the
      case may be, of Grantor or Guarantor in a manner which would adversely affect
      the Grantor's existence as a single purpose entity.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (g) Grantor
      will maintain books and records, bank accounts and financial statements, showing
      its assets and liabilities, separate from any other person or entity, and
      Grantor and Guarantor will each file or cause to be filed tax returns separate
      from those of any other entity, will not file a consolidated federal income
      tax
      return with any other entity, nor shall it have its assets listed on the
      financial statement of any other entity. Grantor shall not change the principal
      place of its business or the jurisdiction of formation without the prior written
      consent of Beneficiary.

    


    (h) Grantor
      is and will be, and at all times (i) will hold itself out to the public as
      a
      legal entity separate and distinct from any other entity (including any
      affiliate or constituent party of Grantor or any affiliate or constituent party
      of Guarantor), (ii) will use and conduct its business in its own name; (iii)
      will not identify itself as a division of any other person or entity, and (iv)
      will promptly correct any known misunderstanding regarding its separate
      entity.

    


    (i) Neither
      Grantor nor any constituent party will dissolve, liquidate, consolidate, merge
      or sell all or substantially all of the assets of the Grantor, or take any
      action that is reasonably likely to cause the Grantor to become
      insolvent.

    


    (j) Grantor
      will hold all of its assets in its own name. Grantor will not commingle its
      funds and other assets with those of any other person or entity, or pledge
      its
      assets for the benefit of any other person or entity affiliate or constituent
      party of Grantor, any affiliate or constituent party of Guarantor, or any other
      person, except in connection with the Loan from Beneficiary.

    


    (k) Grantor
      will not guarantee or become obligated for the debts of any other entity or
      person except for the debt evidenced by the Loan Documents.

    


    (l) Grantor
      will not hold out its credit as being available to satisfy the obligations
      of
      any other person or entity.

    


    (m) Grantor
      will not acquire the obligations or securities of its affiliates, members,
      shareholders or partners.

    


    (n) Grantor
      will pay its own liabilities and expenses only out of its funds.

    


    (o) Grantor
      will pay the salaries of its own employees, if any, from its own
      funds.

    


    (p) Grantor
      will maintain a sufficient number of employees, if any, in light of its
      contemplated business operations.

    


    (q) Grantor
      will allocate fairly and reasonably any overhead expenses that are shared with
      an affiliate, including paying for office space and services performed by any
      employee of an affiliate.

    


    (r) Grantor
      will use separate stationery, invoices and checks bearing its own
      name.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (s) Grantor
      will maintain adequate capital in light of its contemplated business
      operations.

    


    12. Maintenance
      of Property

    


    Grantor
      shall cause the Property to be maintained in a good and safe condition and
      repair. The Improvements and the Equipment shall not be removed, demolished
      or materially
      altered (except for normal replacement of the Equipment) without the
      prior written
      consent of Beneficiary. Grantor shall promptly comply with all laws, orders
      and
      ordinances affecting the Property, or the use thereof, subject to Grantor's
      right to contest the same as provided in this Deed of Trust. Grantor 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 8 hereof,
      and shall complete and pay for any structure at any time in the process of
      construction or repair on the Land. Except as expressly permitted in writing
      by
      Beneficiary, Grantor 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,
      Grantor will not cause or permit such nonconforming use to be discontinued
      or
      abandoned without the prior written consent of Beneficiary. Grantor shall not
      without the prior written consent of Beneficiary: (a) change the use of the
      Land
      as currently configured and utilized; (b) permit or suffer to occur any waste
      on
      or to the Property or to any portion thereof; or (c) take any steps whatsoever
      to convert the Property, or any portion thereof, to a condominium or cooperative
      form of ownership.
      Grantor shall not enter into any license, easement, covenant or other agreement
      affecting the Property without the prior written consent of
      Beneficiary.

    


    13. Transfer
      or Encumbrance of the Property

    


    (a) Grantor
      acknowledges that Beneficiary has examined and relied on the creditworthiness
      and experience of Grantor and its general partner, limited partners and
      beneficial owners in owning and operating properties such as the Property in
      agreeing to make the loan secured by this Deed of Trust, and that Beneficiary
      will continue to rely on Grantor's interest in the Property as a means of
      maintaining the value of the Property as security for repayment of the Debt.
      Grantor acknowledges that Beneficiary has a valid interest in maintaining the
      value of the Property so as to ensure that, should Grantor default in the
      repayment of the Debt, Beneficiary can recover the Debt by a sale of the
      Property. Grantor shall not, without the prior written consent of Beneficiary,
      sell, convey,
      alienate, mortgage, encumber, pledge or otherwise transfer its interest in
      the
      Property or any part thereof, or permit the Property or any part thereof to
      be
      sold, conveyed, alienated, mortgaged, encumbered, pledged or otherwise
      transferred.

    


    (b) A
      sale,
      conveyance, alienation, mortgage, encumbrance, pledge or transfer within the
      meaning of this Section shall be deemed to include: (i) a land contract or
      other
      form of installment sales agreement wherein Grantor agrees to sell its interest
      in the Property or any part thereof for a price to be paid in installments;
      (ii)
      an agreement by Grantor 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, Grantor's right,
      title and interest in and to any Leases or any Rents; (iii) if Grantor,
      Guarantor, or any general partner of Grantor is a corporation, the voluntary
      or
      involuntary sale, exchange, conveyance or transfer of such corporation's stock
      (or the stock of any corporation directly or indirectly controlling such corporation
      by operation of law or otherwise) or the creation or issuance of new stock,
      in
      one or a series of transactions by which an aggregate of more than forty-nine
      percent (49%) of such corporation's stock shall be vested in a party or parties
      who are not now stockholders; (iv) if Grantor, Guarantor or any general partner
      or managing member (or if no managing member, any member) of Grantor is a
      limited or general partnership or joint venture, the change, removal or
      resignation of a general partner, managing partner or joint venturer, or the
      transfer or pledge of the partnership interest of any general partner, managing
      partner or joint venturer or any profits or proceeds related thereto or the
      transfer, pledge, issuance or creation, in one or a series of transactions,
      of
      limited partnership interests by which more than forty-nine percent (49%) of
      such limited partnership interests shall be vested in a party or parties who
      are
      not now limited partners; and (v) if Grantor or any general partner or member
      of
      Grantor is a limited liability company, (A) the change, removal or resignation
      of a managing member (or if no managing member, any member) or the transfer
      of
      the membership interests or "units" of a managing member (or if no managing
      member, any member) or any profits or proceeds relating to such membership
      interests or "units", or (B) the voluntary or involuntary sale, exchange,
      conveyance or transfer of membership interests or "units" in such limited
      liability company, or the creation or issuance of new membership
      interests or "units" in one or a series of transactions by which an aggregate
      of
      more than forty-nine percent (49%) of such company's membership interests or
      "units" shall be vested in a party or parties who are not now members;
provided,
      however,
      that
      such limitation shall not operate to restrict the free transferability of stock
      in Equity Inns, Inc., a Tennessee corporation or, subject to subsection (iv)
      above, issuance of limited partnership units in Guarantor. Notwithstanding
      the
      foregoing, the following shall not constitute a transfer for purposes of this
      Section 13: (x) transfer by devise or descent or by operation of law upon the
      death of a partner of Grantor or of any Guarantor, or (y) a sale or transfer
      of
      a partnership interest in Grantor by a current partner to an immediate family
      member (i.e., parents, spouses, siblings, children or grandchildren) of such
      partner or to a trust for the benefit of an immediate family member of such
      partner.

    


    (c) No
      sale,
      conveyance, alienation, mortgage, encumbrance, pledge or transfer of Grantor’s
      interest in the Property, shall be permitted during the term of the Loan without
      Beneficiary's prior written approval. Beneficiary shall not be required to
      demonstrate any actual impairment of its security or any increased risk of
      default hereunder in order to declare the Debt immediately due and payable
      upon
      Grantor's sale, conveyance, alienation, mortgage, encumbrance, pledge or
      transfer its interest in the Property without Beneficiary's consent. This
      provision shall apply to every sale, conveyance, alienation, mortgage,
      encumbrance, pledge or transfer its interest in the Property regardless of
      whether voluntary or not, or whether or not Beneficiary has consented to any
      previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer
      of Grantor’s interest in the Property.

    


    (d) Beneficiary's
      consent to one sale, conveyance, alienation, mortgage, encumbrance, pledge
      or
      transfer of Grantor’s interest in the Property shall not be deemed to be a
      waiver of Beneficiary's right to require such consent in the future. Any sale,
      conveyance, alienation, 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    mortgage,
      encumbrance, pledge or transfer of the Property made in contravention of this
      Section shall be null and void and of no force or effect.

    


    (e) Grantor
      agrees to bear and shall pay or reimburse Beneficiary on demand for all expenses
      (including, without limitation, Beneficiary's out-of-pocket attorneys’ fees and
      disbursements, title search costs and title insurance endorsement premiums)
      incurred by Beneficiary in connection with the review, approval or disapproval,
      and documentation of any such sale, conveyance, alienation, mortgage,
      encumbrance, pledge or transfer.

    


    14. Certificates:
      Affidavits

    


    (a) Within
      ten (10) days after request by Beneficiary, Grantor shall furnish Beneficiary
      with a statement, duly acknowledged and certified, setting forth: (i) the amount
      of the original principal amount of the Note; (ii) the then outstanding
      principal balance of the Note; (iii) the rate of interest of the Note; (iv)
      the
      date on which installments of interest and/or principal were last paid; (v)
      any
      offsets or defenses to the payment of the Debt; and (vi) that the Note, this
      Deed of Trust and the other Loan Documents are valid, legal and binding
      obligations of Grantor, which have not been modified or if modified, giving
      particulars of such modification.

    


    (b) Within
      ten (10) days after request by Grantor, Beneficiary shall furnish Grantor with
      a
      statement, duly acknowledged and certified, setting forth: (i) the amount of
      the
      original principal amount of the Note; (ii) the then outstanding principal
      balance of the Note; (iii) the rate of interest of the Note; (iv) the date
      on
      which installments of interest and/or principal were last paid; (v) any offsets
      or defenses to the payment of the Debt; and (vi) that the Note, this Deed of
      Trust and the other Loan Documents have not been modified or if modified, giving
      particulars of such modification.

    


    (c) Within
      ten (10) days after written request by Beneficiary, Grantor shall furnish
      Beneficiary with a certificate reaffirming all representations and warranties
      of
      Grantor set forth herein and in the other Loan Documents as of the date
      requested by Beneficiary or, to the extent of any changes to any such
      representations and warranties, so stating such changes.

    


    (d) Grantor
      shall deliver to Beneficiary upon request, tenant estoppel certificates from
      each tenant under a Lease in form and substance as required by such Lease or
      subordination, non-disturbance and attornment agreement; provided,
      however,
      that
      Grantor shall not be required to deliver such certificates more frequently
      than
      once in any consecutive twelve (12) month period except upon any sale or
      transfer (or proposed sale or transfer) of the Loan by Beneficiary.

    


    15. Changes
      in the Laws Regarding Taxation

    


    If
      any
      law is enacted, adopted or amended after the date of this Deed of Trust 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 Beneficiary's
      interest in the Property, Grantor will pay such tax, with interest and penalties
      thereon, if any. In the event Beneficiary or its counsel determines that the
      payment of such tax or interest and penalties by Grantor would be unlawful
      or



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    taxable
      to Beneficiary or unenforceable or provide the basis for a defense of usury,
      then in any such event, Beneficiary shall have the option, by written notice
      of
      not less than one hundred eighty (180) days, to declare the Debt immediately
      due
      and payable.

    


    16. No
      Credits on Account of the Debt

    


    Grantor
      will not claim, 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 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 Deed of Trust or the Debt. In the event such claim,
      credit or deduction shall be required by law, Beneficiary shall have the option,
      by written notice of not less than one hundred eighty (180) days, to declare
      the
      Debt immediately due and payable.

    


    17. Documentary
      Stamps

    


    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
      or
      this Deed of Trust, or shall impose any other tax or charge on the same, Grantor
      will pay for the same, with interest and penalties thereon, if any.

    


    18. Controlling
      Agreement

    


    It
      is
      expressly stipulated and agreed to be the intent of Grantor and Beneficiary
      at
      all times to comply with applicable state law or applicable United States
      federal law (to the extent that it permits Beneficiary to contract for, charge,
      take, reserve, or receive a greater amount of interest than under state law)
      and
      that this Section shall control every other covenant and agreement in this
      Deed
      of Trust and the other Loan Documents. If the applicable law (state or federal)
      is ever judicially interpreted so as to render usurious any amount called for
      under the Note or under any of the other Loan Documents, or contracted for,
      charged, taken, reserved, or received with respect to the Debt, or if
      Beneficiary's exercise of the option to accelerate the maturity of the Note,
      or
      if any prepayment by Grantor results in Grantor having paid any interest in
      excess of that permitted by applicable law, then it is Grantor's and
      Beneficiary's express intent that all excess amounts theretofore collected
      by
      Beneficiary shall be credited on the principal balance of the Note and all
      other
      Debt (or, if the Note and all other Debt have been or would thereby be paid
      in
      full, refunded to Grantor), and the provisions of the Note and the other Loan
      Documents immediately be deemed reformed and the amounts thereafter collectible
      hereunder and thereunder reduced, without the necessity of the execution of
      any
      new documents, so as to comply with the applicable law, but so as to permit
      the
      recovery of the fullest amount otherwise called for hereunder or thereunder.
      All sums
      paid
      or agreed to be paid to Beneficiary for the use, forbearance, or detention
      of
      the Debt shall, to the extent permitted by applicable law, be amortized,
      prorated, allocated, and spread throughout the full stated term of the Debt
      until payment in full so that the rate or amount of interest on account of
      the
      Debt does not exceed the maximum lawful rate from time to time in effect and
      applicable to the Debt for so long as the Debt is outstanding. Notwithstanding
      anything to the contrary contained herein or in any of the other Loan Documents,
      it is not the intention of Beneficiary to accelerate the maturity of



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    any
      interest that has not accrued at the time of such acceleration or to collect
      unearned interest at the time of such acceleration.

    


    19. Books
      and Records

    


    Grantor
      will maintain full and accurate books of accounts and other records reflecting
      the operations of the Property. Within forty-five (45) days after the end of
      each calendar month until such time as the Loan is sold into a securitization,
      and through the end of a calendar quarter if the Loan is sold into a
      securitization in the first or second month of a calendar quarter, Grantor
      shall
      furnish, or cause to be furnished to Beneficiary the following items, each
      certified by a senior financial officer of Grantor (or as to those statements
      prepared by Tenant, by an officer of Tenant) as true, correct and complete
      as of
      the end of and for such period (subject to normal year-end adjustments), and
      as
      having been prepared in accordance with the Uniform System of Accounts and
      generally accepted accounting principles, consistently applied: (a) a written
      occupancy statement dated as of the last day of the most recently ended calendar
      month identifying each of the Leases by the term, space occupied, rental
      required to be paid, security deposit paid, any rental concessions, and
      identifying any defaults or payment delinquencies thereunder; (b) monthly and
      year to date operating statements detailing the total revenues received and
      total expenses incurred in connection with the ownership and operation of the
      Property, including a comparison of the budgeted income and expenses and the
      actual income and expenses for such month and the year to date (which operating
      information shall include the Improvements); (c) a written statement dated
      as of
      the last day of the most recently ended month showing the percentage of hotel
      or
      motel rooms rented and occupied during such month and the average daily room
      rate charged during such month. Grantor will provide a detailed explanation
      of
      any variances of ten percent (10%) or more between budgeted and actual amounts
      for such periods; and (d) a detailed list of capital expenditures for the
      calendar month just ended; and (e) any reports, franchise reports, certificates,
      budgets, business plan, capital expenditures plan of financial statements to
      the
      extent delivered by Tenant to Grantor pursuant to the Operating
      Lease.

    


    After
      the
      loan is sold into a securitization, within sixty (60) days after the end of
      each
      calendar quarter (calendar quarters run as follows: January through March;
      April
      through June; July through September; and October through December), Grantor
      shall furnish, or cause to be furnished to Beneficiary the following items,
      each
      certified by a senior financial officer of Grantor (or as to those statements
      prepared by Tenant, by an officer of Tenant) as true, correct and complete
      as of
      the end of and for such period (subject to normal year-end adjustments), and
      as
      having been prepared in accordance with Uniform System of Accounts and generally
      accepted accounting principles, consistently applied: (a) a written occupancy
      statement, if applicable, dated as of the last day of the most recently ended
      calendar quarter identifying each of the Leases by the term, space occupied,
      rental required to be paid, security deposit paid, any rental concessions,
      and
      identifying any defaults or payment delinquencies thereunder; (b) quarterly
      and
      year to date operating statements detailing the total revenues received and
      total expenses incurred in connection with the ownership and operation of the
      Property, including a comparison of the budgeted income and expenses and the
      actual income and expenses for such month and the year to date (which operating
      information shall include the Improvements); (c) a written statement dated
      as of
      the last day of the most recently ended quarter showing the percentage of hotel
      or motel rooms rented and occupied during such month and the 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    average
      daily room rate charged during such month. Grantor will provide a detailed
      explanation of any variances of ten percent (10%) or more between budgeted
      and
      actual amounts for such periods; and (d) a detailed list of capital expenditures
      for the calendar quarter just ended; and (e) any reports, franchise reports,
      certificates, budgets, business plan, capital expenditures plan or financial
      statements to the extent delivered by Tenant to Grantor pursuant to the
      Operating Lease.

    


    Within
      ninety (90) days after the end of each calendar year, Grantor shall furnish,
      a
      statement of the financial affairs and condition of the Property (which
      operating information shall include the Improvements), including a statement
      of
      profit and loss statement (including a comparison of the budgeted income and
      expenses to the actual income and expenses) and a balance sheet for the Property
      (and the Grantor) for the immediately preceding calendar year, prepared by
      Grantor or Tenant, as applicable.

    


    Grantor
      shall deliver to Beneficiary on or before December 31 of any calendar year
      an
      operating budget for the next succeeding year, a capital budget for the next
      succeeding year, and a management plan for the Property for the next succeeding
      calendar year, all in such detail as Beneficiary may reasonably request. Grantor
      shall promptly after receipt deliver to Beneficiary copies of all quality
      inspection reports or similar reports or inspection results that are delivered
      to it by the Manager.

    


    At
      any
      time and from time to time Grantor shall deliver to Beneficiary or its agents
      such other financial data as Beneficiary or its agents shall reasonably request
      with respect to Grantor and the ownership, maintenance, use and operation (and,
      if applicable, conversion and construction) of the Property. All information
      required to be furnished to Beneficiary pursuant to this Section shall be on
      the
      form provided by Beneficiary (which form shall accompany Beneficiary's
      request).

    


    20. Performance
      of Other Agreements

    


    (a) Grantor
      shall observe and perform each and every term to be observed or performed by
      Grantor pursuant to the terms of any agreement or instrument affecting or
      pertaining to the Property or title to the Property for the full use and
      enjoyment (including without limitation, the Declaration of Easements dated
      ________, 200_ and filed for record ________, 200_ under _______ County Clerk’s
      file number _______, the Declaration of Sign Easement dated ______, 200_ and
      filed for record on _______, 200_ under ______ County Clerk’s file number
      ______, and other covenants, conditions and restrictions, easement agreements,
      access agreements and the like) and excluding the Operating Lease (the
      "Operating
      Agreements").
      Upon
      written request by Beneficiary, Grantor shall deliver to Beneficiary estoppel
      certificates from each party to the
      Operating Agreements in form and substance satisfactory to Beneficiary;
provided,
      however,
      that Grantor
      shall not be required to deliver such certificates more frequently than once
      in
      any consecutive twelve (12) month period except upon any sale or transfer (or
      proposed sale or transfer) of the Loan by Beneficiary.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b) Grantor
      will not surrender its interests under the Operating Agreements or terminate,
      cancel, modify, change, supplement, alter or amend the Operating Agreements
      orally or in writing without the express written consent of Beneficiary, and
      any
      such termination, cancellation, modification, change, supplement, alteration
      or
      amendment of the Operating Agreements without the prior written consent thereto
      of Beneficiary shall be void and of no force or effect. No release or
      forbearance of any of Grantor's obligations under the Operating Agreements,
      pursuant to the Operating Agreements or otherwise, shall release Grantor from
      any of its obligations under this Deed of Trust, including its obligations
      with
      respect to the payment of all sums as provided for in the Operating Agreements
      and the performance of all of the terms, conditions and agreements contained
      in
      the Operating Agreements to be kept, performed and complied with by the Grantor
      therein.

    


    (c) Grantor
      shall observe and perform each and every term to be observed or performed by
      Grantor pursuant to the terms of the Operating Agreements and shall:


    


    (i) diligently
      proceed to cure any default and satisfy any demand made upon it pursuant to
      the
      Operating Agreements;

    


    (ii) promptly
      notify Beneficiary in writing of any default notice received by Grantor under
      the Operating Agreements and provide Beneficiary with copies of any notices
      delivered in connection therewith;

    


    (iii) promptly
      enforce the performance and observance of all of the covenants and agreements
      required to be performed and/or observed by the other party under the Operating
      Agreements; and

    


    (iv) grant
      Beneficiary the right, but Beneficiary 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 Operating Agreements on the
      part
      of Grantor to be performed or observed to be promptly performed or observed
      on
      behalf of Grantor, to the end that the rights of Grantor in, to and under said
      Operating Agreements shall be kept free from default.

    


    21. Further
      Assurances

    


    (a) Grantor
      will, at the cost of Grantor, and without expense to Beneficiary, do, execute,
      acknowledge and deliver all and every such further acts, deeds, conveyances,
      mortgages, assignments, notices of assignment, Uniform Commercial Code financing
      statements or continuation statements, transfers and assurances as Beneficiary
      shall, from time to time, require, for the better assuring, conveying,
      assigning, transferring, and confirming unto Beneficiary the property and rights
      hereby mortgaged, given, granted, bargained, sold, alienated, enfeoffed,
      conveyed, confirmed, pledged, assigned and hypothecated or intended now or
      hereafter so to be, or which Grantor may be or may hereafter become bound to
      convey or assign to Beneficiary, or for carrying out the intention or
      facilitating the performance of the terms of this Deed of Trust or for filing,
      registering or recording this Deed of Trust. Grantor, on demand, will execute
      and deliver and hereby authorizes 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Beneficiary
      to execute in the name of Grantor or without the signature of Grantor to the
      extent Beneficiary may lawfully do so, one or more financing statements, chattel
      mortgages or other instruments, to evidence more effectively the security
      interest of Beneficiary in the Property. Grantor grants to Beneficiary an
      irrevocable power of attorney coupled with an interest for the purpose of
      exercising and perfecting any and all rights and remedies available to
      Beneficiary at law and in equity, including, without limitation, such rights
      and
      remedies available to Beneficiary pursuant to this Section; provided,
      however,
      that so
      long as Grantor is in compliance with the terms and conditions of this Deed
      of
      Trust, Beneficiary will first seek Grantor's assistance in exercising and
      perfecting such rights and remedies.

    


    (b) Grantor
      acknowledges that Beneficiary intends to sell the loan evidenced by the Note
      and
      the Loan Documents to a party who may pool the Loan with a number of other
      loans
      and to have the holder of such loans grant participations therein or issue
      one
      or more classes of Mortgage-Backed, Pass--Through Certificates or other
      securities evidencing a beneficial interest in a rated or unrated public
      offering or private placement (the "Securities").
      The
      Securities may be rated by one or more national rating agencies. Grantor
      acknowledges and agrees that Beneficiary may, at any time, sell, transfer or
      assign the Note, this Deed of Trust and the other Loan Documents, and any or
      all
      servicing rights with respect thereto, or grant participations therein or issue
      Mortgage-Backed, Pass-Through Certificates or other securities evidencing a
      beneficial interest in a rated or unrated public offering or private placement.
      In this regard, Grantor agrees to make available to Beneficiary all information
      concerning its business and operations which Beneficiary reasonably requests.
      Beneficiary may share such information with the investment banking firms, rating
      agencies, accounting firms, law firms and other third-party advisory firms
      involved with the Loan or the Securities. Beneficiary 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 Beneficiary
      now
      has or
      may
      hereafter acquire relating to Grantor and the Property, whether furnished by
      Grantor or otherwise, as Beneficiary determines necessary or desirable
      consistent with full disclosure for purposes of marketing and underwriting
      the
      Loan. Grantor shall furnish and hereby consents to Beneficiary furnishing to
      such Investors or such prospective Investors any and all information
      concerning Grantor
      and the Property as may be reasonably requested by Beneficiary, any Investor
      or
      any prospective Investor in connection with any sale, transfer or participation
      interest. It is understood that the information provided by Grantor to
      Beneficiary may ultimately be incorporated into the offering documents for
      the
      Securities and thus such information may be disclosed to Investors and
      prospective Investors. Beneficiary and all of the aforesaid third-party advisors
      and professional firms shall be entitled to rely on the information supplied
      by,
      or on behalf of, Grantor. Beneficiary, at its sole option, may also elect to
      split the Loan into two or more loans, each secured by liens on the Property,
      and sell, assign, pledge or otherwise hypothecate one or more of such loans
      to
      third parties. Grantor shall reasonably cooperate in all such efforts by
      executing and delivering all such documents, certificates, instruments and
      other
      things to evidence or confirm Grantor's obligations hereunder, and in no such
      event shall the Debt or Grantor's obligations hereunder be increased as a result
      thereof. Upon any transfer or proposed transfer contemplated above and by the
      Loan Documents, at Beneficiary's request, Grantor shall provide a reasonably
      customary estoppel certificate to the Investor or any prospective
      Investor.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    22. Recording
      of Deed of Trust

    


    Grantor
      forthwith upon the execution and delivery of this Deed of Trust and thereafter,
      from time to time, will cause this Deed of Trust, and any security instrument
      creating a lien or security interest or evidencing the lien thereof 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 the lien or
      security interest thereof upon, and the interest of Beneficiary in, the
      Property. Grantor will pay all filing, registration or recording fees, and
      all
      expenses incident to the preparation, execution and acknowledgment of this
      Deed
      of Trust, any mortgage supplemental thereto, any security instrument with
      respect to the Property and any instrument of further assurance, 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
      Deed of Trust, any mortgage supplemental thereto, any security instrument with
      respect to the Property or any instrument of further assurance, except where
      prohibited by law so to do. GRANTOR
      SHALL HOLD HARMLESS AND INDEMNIFY BENEFICIARY, ITS SUCCESSORS AND ASSIGNS,
      AGAINST ANY LIABILITY INCURRED BY
      REASON
      OF THE IMPOSITION OF ANY TAX ON THE MAKING AND RECORDING OF THIS DEED OF
      TRUST.

    


    23. Reporting
      Requirements

    


    Grantor
      agrees to give prompt written notice to Beneficiary of the insolvency or
      bankruptcy filing of Grantor or any partner thereof, or the insolvency or
      bankruptcy filing of Guarantor.

    


    24. Events
      of Default

    


    The
      term
      "Event
      of Default"
      as used
      herein shall mean the occurrence or happening, at any time and from time to
      time, of any one or more of the following:

    


    (a) if
      any
      regularly scheduled monthly payment of principal or interest due on the Note,
      is
      not paid prior to the fifth (5th)
      day
      after the date such payment is due, or if the entire Debt is not paid on or
      before the Maturity Date;

    


    (b) if
      any
      other monetary sum (other than as specified in Section 24(a) and including,
      without limitation, any required deposit into any of the other Accounts) is
      not
      paid prior to the fifth (5th) day following written notice from Beneficiary
      to
      Grantor that such sum is due;

    


    (c) subject
      to Grantor's right to contest as provided herein, if any of the Taxes or Other
      Charges are not paid when due and payable;

    


    (d) if
      the
      Policies are not kept in full force and effect, or if the Policies are not
      delivered to Beneficiary upon written request;


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (e) if
      Grantor transfers or encumbers any portion of the Property in a manner
      inconsistent with the terms of this Deed of Trust;

    


    (f) if
      any
      representation or warranty of Grantor, or of Guarantor, made herein, in any
      Loan
      Document, any guaranty, or in any certificate, report, financial statement
      or
      other instrument or document furnished to Beneficiary shall have been false
      or
      misleading in any material respect when made;

    


    (g) if
      Grantor or Guarantor shall make an assignment for the benefit of creditors,
      or
      if Grantor shall generally not be paying its debts as they become
      due;

    


    (h) if
      a
      receiver, liquidator or trustee of Grantor or of Guarantor shall be appointed,
      or if Grantor or Guarantor shall be adjudicated bankrupt or insolvent, or if
      any
      petition for bankruptcy, reorganization or arrangement pursuant to federal
      bankruptcy law, or any similar federal or state law, shall be filed by or
      against, consented to, or acquiesced in by, Grantor or Guarantor or if any
      proceeding for the dissolution or liquidation of Grantor or of Guarantor shall
      be instituted; provided,
      however,
      that
      such appointment, adjudication, petition or proceeding, if involuntary and
      not
      consented to by Grantor or Guarantor, shall constitute an Event of Default
      only
      if not being discharged, stayed or dismissed within ninety (90)
      days;

    


    (i) if
      Grantor shall be in default under any other mortgage or security agreement
      covering any part of the Property, whether it be superior or junior in lien
      to
      this Deed of Trust;

    


    (j) subject
      to Grantor's right to contest as provided herein, if the Property becomes
      subject to any mechanic's, materialman's, water, sewer, vault or other lien
      or
      encumbrance except a lien or encumbrance which is not insured over, bonded
      or discharged
      to Beneficiary's
      satisfaction within thirty (30) days, for local real estate taxes and
      assessments not then due and payable;

    


    (k) if
      Grantor fails to cure promptly any violations of laws, ordinances or regulations
      affecting the Property or pertaining to its use or operation;

    


    (l) except
      as
      permitted in this Deed of Trust, (i) the actual or threatened alteration,
      improvement, demolition or removal of any of the Improvements or (ii) the
      development, subdividing, leasing or selling of, or construction on, that
      portion of the Property not necessary for the operation of the Improvements,
      if
      any, or the leasing or licensing of portions of the Property for
      telecommunications and related facilities, billboards or other uses (as more
      particularly set forth in Article VII of the Operating Lease) without the prior
      written consent of Beneficiary;

    


    (m) if
      there
      shall occur any damage to the Property in any manner which is not covered by
      insurance solely as a result of Grantor's failure to maintain insurance required
      in accordance with this Deed of Trust;

    


    (n) if
      without Beneficiary's prior written consent, not to be unreasonably withheld,
      conditioned or delayed: (i) the Manager under the Management Agreement (or
      any
      succeeding 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    management
      agreement) resigns or is removed and is not replaced with a manager approved
      in
      writing by Beneficiary within thirty (30) days; or (ii) there is a termination
      or expiration of the Management Agreement (or any succeeding management
      agreement). Notwithstanding
      the foregoing, Grantor shall have the right, upon thirty (30) days notice to
      Beneficiary, to enter into a management agreement for the management of the
      Property with a replacement property manager provided that the terms and
      conditions of such arrangement comply with the following criteria (a
“Qualified
      Manager”):
      (A)
      Beneficiary shall have received written
      approval of such replacement property manager by the Franchisor; (B) Grantor
      shall provide a written certification to Beneficiary that the applicable
      replacement property management agreement reflects then-prevailing market rates
      for properties similar to the Property with respect to base management,
      incentive fees and other management fees, which in the aggregate shall not
      exceed five percent (5%) of gross operating revenues of the Property; (C) upon
      replacement of the Manager, Grantor shall, and shall cause the replacement
      property manager of the Property to, execute a Consent Subordination and
      Recognition Agreement in form and content substantially similar to the form
      executed by the Manager as of the date hereof; (D) Beneficiary shall have
      received an agreement by Franchisor in form and content acceptable to
      Beneficiary in all respects evidencing Franchisor’s approval of the replacement
      property manager; and (E) the replacement property manager shall not be
      affiliated with the Grantor, the Lessee, Equity Inns, Inc., or any direct or
      indirect affiliate of any of the foregoing. 

    


    (o) unless
      Grantor or ENN has entered into an acceptable Substitute Franchise Agreement,
      without Beneficiary's prior written consent, there is a material change in,
      termination, failure to renew, expiration or cancellation of the Franchise
      Agreement, or if the Property is operated under the name of any hotel chain
      or
      system other than “__________”;

    


    (p)
       if
      without Beneficiary’s prior written consent, there is an amendment, termination
      or surrender of the Operating Lease;

    


    (q) if
      Grantor or Guarantor shall be in default beyond any applicable notice and cure
      period under any term, covenant, or condition of this Deed of Trust or any
      of
      the other Loan Documents; and

    


    (r) if
      for
      more than thirty (30) days after receipt of written notice from Beneficiary,
      Grantor shall continue to be in default under any term, covenant, or condition
      of the Loan Documents other than as specified in any of subsections of this
      Section; provided,
      however,
      that if
      the cure of any such default cannot reasonably be effected within such thirty
      (30) day period and Grantor 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 (for a total of
      ninety (90) days from Beneficiary's default notice) so long as Grantor
      diligently and continuously proceeds to cure such default to Beneficiary's
      satisfaction.

    


    25. Late
      Payment Charge: Servicing Fees

    


    If
      any
      portion of the Debt 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) Grantor shall pay to Beneficiary upon demand an amount equal to the lesser
      of: (i) the maximum amount permitted by applicable law, and (ii) five percent
      (5%) of such overdue portion of the Debt, to defray the expense incurred by
      Beneficiary in handling and processing such delinquent payment and to compensate
      Beneficiary for the loss of the use of such delinquent payment, and such amount
      shall be secured by this Deed of Trust and the other Loan
      Documents.

    


    26. Right
      to Cure Defaults

    


    Upon
      the
      occurrence of any Event of Default or if Grantor fails to make any payment
      or to
      do any act as herein provided, Beneficiary may, but without any obligation
      to do
      so and without notice to or demand on Grantor and without releasing Grantor
      from
      any obligation hereunder, take such action as Beneficiary may deem necessary
      to
      protect its security for the Loan. Beneficiary is authorized to enter upon
      the
      Property for such purposes or to appear in, defend, or bring any action or
      proceeding to protect its interest in the Property or to foreclose this Deed
      of
      Trust or collect the Debt, and the cost and expense thereof (including
      Beneficiary's attorneys' fees to the extent permitted by law), with interest
      at
      the Default Rate for the period after notice from Beneficiary that such cost
      or
      expense was incurred to the date of payment to Beneficiary, shall constitute
      a
      portion of the Debt, shall be secured by this Deed of Trust and the other Loan
      Documents and shall be due and payable to Beneficiary upon demand.

    


    27. Remedies

    


    (a) Upon
      the
      occurrence of any Event of Default or if Grantor fails to make any payment
      or to
      do any action as herein provided, Beneficiary may take such action without
      any
      obligation to do so and notice or demand, except for any notice which may not
      be
      waived pursuant to applicable law or which is expressly provided for herein,
      and
      without releasing Grantor from any obligation hereunder, as Beneficiary deems
      advisable to protect and enforce its rights against Grantor in and to the
      Property including, without limitation, the following actions, each of which
      may
      be pursued concurrently or otherwise, at such time and in such order as
      Beneficiary may determine, in its sole discretion, without impairing or
      otherwise affecting the other rights and remedies of Beneficiary:

    


    
      	 	
              (i)

            	
              declare
                the entire Debt to be immediately due and
                payable;

            


    

    


    (ii) institute
      judicial proceedings or initiate foreclosure of the Property by requesting
      Trustee to effectuate a non-judicial foreclosure sale, for the complete
      foreclosure of this Deed of Trust in which case the Property or any interest
      therein may be sold for cash,
      upon credit or otherwise in one or more parcels or in several interests or
      portions and in any order or manner;

    


    (iii) sell
      in
      accordance with applicable statutes, for cash, upon credit or otherwise the
      Property or any part thereof and all estate, claim, demand, right, title and
      interest of Grantor therein, pursuant to the power of sale contained herein
      or
      otherwise, at one or more sales, as an entity or in parcels, at such time and
      place, upon such terms and after such notice thereof as may be required or
      permitted by law;


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (iv) institute
      an action, suit or proceeding (whether through Beneficiary or Trustee) in equity
      for the specific performance of any covenant, condition or agreement contained
      herein, in the Note or in the other Loan Documents;

    


    (v) subject
      to any limitation imposed by applicable statutes, recover judgment on the Note
      either before, during or after any proceedings for the enforcement of this
      Deed
      of Trust or the other Loan Documents;

    


    (vi) apply
      for
      the appointment of a trustee, receiver, 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 Grantor, Guarantor or of any
      person, firm or other entity liable for the payment of the Debt;

    


    (vii) revoke
      the license granted to Grantor to collect the Rents and other sums due under
      the
      leases and enforce Beneficiary's interest in the leases and Rents and enter
      into
      or upon the Property, either personally or by its agents, nominees or attorneys
      and dispossess Grantor and its agents and servants therefrom, and thereupon
      Beneficiary may to the maximum extent permitted, or not restricted, under
      applicable law: (A) use, operate, manage, control, insure, maintain, repair,
      restore and otherwise deal with all and every part of the Property and conduct
      the business thereat; (B) complete any construction on the Property in such
      manner and form as Beneficiary deems advisable; (C) make alterations, additions,
      renewals, replacements and improvements to or on the Property; (D) exercise
      all
      rights and powers of Grantor with respect to the Property, whether in the name
      of Grantor 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, earnings, revenues, and other income of the Property and every part
      thereof; and (E) apply the receipts from the Property to the payment of the
      Debt, after deducting therefrom all expenses (including Beneficiary's attorneys'
      fees) incurred in connection with the aforesaid operations and all amounts
      necessary to pay the taxes, assessments insurance and other charges in
      connection with the Property, as well as just and reasonable compensation for
      the services of Beneficiary or its counsel, agents and employees; and (F)
      exercise all other rights and remedies available to Beneficiary; 

    


    (viii) pursue
      such other rights and remedies as may be available at law or in equity or under
      the Uniform Commercial Code, including the right to establish a lock box for
      all
      Rents and other receivables of Grantor relating to the Property;
      and

    


    (ix) exercise
      any and all rights afforded to Beneficiary under the Operating Lease Estoppel,
      including, without limitation, the right to cause Tenant to pay any and all
      sums
      due and owing to Grantor directly to Beneficiary.

    


    In
      the
      event of a sale, by foreclosure or otherwise, of less than all of the Property,
      this Deed of Trust shall continue as a lien on the remaining portion of the
      Property, except as otherwise provided by any applicable provision of law.
      Without limiting any rights and remedies provided for herein or in any



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    of
      the
      other Loan Documents, should Beneficiary have elected to accelerate the
      indebtedness secured hereby, Beneficiary may initiate foreclosure of the
      Property by requesting the Trustee to effectuate a non-judicial foreclosure
      sale. Trustee is hereby authorized and empowered, and it shall be Trustee's
      special duty, upon such request of Beneficiary, to sell the Property, or any
      part thereof, at public auction to the highest bidder for cash, with or without
      having taken possession of same. Any such sale (including notice thereof) shall
      comply with the applicable requirements, at the time of the sale, of
      Section 51.002 of the Property Code or, if and to the extent such statute
      is not then in force, with the applicable requirements, at the time of the
      sale,
      of the successor statute or statutes, if any, governing sales of Texas real
      property under powers of sale conferred by deeds of trust. If there is no
      statute in force at the time of the sale governing sales of Texas real property
      under powers of sale conferred by deeds of trust, such sale shall comply with
      applicable law, at the time of the sale, governing sales of Texas real property
      under powers of sale conferred by deeds of trust. At any time during the
      bidding, the Trustee may require a bidding party (A) to disclose its full
      name, state and city of residence, occupation, and specific business office
      location, and the name and address of the principal the bidding party is
      representing (if applicable), and (B) to demonstrate reasonable evidence of
      the bidding party's financial ability (or, if applicable, the financial ability
      of the principal of such bidding party), as a condition to the bidding party
      submitting bids at the foreclosure sale. If any such bidding party (the
      "Questioned
      Bidder")
      declines to comply with the Trustee's requirement in this regard, or if such
      Questioned Bidder does respond but the Trustee, in Trustee's sole and absolute
      discretion, deems the information or the evidence of the financial ability
      of
      the Questioned Bidder (or, if applicable, the principal of such bidding party)
      to be inadequate, then the Trustee may continue the bidding with reservation;
      and in such event (1) the Trustee shall be authorized to caution the
      Questioned Bidder concerning the legal obligations to be incurred in submitting
      bids, and (2) if the Questioned Bidder is not the highest bidder at the
      sale, or if having been the highest bidder the Questioned Bidder fails to
      deliver the cash purchase price payment promptly to the Trustee, all bids by
      the
      Questioned Bidder shall be null and void. The Trustee may, in Trustee's sole
      and
      absolute discretion, determine that a credit bid may be in the best interest
      of
      Grantor and Beneficiary, and elect to sell the Property for credit or for a
      combination of cash and credit; provided, however, that the Trustee shall have
      no obligation to accept any bid except an all cash bid. In the event the Trustee
      requires a cash bid and cash is not delivered within a reasonable time after
      conclusion of the bidding process, as specified by the Trustee, but in no event
      later than 3:45 p.m. local time on the day of sale, then said contingent
      sale shall be null and void, the bidding process may be recommenced, and any
      subsequent bids or sale shall be made as if no prior bids were made or
      accepted.

    


    (b) The
      proceeds of any sale made under or by virtue of this Section, together with
      any
      other sums which then may be held by Beneficiary under this Deed of Trust or
      the
      other Loan Documents, whether under the provisions of this Section or otherwise,
      shall be applied by Beneficiary to the payment of the Debt in such priority
      and
      proportion as required by applicable law and by Section 70(b) herein, otherwise
      by Beneficiary in its sole discretion shall deem proper.

    


    (c) Except
      as
      otherwise provided by any applicable provision of law, Beneficiary may adjourn
      from time to time any sale by it to be made under or by virtue of this Deed
      of
      Trust by announcement at the time and place appointed for such sale or for
      such
      adjourned sale or sales or as otherwise required by applicable statute; and,
      Beneficiary, without further notice or publication, may make such sale at the
      time and place to which such sale shall be so adjourned.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (d) Upon
      the
      completion of any sale or sales pursuant hereto, other than pursuant to the
      power of sale provided for herein, an officer of any court empowered to do
      so,
      shall execute and deliver to the accepted purchaser or purchasers a good and
      sufficient instrument, or good and sufficient instruments, conveying, assigning
      and transferring all estate, right, title and interest in and to the property
      and rights sold. Beneficiary is hereby irrevocably appointed the true and lawful
      attorney-in-fact of Grantor, to act in its name and stead (such power of
      attorney being coupled with an interest, and irrevocable), to make all necessary
      conveyances (other than deeds of real property upon foreclosure), assignments,
      transfers and deliveries of the Property and rights so sold and for that purpose
      Beneficiary may execute all necessary instruments of conveyance, assignment
      and
      transfer, and may substitute one or more persons with like power, Grantor hereby
      ratifying and confirming all that its attorney or such substitute or substitutes
      shall lawfully do by virtue hereof. Any sale or sales made under or by virtue
      of
      this Section, whether made under the power of sale herein granted or under
      or by
      virtue of judicial proceedings or of a judgment or decree of foreclosure and
      sale, shall operate to divest all the estate, right, title, interest, claim
      and
      demand whatsoever, whether at law or in equity, of Grantor in and to the
      properties and rights so sold, and, upon expiration of the applicable redemption
      period, shall be a perpetual bar both at law and in equity against Grantor
      and
      against any and all persons claiming or who
      may
      claim the same, or any part thereof from, through or under Grantor.

    


    (e) Upon
      any
      sale made under or by virtue of this Section, whether made under the power
      of
      sale herein granted or under or by virtue of judicial proceedings or of a
      judgment or decree of foreclosure and sale, Beneficiary may bid for and acquire
      the Property or any part thereof and in lieu of paying cash therefor may make
      a
      settlement for the purchase price by crediting upon the Debt the net sales
      price
      after deducting therefrom the expenses of the sale and costs of the action
      and
      any other sums which Beneficiary is authorized to deduct under this Deed of
      Trust, in accordance with applicable statutes.

    


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

    


    (g) Beneficiary
      may terminate or rescind any proceeding or other action brought in connection
      with its exercise of the remedies provided in this Section at any time before
      the conclusion thereof, as determined in Beneficiary's sole discretion and
      without prejudice to Beneficiary.

    


    (h) Beneficiary
      may resort to any remedies and the security given by the Note, this Deed of
      Trust or the other Loan Documents in whole or in part, and in such portions
      and
      in such order as determined by Beneficiary's sole discretion. No such action
      shall in any way be considered a waiver of any rights, benefits or remedies
      evidenced or provided by the Note, this Deed of Trust or the other Loan
      Documents. The failure of Beneficiary to exercise any right, remedy or option
      provided in the Note, this Deed of Trust or the other Loan Documents shall
      not
      be deemed a waiver 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    of
      such
      right, remedy or option or of any covenant or obligation secured by the Note,
      this Deed of Trust or the other Loan Documents. No acceptance by Beneficiary
      of
      any payment after the occurrence of any Event of Default and no payment by
      Beneficiary of any obligation for which Grantor is liable hereunder shall be
      deemed to waive or cure any Event of Default with respect to Grantor, or
      Grantor's liability to pay such obligation. No sale of all or any portion of
      the
      Property, no forbearance on the part of Beneficiary, and no extension of time
      for the payment of the whole or any portion of the Debt or any other indulgence
      given by Beneficiary to Grantor, shall operate to release or in any manner
      affect the interest of Beneficiary in the remaining Property or the liability
      of
      Grantor to pay the Debt. No waiver by Beneficiary shall be effective unless
      it
      is in writing and then only to the extent specifically stated.

    


    (i) The
      interests and rights of Beneficiary under the Note, this Deed of Trust or the
      other Loan Documents shall not be impaired by any indulgence, including: (i)
      any
      renewal, extension or modification which Beneficiary may grant with respect
      to
      any of the Debt; (ii) any surrender, compromise, release, renewal, extension,
      exchange or substitution which Beneficiary may grant with respect to the
      Property or any portion thereof; or (iii) any release or indulgence granted
      to
      any maker, endorser, guarantor or surety of any of the Debt.

    


    (j) Intentionally
      omitted.

    


    28. Right
      of Entry

    


    Beneficiary
      and its agents shall have the right to enter and inspect the Property during
      normal business hours upon reasonable notice.

    


    29. Security
      Agreement

    


    This
      Deed
      of Trust 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 Grantor in the
      Property. By executing and delivering this Deed of Trust, Grantor has granted
      and hereby grants to Beneficiary, as security for the Debt, a security interest
      in the Property to the full extent that the Property may be subject to the
      Uniform Commercial Code (such portion of the Property so subject to the Uniform
      Commercial Code being called in this Section the "Collateral").
      Grantor represents, warrants and covenants that it has not previously granted,
      and it shall not in the future grant, any security interests under Article
      9 of
      the Uniform Commercial Code in any of the Collateral. Grantor hereby agrees
      with
      Beneficiary to execute and deliver to Beneficiary, in form and substance
      satisfactory to Beneficiary, such financing statements and such further
      assurances as Beneficiary may from time to time reasonably consider necessary
      to
      create, perfect or preserve Beneficiary's security interest herein granted.
      This
      Deed of Trust shall also be effective as a financing statement covering any
      other property and may be filed in any other appropriate filing or recording
      office. This Deed of Trust shall also constitute a "fixture filing" for the
      purposes of the Uniform Commercial Code. All or part of the Property are or
      are
      to become
      fixtures. If an Event of Default shall occur, Beneficiary, in addition to any
      other rights and remedies which it may have, shall have and may exercise
      immediately and without demand, any and all rights and remedies granted to
      a
      secured party upon default under the Uniform Commercial Code 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    including,
      without limitation, the right to take possession of the Collateral or any part
      thereof, and to take such other measures as Beneficiary may deem necessary
      for
      the care, protection and preservation of the Collateral. Upon request or demand
      of Beneficiary, Grantor shall at its expense assemble the Collateral and make
      it
      available to Beneficiary at the Land. Grantor shall pay to Beneficiary on demand
      any and all expenses, including Beneficiary's attorneys' fees, incurred or
      paid
      by Beneficiary in protecting the interest in the Collateral and in enforcing
      the
      rights hereunder with respect to the Collateral. Any notice of sale, disposition
      or other intended action by Beneficiary with respect to the Collateral sent
      to
      Grantor in accordance with the provisions hereof at least ten (10) days prior
      to
      such action, shall constitute commercially reasonable notice to Grantor. The
      proceeds of any disposition of the Collateral, or any part thereof, may be
      applied by Beneficiary to the payment of the Debt in such priority and
      proportions as Beneficiary in its discretion shall deem proper. In the event
      of
      any change in name, identity or structure of any Grantor, such Grantor shall
      notify Beneficiary thereof and promptly after request shall execute, file and
      record such Uniform Commercial Code forms as are necessary to maintain the
      priority of Beneficiary's lien upon and security interest in the Collateral,
      and
      shall pay all expenses and fees in connection with the filing and recording
      thereof. If Beneficiary shall require the filing or recording of additional
      Uniform Commercial Code forms or continuation statements, Grantor shall,
      promptly after request, execute, file and record such Uniform Commercial Code
      forms or continuation statements as Beneficiary shall deem necessary, and shall
      pay all expenses and fees in connection with the filing and recording thereof,
      it being understood and agreed, however, that no such additional documents
      shall
      increase Grantor's obligations under the Note, this Deed of Trust and the other
      Loan Documents. Grantor hereby irrevocably appoints Beneficiary as its
      attorney-in-fact, coupled with an interest,
      to file with the appropriate public office on its behalf
      any financing or other statements signed only by Beneficiary, as secured party,
      in connection with the Collateral covered by this Deed of Trust.

    


    30. Actions
      and Proceedings

    


    Beneficiary
      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 Grantor, which Beneficiary, in its discretion, decides should
      be
      brought to protect its interest in the Property. Beneficiary shall, at its
      option, be subrogated to the lien of any mortgage or other security instrument
      discharged in whole or in part by the Debt, and any such subrogation rights
      shall constitute additional security for the payment of the Debt.

    


    31. Waiver
      of Setoff and Counterclaim

    


    All
      amounts due under this Deed of Trust, the Note and the other Loan Documents
      shall be payable without setoff, counterclaim or any deduction whatsoever.
      Grantor hereby waives the right to assert a counterclaim (other than compulsory
      counterclaims) in any action or proceeding brought against it by Beneficiary,
      or
      arising out of or in any way connected with this Deed of Trust, the Note, any
      of
      the other Loan Documents, or the Debt.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    32. Contest
      of Certain Claims

    


    Notwithstanding
      the provisions of Sections 5 and 24(c) and (j) hereof, Grantor shall not be
      in
      default for failure to pay or discharge Taxes, Other Charges or a mechanic's
      or
      materialman's lien asserted against the Property if, and so long as: (a) Grantor
      shall have notified Beneficiary of such nonpayment and the reasons therefor
      within ten (10) days of obtaining knowledge thereof; (b) Grantor shall
      diligently and in good faith contest such Taxes, Other Charges or lien by
      appropriate legal proceedings which shall operate to prevent the enforcement
      or
      collection thereof and the sale of the Property or any part thereof, in
      satisfaction thereof; (c) if requested by Beneficiary because such contest
      reasonably could impair Beneficiary's collateral, then Grantor shall have
      furnished to Beneficiary affirmative title coverage satisfactory to Beneficiary,
      a cash deposit, or an indemnity bond satisfactory to Beneficiary with a surety
      satisfactory to Beneficiary, in the amount of the Taxes, Other Charges or
      mechanic's or materialman's lien claim, plus a reasonable additional sum to
      pay
      all costs, interest and penalties that may be imposed or incurred in connection
      therewith, to assure payment of the matters under contest and to prevent any
      sale or forfeiture of the Property or any part thereof; (d) Grantor shall
      promptly upon final determination thereof pay the amount of any such Taxes,
      Other Charges or claim so determined, together with all costs, interest and
      penalties which may be
      payable in connection therewith; and (e) the failure to pay the Taxes, Other
      Charges or mechanic's or materialman's lien claim does not constitute a default
      under any other deed of trust, mortgage or security interest covering or
      affecting any part of the Property. Notwithstanding the foregoing, Grantor
      shall
      immediately upon request of Beneficiary pay (and if Grantor shall fail so to
      do,
      Beneficiary may, but shall not be required to, pay or cause to be discharged
      or
      bonded against) any such Taxes, Other Charges or claim notwithstanding
      such contest, if in the reasonable
      opinion of Beneficiary, the Property or any part thereof or interest therein
      may
      be in danger of being sold, forfeited, foreclosed, terminated, canceled or
      lost.
      Beneficiary may pay over any such cash deposit or part thereof to the claimant
      entitled thereto at any time when, in the judgment of Beneficiary, the
      entitlement of such claimant is established.

    


    33. Recovery
      of Sums Required to Be Paid

    


    Beneficiary
      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 they become due, without regard to
      whether or not the balance of the Debt shall be due, and without prejudice
      to
      the right of Beneficiary thereafter to bring an action of foreclosure, or any
      other action, for a default or defaults by Grantor existing at the time such
      earlier action was commenced.

    


    34. Marshaling
      and Other Matters

    


    Grantor
      hereby waives, to the extent permitted by law, the benefit of all appraisement,
      valuation, stay, extension, reinstatement laws now or hereafter in force, and
      all rights of marshaling in the event of any sale hereunder of the Property
      or
      any part thereof or any interest therein. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    35. Hazardous
      Substances

    


    Grantor
      hereby represents and warrants to Beneficiary that, to the best of Grantor's
      knowledge, after due inquiry and investigation, except as set forth in the
      Phase
      I Environmental Site Assessment dated April ___, 2007 prepared by _____ (the
      "Phase
      I"):
      (a)
      the Property is not in direct or indirect violation of any local, state, federal
      or other governmental authority, statute, ordinance, code, order, decree, law,
      rule or regulation or common law pertaining to or imposing liability or
      standards of conduct concerning the protection of human health, environmental
      regulation, contamination or clean-up including, without limitation, the
      Comprehensive Environmental Response, Compensation and Liability Act, as
      amended, the Resource Conservation and Recovery Act, as amended, the [APPLICABLE
      STATE
      LAWS AND REGULATIONS]
      (collectively, "Environmental
      Laws");
      (b)
      the Property is not subject to any
      private or governmental lien or judicial or administrative notice or action
      relating to hazardous and/or toxic, dangerous and/or regulated substances,
      Toxic
      Mold, solvents, wastes, materials, pollutants or contaminants, petroleum,
      tremolite, anthophyllite or actinolite or polychlorinated biphenyls (including,
      without limitation, any raw materials which include hazardous constituents)
      and
      any other substances, materials or solvents which are included under or
      regulated by Environmental Laws, including, without limitation, Asbestos
      (collectively, "Hazardous
      Substances");
      (c)
      no Hazardous Substances are or have been, prior to Grantor's acquisition of
      the
      Property, discharged, generated, treated, disposed of or stored on, incorporated
      in or removed or transported from the Property other than in compliance with
      all
      Environmental Laws; and (d) no underground storage tanks exist on any of the
      Property. So long as Grantor owns or is in possession of the
      Property, Grantor
      shall keep or cause the Property to be kept free from Hazardous Substances
      (other than
      de
      minimis
      quantities of Hazardous Substances that are necessary and lawfully used in
      the
      operation of the Property as a hotel or motel and which are stored and disposed
      of in compliance with all Environmental Laws) and in compliance with all
      Environmental Laws, shall promptly notify Beneficiary if Grantor shall become
      aware of any Hazardous Substances on the Property and/or if Grantor shall become
      aware that the Property is in direct or indirect violation of any Environmental
      Laws and Grantor shall remove such Hazardous Substances and/or cure such
      violations, as applicable, as required by law (including, but not limited to,
      all remedial requirements applicable pursuant to [APPLICABLE STATE LAWS AND
      REGULATIONS] to the extent required by the [STATE] Commission on Environmental
      Quality), promptly after Grantor becomes aware of such Hazardous Substances
      or
      such violations, at Grantor's sole expense. Nothing herein shall prevent Grantor
      from recovering such expenses from any other party that may be liable for such
      removal or cure. Upon Beneficiary's request, at any time and from time to time
      while this Deed of Trust is in effect (but in no event more frequently than
      when
      specific facts and circumstances reasonably dictate, or otherwise at
      Beneficiary's election but at Beneficiary's expense), Grantor shall provide
      at
      Grantor's sole expense, an inspection or audit of the Property prepared by
      a
      licensed hydrogeologist or licensed environmental engineer approved by
      Beneficiary indicating the presence or absence of Hazardous Substances on the
      Property. If Grantor fails to provide such inspection or audit within thirty
      (30) days after such request, Beneficiary may order such inspection or audit,
      and Grantor hereby grants to Beneficiary and its employees and agents access
      to
      the Property and a license to undertake such inspection or audit. The cost
      of
      such inspection or audit shall be paid by Grantor and added to the principal
      balance of the sums due under the Note and this Deed of Trust and shall bear
      interest thereafter until paid at the Default Rate. The obligations and
      liabilities of Grantor under this Section shall survive any termination,
      satisfaction, or 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    assignment
      of this Deed of Trust and the exercise by Beneficiary of any of its rights
      or
      remedies thereunder including, without limitation, the acquisition of the
      Property by foreclosure or a conveyance in lieu of foreclosure for acts or
      events occurring or obligations arising prior to foreclosure or other transfer
      of title from Grantor.

    


    36. Asbestos

    


    (a) Grantor
      represents and warrants that, except as set forth in the Phase I, after due
      inquiry and investigation, no asbestos or any substance containing asbestos
      (collectively, "Asbestos")
      is
      located on the Property. Grantor shall not install in the Property, nor permit
      to be installed in the Property, Asbestos, and shall remove, encapsulate or
      adopt an O&M Plan (as defined below) in accordance with applicable law and
      with regard to any Asbestos promptly upon discovery to the satisfaction of
      Beneficiary, at Grantor's sole expense. Upon Beneficiary's reasonable request,
      upon Beneficiary's reason to believe asbestos is present at the Property or
      upon
      an Event of Default, Grantor shall provide, at Grantor's sole expense, an
      inspection or audit of the Property prepared by an engineering or consulting
      firm approved by Beneficiary, indicating the presence or absence of Asbestos
      on
      the Property. If Grantor fails to provide such inspection or audit within thirty
      (30) days after such request, Beneficiary may order such inspection or audit.
      The cost of such inspection or audit shall be paid by Grantor and added to
      the
      principal balance
      of the sums due under the Note and this Deed of Trust, and shall bear interest
      thereafter until paid at the Default Rate. The obligations and liabilities
      of
      Grantor under this Section shall survive any termination, satisfaction, or
      assignment of this Deed of Trust and the exercise by Beneficiary of any of
      its
      rights or remedies thereunder, including,
      but not limited to, the
      acquisition of the Property by foreclosure or a conveyance in lieu of
      foreclosure for acts or events occurring or obligations arising prior to or
      upon
      the date of this Deed of Trust, whether or not such acts, events or obligations
      are, as of the date of this Deed of Trust, known or ascertainable.

    


    (b) Grantor
      shall, subject to Beneficiary's reasonable approval, develop an operations
      and
      maintenance plan for the Property with respect to the presence of Asbestos
      in
      the Improvements (the "O&M
      Plan").
      Grantor shall comply in all respects with the terms and conditions of the
      O&M Plan. Unless required by Environmental Laws, Grantor shall not modify or
      amend the O&M Plan without Beneficiary's prior written consent, not to be
      unreasonably withheld, conditioned or delayed.

    


    (c) Grantor
      shall not remove, disturb, encapsulate or otherwise remediate the Asbestos
      in
      the Improvements except in compliance with the O&M Plan and all
      Environmental Laws. If Grantor makes any alterations or modifications to the
      Improvements that would disturb or expose any Asbestos in the Improvements
      or
      cause any of such Asbestos to become friable, Grantor shall remove or
      encapsulate such Asbestos in compliance with all applicable Environmental Laws
      before allowing occupancy of such space or opening such space to the
      public.

    


    37. Environmental
      Monitoring

    


    Grantor
      shall give prompt written notice to Beneficiary of: (a) any proceeding or
      inquiry by any party with respect to the presence of any Hazardous Substance
      on,
      under, from or 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    about
      the
      Property; (b) all claims made or threatened by any third party against Grantor
      or the Property relating to any loss or injury resulting from any Hazardous
      Substance; and (c) Grantor's discovery of any occurrence or condition on any
      real property adjoining or in the vicinity of the Property that could cause
      the
      Property to be subject to any investigation or cleanup pursuant to any
      Environmental Law. Grantor shall permit Beneficiary to join and participate,
      as
      a party if it so elects, in any legal proceedings or actions initiated with
      respect to the Property in connection with any Environmental Law or Hazardous
      Substance, and Grantor shall pay all attorneys' fees incurred by Beneficiary
      in
      connection therewith. In the event that any environmental site assessment report
      prepared for the Property recommends that an operations and maintenance plan
      be
      implemented for Asbestos or any Hazardous Substance, Grantor shall cause such
      operations and maintenance plan to be prepared and implemented at Grantor's
      expense upon request of Beneficiary and in accordance with the recommendation.
      In the event that any inspection, assessment, investigation, site monitoring,
      containment, cleanup, removal, restoration, corrective action or other work
      of
      any kind to prevent, cure or mitigate any release, spill, emission, leaking,
      pumping, injection,
      deposit, disposal, discharge, dispersal, leaching or migration into the indoor
      or outdoor environment, including, without limitation, the movement of Hazardous
      Substances through ambient air, soil, surface water, ground water, wetlands,
      land or subsurface strata, or which is reasonably necessary or desirable under
      an applicable Environmental Law ("Remedial
      Work")
      is
      recommended, Grantor shall, at its sole cost and expense, commence and
      thereafter diligently prosecute to completion all such Remedial Work within
      thirty (30) days after written demand by Beneficiary
      for performance thereof (or such shorter period of time as may be required
      under
      applicable law).

    


    38. Management
      of the Property

    


    Grantor
      further covenants and agrees with Beneficiary as follows, all to the extent
      Grantor has the ability, under the Operating Lease, other contract or otherwise,
      to control, direct or affect any of the following:

    


    (a) Grantor
      shall cause the hotel located on the Property to be operated pursuant to the
      Management Agreement and the Franchise Agreement.

    


    (b) Grantor
      shall:

    


    (i) cause
      all
      sums required to be paid by Tenant under the Management Agreement and the
      Franchise Agreement to be paid and Tenant's performance and observance of all
      of
      the material covenants and agreements required to be performed and observed
      by
      it under the Management Agreement and the Franchise Agreement;

    


    (ii) promptly
      notify Beneficiary in writing of any default under the Management Agreement
      or
      Franchise Agreement of which it is aware and provide Beneficiary with copies
      of
      any notices delivered by Grantor in connection therewith;

    


    (iii) promptly
      deliver to Beneficiary a copy of each financial statement, business plan,
      capital expenditures plan, notice, report and estimate received by it under
      the
      Management Agreement or the Franchise Agreement;


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (iv) cause
      Tenant to promptly enforce the performance and observance of all of the material
      covenants and agreements required to be performed and/or observed by Manager
      under the Management Agreement and Franchisor under the Franchise
      Agreement;

    


    (v) assign
      to
      Beneficiary any right it may have to modify the Management Agreement or the
      Franchise Agreement;

    


    (vi) grant
      Beneficiary the right, but Beneficiary 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 or Management
      Agreement on the part of Grantor to be performed or observed to be promptly
      performed or observed on behalf of Grantor, to the end that the rights of
      Grantor in, to and under the Franchise Agreement or Management Agreement shall
      be kept unimpaired and free from default;

    


    (vii) use
      its
      reasonable efforts to obtain, from time to time, from Manager or Franchisor
      such
      certificates of estoppel with respect to compliance by Tenant with the terms
      of
      the Management Agreement or Franchise Agreement, respectively, as may be
      requested by Beneficiary; 

    


    (vii) exercise
      each individual option, if any, or cause Tenant to exercise each individual
      option, if any, to extend or renew the term of the Management Agreement or
      the
      Franchise Agreement upon demand by Beneficiary made at any time within one
      year
      of the last day upon which any such option may be exercised, and Grantor hereby
      expressly authorizes and appoints Beneficiary its attorney-in-fact to exercise
      any such option in the name of and upon behalf of Grantor, which power of
      attorney shall be irrevocable and shall be deemed to be coupled with an
      interest; provided,
      however,
      that so
      long as no Event of Default exists hereunder or under any of the Loan Documents,
      Beneficiary shall not be entitled to exercise the foregoing appointment;
      and

    


    (viii) promptly
      notify Beneficiary in writing and provide Beneficiary with copies of any
      material notices delivered to Grantor or of which Grantor becomes aware,
      including, without limitation, any notice of violation of any laws, regulations,
      or ordinances or other notice from any governmental or quasi-governmental
      authority, or any notice of default under the Leases, the Management Agreement
      or the Franchise Agreement or any other document or agreement relating to the
      Property, which contain information that, if true, might materially adversely
      affect the value, use or operation of the Property.

    


    (c) Grantor
      shall not or permit Tenant to, without Beneficiary's prior written consent:
      (i)
      surrender, terminate or cancel the Management Agreement or the Franchise
      Agreement; (ii) reduce or consent to the reduction of the term of the Management
      Agreement or the Franchise Agreement; (iii) increase or consent to the increase
      of the amount of any charges under the Management Agreement or the Franchise
      Agreement; (iv) otherwise modify, change, supplement, alter or amend, or waive
      or release any of its rights and remedies under the Management Agreement



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    or
      the
      Franchise Agreement in any material respect; or (v) operate
      the Property under the name of any hotel chain or system other than the
      Springhill Suites brand. 

    


    (d) Grantor
      shall not, without Beneficiary's prior written consent, not to be unreasonably
      withheld, conditioned or delayed, enter into transactions with any affiliate
      including, without limitation, any arrangement providing for the management
      of
      the hotel on the Property, the rendering or receipt of services or the purchase
      or sale of inventory, except any such transaction in the ordinary course of
      business of Grantor if the monetary or business consideration arising therefrom
      would be substantially as advantageous to Grantor as the monetary or business
      consideration which Beneficiary would obtain in a comparable transaction with
      a
      person not an affiliate of Grantor, it being understood and acknowledged by
      Beneficiary that the Operating Lease and the Management Agreement, as they
      currently exist, have been and is consented to and approved by
      Beneficiary.

    


    (e) Grantor
      irrevocably authorizes and directs Manager to deliver to Beneficiary: (i) all
      operating information concerning the Property submitted by Tenant to Manager;
      (ii) the written results of all quality assurance inspections of the Property
      performed by Manager; and (iii) such other information in the possession of
      Manager, that Beneficiary or Beneficiary's agents may reasonably request, from
      time to time regarding management or operation of the Property not included
      in
      the reports referred to above.

    


    (f) To
      the
      extent commercially reasonable, Grantor shall, or shall cause Tenant to, observe
      and perform each and every term to be observed or performed by Grantor or Tenant
      pursuant to the terms of any and all other material agreements to which Grantor
      now is or hereafter becomes a party involving, relating to or otherwise
      concerning the sale of food and beverages (including, without limitation,
      alcoholic beverages) at the Property. Additionally, Grantor shall or shall
      cause
      Tenant to:

    


    (i) diligently
      proceed to cure any default by Grantor or Tenant under any such agreement,
      subject to any rights of contest;

    


    (ii)
       promptly
      notify Beneficiary in writing of any default of which it becomes aware under
      any
      such agreement and provide Beneficiary with copies of any notices of default
      delivered in connection therewith;

    


    (iii) promptly
      enforce, to the extent commercially reasonable, the performance and observance
      of all of the covenants and agreements required to be performed and/or observed
      by any other party under any such agreements; and

    


    (iv) subject
      to any rights of contest, grant Beneficiary the right (but Beneficiary shall
      be
      under no obligation), upon failure of Grantor or Tenant to do so, to pay any
      sums and to perform any act or take any action as may be necessary to cause
      all
      the terms, covenants and conditions of any such agreement on the part of Grantor
      or Tenant to be performed or observed to be promptly performed or observed
      on
      behalf of Grantor, to the end 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    that
      the
      rights of
      Grantor or Tenant in, to and under any such agreement shall be kept unimpaired
      and free from default.

    


    39. Handicapped
      Access

    


    (a) Grantor
      agrees that the Property shall at all times strictly comply to the extent
      applicable with the requirements of the Americans with Disabilities Act of
      1990,
      all state and local laws and ordinances related to handicapped access and all
      rules, regulations, and orders issued pursuant thereto including, without
      limitation, the Americans with Disabilities Act Accessibility Guidelines for
      Buildings and Facilities (collectively, "Access
      Laws").

    


    (b) Notwithstanding
      any provisions set forth herein or in any other document regarding Beneficiary's
      approval of alterations of the Property, Grantor shall not alter the Property
      in
      any manner which would increase Grantor's responsibilities for compliance with
      the applicable Access Laws without the prior written approval of Beneficiary.
      The foregoing shall apply to tenant improvements constructed by Grantor or
      by
      any of its tenants. Beneficiary may condition any such approval upon receipt
      of
      a certificate of Access Law compliance from an architect, engineer or other
      person acceptable to Beneficiary.

    


    (c) Grantor
      agrees to give prompt written notice to Beneficiary of the receipt by Grantor
      of
      any complaints related to violation of any Access Laws and of the commencement
      of any proceedings or investigations which relate to compliance with applicable
      Access Laws.

    


    40. ERISA

    


    (a) Grantor
      covenants and agrees that it shall not engage in any transaction which would
      cause any obligation, or action taken or to be taken, hereunder (or the exercise
      by Beneficiary of any of its rights under the Note, this Deed of Trust, and
      the
      other Loan Documents) to be a non-exempt (under a statutory or administrative
      class exemption) prohibited transaction under the Employee Retirement Income
      Security Act of 1974 (or any successor legislation thereto), as amended
      ("ERISA").

    


    (b) Grantor
      further covenants and agrees to deliver to Beneficiary such certifications
      or
      other evidence from time to time throughout the term of this Deed of Trust,
      as
      requested by Beneficiary in its sole discretion, that: (i) Grantor is not an
      "employee benefit plan" as defined in Section 3(3) of ERISA, which is subject
      to
      Title I of ERISA, or a "governmental plan" within the meaning of Section 3(32)
      of ERISA; (ii) Grantor is not subject to state statutes regulating investments
      and fiduciary obligations with respect to governmental plans; and (iii) one
      or
      more of the following circumstances is true:

    


    (A) Equity
      interests in Grantor are publicly offered securities, within the meaning of
      29
      C.F.R. 2510.3-101 (b)(2);


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (B) Less
      than
      twenty-five percent (25%) of each outstanding class of equity interests in
      Grantor are held by "benefit plan investors" within the meaning of 29 C.F.R.
      2510.3-l O l(f)(2); or

    


    (C) Grantor
      qualifies as an "operating company" or a "real estate operating company" within
      the meaning of 29 C.F.R. 2510.3-101(c) or (e) or an investment company
      registered under The Investment Company Act of 1940.

    


    41. Indemnification

    


    IN
      ADDITION TO ANY OTHER INDEMNIFICATIONS PROVIDED HEREIN, IN THE LEASE ASSIGNMENT,
      THE ENVIRONMENTAL AGREEMENT OR IN THE OTHER LOAN DOCUMENTS, GRANTOR AND
      GUARANTOR SHALL PROTECT, DEFEND, INDEMNIFY AND SAVE HARMLESS BENEFICIARY FROM
      AND AGAINST ALL LIABILITIES, OBLIGATIONS, CLAIMS, DEMANDS, DAMAGES, PENALTIES,
      CAUSES OF ACTION, LOSSES, FINES, COSTS AND EXPENSES (INCLUDING, WITHOUT
      LIMITATION, OUT-OF-POCKET ATTORNEYS' FEES AND EXPENSES), IMPOSED UPON OR
      INCURRED BY OR ASSERTED AGAINST BENEFICIARY (EXCEPT DUE TO BENEFICIARY'S GROSS
      NEGLIGENCE OR INTENTIONAL MISCONDUCT) BY REASON OF: (A) OWNERSHIP OF THIS DEED
      OF TRUST, THE PROPERTY OR ANY INTEREST THEREIN OR RECEIPT OF ANY RENTS; (B)
      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;
      (C) ANY USE, NONUSE OR CONDITION IN, ON OR ABOUT THE PROPERTY OR ANY PART
      THEREOF OR ON ADJOINING SIDEWALKS, CURBS, ADJACENT PROPERTY OR ADJACENT PARKING
      AREAS, STREETS OR WAYS; (D) ANY FAILURE ON THE PART OF GRANTOR OR GUARANTOR
      TO
      PERFORM OR COMPLY WITH ANY OF THE TERMS OF THIS DEED OF TRUST; (E) PERFORMANCE
      OF ANY LABOR OR SERVICES OR THE FURNISHING OF ANY MATERIALS OR OTHER PROPERTY
      IN
      RESPECT OF THE PROPERTY OR ANY PART THEREOF; (F) THE PRESENCE, DISPOSAL, ESCAPE,
      SEEPAGE, LEAKAGE, SPILLAGE, DISCHARGE, EMISSION, RELEASE, OR THREATENED RELEASE
      OF ANY HAZARDOUS SUBSTANCE OR ASBESTOS ON, FROM, OR AFFECTING THE PROPERTY
      OR
      ANY OTHER PROPERTY; (G) ANY PERSONAL INJURY (INCLUDING WRONGFUL DEATH) OR
      PROPERTY DAMAGE (REAL OR PERSONAL) ARISING OUT OF OR RELATED TO SUCH HAZARDOUS
      SUBSTANCE OR ASBESTOS; (H) ANY LAWSUIT BROUGHT OR THREATENED, SETTLEMENT
      REACHED, OR GOVERNMENT ORDER RELATING TO SUCH HAZARDOUS SUBSTANCE OR ASBESTOS;
      (I) ANY VIOLATION OF THE ENVIRONMENTAL LAWS, WHICH ARE BASED UPON OR IN ANY
      WAY
      RELATED TO SUCH HAZARDOUS SUBSTANCE OR ASBESTOS INCLUDING, WITHOUT LIMITATION,
      THE COSTS AND EXPENSES OF ANY REMEDIAL ACTION, OUT-OF-POCKET ATTORNEYS’ AND
      CONSULTANTS’ FEES, INVESTIGATION AND LABORATORY FEES, COURT COSTS, AND
      LITIGATION EXPENSES; (J) ANY FAILURE OF THE PROPERTY TO COMPLY WITH ANY ACCESS
      LAWS; (K) ANY REPRESENTATION OR WARRANTY MADE IN THE NOTE, THIS DEED OF TRUST
      OR
      THE OTHER LOAN DOCUMENTS BEING 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    FALSE
      OR
      MISLEADING IN ANY RESPECT AS OF THE DATE SUCH REPRESENTATION OR WARRANTY WAS
      MADE; (L) ANY CLAIM BY BROKERS, FINDERS OR SIMILAR PERSONS CLAIMING TO BE
      ENTITLED TO A COMMISSION IN CONNECTION WITH ANY LEASE OR OTHER TRANSACTION
      INVOLVING THE PROPERTY OR ANY PART THEREOF UNDER ANY LEGAL REQUIREMENT OR ANY
      LIABILITY ASSERTED AGAINST BENEFICIARY WITH RESPECT THERETO; (M) THE CLAIMS
      OF
      ANY TENANT OR ANY OTHER LESSEE OF ALL OR ANY PORTION OF THE PROPERTY OR ANY
      PERSON ACTING THROUGH OR UNDER ANY LESSEE OR OTHERWISE ARISING UNDER OR AS
      A
      CONSEQUENCE OF ANY LEASE; AND (N) CLAIMS OF ANY PERSONS ARISING UNDER OR AS
      A
      CONSEQUENCE OF THE OPERATING AGREEMENTS. ANY AMOUNTS PAYABLE TO BENEFICIARY
      BY
      REASON OF THE APPLICATION OF THIS SECTION SHALL BE IMMEDIATELY DUE AND PAYABLE,
      SHALL BE SECURED BY THIS DEED OF TRUST AND SHALL BEAR INTEREST AT THE DEFAULT
      RATE FROM THE DATE LOSS OR DAMAGE IS SUSTAINED BY BENEFICIARY UNTIL PAID. THE
      OBLIGATIONS AND LIABILITIES OF GRANTOR AND GUARANTOR UNDER THIS SECTION SHALL
      SURVIVE ANY TERMINATION, SATISFACTION OR ASSIGNMENT OF THIS DEED OF TRUST OR
      THE
      ENTRY OF A JUDGMENT OF FORECLOSURE, SALE OF THE PROPERTY BY NONJUDICIAL
      FORECLOSURE SALE, OR DELIVERY OF A CONVEYANCE IN LIEU OF FORECLOSURE, BUT SHALL
      CONTINUE TO BE SUBJECT TO THE LIMITATIONS ON RECOURSE SET FORTH IN SECTION
      42
      BELOW, TO THE EXTENT APPLICABLE, WHICH SHALL ALSO SURVIVE.

    


    42. Recourse
      and Indemnification

    


    (a) Subject
      to the qualifications and exceptions set forth in Section 8 of the Note and
      the
      qualifications and exceptions set forth in the Guaranty, neither Grantor nor
      Guarantor 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
      contained in the Deed of Trust or the other Loan Documents and Beneficiary
      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 Grantor,
      Guarantor or any other entity shall have pledged or assigned to secure the
      Note
      by any of the Loan Documents, except that Beneficiary may bring a foreclosure
      action, an action for specific performance or any other appropriate action
      or
      proceeding to enable Beneficiary to enforce and realize upon the Note, the
      Deed
      of Trust, the other Loan Documents, and the interests in the Property and any
      other collateral given to Beneficiary pursuant to the Deed of Trust and the
      other Loan Documents; provided,
      however,
      that,
      except as specifically provided in this Section, any judgment in any such action
      or proceeding shall be enforceable against Grantor only to the extent of
      Grantor's interest in the Property and in any other collateral given to
      Beneficiary. Beneficiary, by accepting the Note, the Deed of Trust and the
      other
      Loan Documents, agrees that it shall not sue for, seek or demand any deficiency
      judgment against Grantor in any such action or proceeding, under, by reason
      of
      or in connection with the Deed of Trust, the other Loan Documents or the 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 or the other Loan Documents or the Note; (ii) impair the right of
      Beneficiary to name Grantor 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 or the
      other Loan Documents; (iv) impair the right of Beneficiary to obtain the
      appointment of a receiver; (v) impair the right of Beneficiary to bring suit
      with respect to fraud or misrepresentation by Grantor or any other person or
      entity in connection with the Deed of Trust or the other Loan Documents; (vi)
      affect the validity or enforceability of the Loan Documents; or (vii) affect
      the
      ability or right of Beneficiary to sue any Guarantor for those matters addressed
      in the Guaranty and/or sue Grantor for any of those matters addressed in Section
      8 of the Note.

    


    (b) Nothing
      herein shall be deemed to be a waiver of any right which Beneficiary 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 Beneficiary in accordance with the Note, the Deed of Trust
      and
      the other Loan Documents.

    


    43. Notice

    


    Any
      notice, demand, statement, request or consent made hereunder shall be in writing
      and shall be deemed given on the next business day if sent by Federal Express
      or
      other reputable overnight courier and designated for next business day delivery,
      or on the third (3rd) day following the day such notice is deposited with the
      United States postal service first class certified mail, return receipt
      requested, at the addresses set forth below, of the party to whom such notice
      is
      to be given, or to such other address or additional party as Grantor, Guarantor
      or Beneficiary, as the case may be, shall in like manner designate in
      writing:

    


    Grantor:    EQI
      ________ Partnership, L.P., a

    Tennessee
      limited partnership 

    c/o
      Equity Inns, Inc.

    7700
      Wolf
      River Boulevard

    Germantown,
      Tennessee 38138

    Attn:
      President

    


    With
      a
      copy to:   Equity
      Inns, Inc.

    7700
      Wolf
      River Boulevard

    Germantown,
      Tennessee 38138

    Attn:
      Michelle Chatfield, Esq.

    


    And
      with
      a copy of any

    notice
      of
      default hereunder to: ENN
      ________, L.L.C.,

    a
      Delaware limited liability company

    c/o
      Equity Inns, Inc.

    7700
      Wolf
      River Boulevard

    Germantown,
      Tennessee 38138


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Beneficiary:    Capmark
      Bank

    6955
      Union Park Center

    Suite
      330

    Midvale,
      Utah 84047

    Attention:
      President

    Loan
      No.
      01-1057229

    


    


    Copies
      to:    Capmark
      Finance Inc.

    116
      Welsh
      Road

    Horsham,
      Pennsylvania 19044

    Attention:
      Servicing- Executive Vice President

    


    and:     Capmark
      Finance Inc.

    1600
      Tysons Boulevard, 11th
      Floor

    McLean,
      Virginia 22102

    Fax
      No.:
      (703) 749-4399

    Attention:
      Lewis L. Delafield

    Loan
      No.
      01-1057229

    


    and:  

    Katten
      Muchin Rosenman LLP

    1025
      Thomas Jefferson Street, N.W.

    Suite
      700

    Washington,
      D.C. 20007-5201

    Fax
      No.:
      (202) 298-7570

    Attn.:
      Christopher J. Hart, Esq.

    


    44. Authority

    


    Grantor
      represents and warrants that: (a) it has full power, authority and right to
      execute, deliver and perform its obligations pursuant to this Deed of Trust,
      give, grant, bargain, sell, alien, enfeoff, convey, confirm, mortgage, warrant,
      pledge, hypothecate and assign the Property pursuant to the terms hereof and
      to
      keep and observe all of the terms of this Deed of Trust on Grantor's part to
      be
      performed; and (b) Grantor 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, including temporary regulations.
      Beneficiary represents and warrants that it has full power, authority and right
      to execute, deliver and perform its obligations pursuant to this Deed of
      Trust.

    


    45. Waiver
      of Notice

    


    Neither
      Grantor nor Guarantor shall be entitled to any notices of any nature whatsoever
      from Beneficiary except with respect to matters for which this Deed of Trust
      specifically and expressly provides for the giving of notice by Beneficiary
      to
      Grantor or Guarantor and except 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    with
      respect to matters for which Beneficiary is required by applicable law to give
      notice, and Grantor and Guarantor each hereby expressly waives the right to
      receive any notice from Beneficiary with respect to any matter for which this
      Deed of Trust does not specifically and expressly provide for the giving of
      notice by Beneficiary to Grantor or Guarantor, including, without limitation,
      notice of default, notice of intention to accelerate sums under the Loan
      Documents and notice of acceleration of sums under the Loan Documents. All
      notices required hereunder must be in writing, delivered by certified mail
      (return receipt requested), personal delivery or overnight
      delivery.

    


    46. Remedies
      of Grantor

    


    In
      the
      event that a claim or adjudication is made that Beneficiary has acted
      unreasonably or has unreasonably delayed acting in any case where by law or
      under the Note, this Deed of Trust or the other Loan Documents, it has an
      obligation to act reasonably or promptly, Beneficiary shall not be liable for
      any monetary damages, and Grantor's and Guarantor's remedies shall be limited
      to
      injunctive relief or declaratory judgment.

    


    47. Sole
      Discretion of Beneficiary

    


    Wherever
      pursuant to this Deed of Trust Beneficiary exercises any right given to it
      to
      approve or disapprove, or any arrangement or term is to be satisfactory to
      Beneficiary, the decision of Beneficiary to approve or disapprove or to decide
      that arrangements or terms are satisfactory or not satisfactory shall be in
      the
      sole discretion, not arbitrary or capricious, of Beneficiary and shall be final
      and conclusive, except as may be otherwise expressly and specifically provided
      herein.

    


    48. Non-Waiver

    


    The
      failure of Beneficiary to insist upon strict performance of any term hereof
      shall not be deemed to be a waiver of any term of this Deed of Trust. Grantor
      shall not be relieved of Grantor's obligations hereunder by reason of: (a)
      the
      failure of Beneficiary to comply with any request of Grantor or Guarantor to
      take any action to foreclose this Deed of Trust or otherwise to enforce any
      of
      the provisions hereof or of the Note or the other Loan Documents; (b) 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 (c) any
      agreement or stipulation by Beneficiary extending the time of payment or
      otherwise modifying or supplementing the terms of the Note, this Deed of Trust
      or the other Loan Documents. Beneficiary may resort for the payment of the
      Debt
      to any other security held by Beneficiary in such order and manner as
      Beneficiary, in its discretion, may elect. Beneficiary may take action to
      recover the Debt, or any portion thereof, or to enforce any covenant hereof
      without prejudice to the right of Beneficiary thereafter to foreclose this
      Deed
      of Trust. The rights and remedies of Beneficiary under this Deed of Trust shall
      be separate, distinct and cumulative and none shall be given effect to the
      exclusion of the others. No act of Beneficiary shall be construed as an election
      to proceed under any one provision herein to the exclusion of any other
      provision. Beneficiary 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.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    49. No
      Oral Change

    


    This
      Deed
      of Trust, 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 Grantor or Beneficiary, 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.

    


    50. Liability

    


    If
      Grantor or Guarantor consists of more than one person, the obligations and
      liabilities of each such person hereunder and of each of Grantor and Guarantor
      shall be joint and several. Subject to the provisions hereof requiring
      Beneficiary's consent to any transfer of the Property, this Deed of Trust shall
      be binding upon and inure to the benefit of Grantor, Guarantor and Beneficiary
      and their respective successors and assigns forever. 

    


    51. Inapplicable
      Provisions

    


    If
      any
      term, covenant or condition of this Deed of Trust is held to be invalid, illegal
      or unenforceable in any respect, this Deed of Trust shall be construed without
      such provision.

    


    52. Section
      Headings

    


    The
      headings and captions of the various Sections of this Deed of Trust 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.

    


    53. Counterparts

    


    This
      Deed
      of Trust may be executed in any number of counterparts and each such duplicate
      original shall be deemed to be an original.

    


    54. Certain
      Definitions

    


    Unless
      the context clearly indicates a contrary intent or unless otherwise specifically
      provided herein, words used in this Deed of Trust may be used interchangeably
      in
      singular or plural form and the word "Grantor" shall mean "each Grantor or
      any
      part thereof or any interest therein", the word "Beneficiary" shall mean
      "Beneficiary, its successors and assigns, and any subsequent holder of the
      Note", the word "Debt" shall mean "the Note and any other evidence of
      indebtedness secured by this Deed of Trust", the word "person" shall include
      an
      individual, corporation, partnership, trust, unincorporated association,
      government, governmental authority and any other entity, and the words
      "Property" shall include any portion of the Property and any interest therein
      and the words "attorneys' fees" shall include any and all attorneys' fees,
      paralegal and law clerk fees including, without limitation, fees at the
      pretrial, trial and appellate levels incurred or paid by Beneficiary in
      protecting its interest in the Property and Collateral and enforcing its rights
      hereunder. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    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.

    


    55. Assignments

    


    Beneficiary
      shall have the right to assign or transfer its rights under this Deed of Trust
      without limitation. Any assignee or transferee shall be entitled to all the
      benefits afforded Beneficiary under this Deed of Trust. Neither Grantor nor
      Guarantor shall, without the prior written consent of Beneficiary, which consent
      may be withheld in Beneficiary's sole discretion, assign or transfer its rights
      under this Deed of Trust or any of the Loan Documents.

    


    56. SUBMISSION
      TO JURISDICTION

    


    GRANTOR,
      GUARANTOR AND BENEFICIARY EACH HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION
      OF
      ANY STATE OF _______ OR FEDERAL COURT SITTING IN _______ COUNTY, ___ OVER ANY
      SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS DEED OF TRUST.
      GRANTOR, GUARANTOR AND BENEFICIARY EACH MAY, AT ITS SOLE DISCRETION, ELECT
      THE
      STATE OF ______, OR THE UNITED STATES OF AMERICA FEDERAL DISTRICT COURT HAVING
      JURISDICTION OVER _______ COUNTY, ___ AS THE VENUE OF ANY SUCH SUIT, ACTION
      OR
      PROCEEDING. GRANTOR, GUARANTOR AND BENEFICIARY 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.

    


    57. Agent
      for Receipt of Process

    


    Grantor
      hereby irrevocably appoints Phillip H. McNeill, Sr., having an address at 7700
      Wolf River Boulevard, Germantown, Shelby County, Tennessee 38138, as its
      authorized agent to accept and acknowledge, on behalf of Grantor, service of
      any
      and all process which may be served in any suit, action or proceeding of the
      nature referred to in Section 56 hereof in any State or Federal court within
      the
      State of ______. If such agent shall cease so to act, Grantor shall irrevocably
      designate and appoint without delay another such agent satisfactory to
      Beneficiary, and shall promptly deliver to Beneficiary written evidence of
      such
      other agent's acceptance of such appointment.

    


    58. Service
      of Process

    


    To
      the
      extent permitted by applicable law, process in any suit, action or proceeding
      of
      the nature referred to in Section 56 hereof may be served: (a) by registered
      or
      certified mail, postage prepaid, to Grantor or Guarantor, as applicable, at
      the
      address set forth above or to such other address of which Grantor or Guarantor,
      as applicable, shall have given Beneficiary written notice; or (b) if Grantor
      or
      Guarantor, as applicable, shall not have made an appearance within twenty-one
      (21) days after service in accordance with clause (a) of this Section, by hand
      delivery to the agent identified in 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Section
      57 hereof, or such successor agent as shall have been identified in accordance
      with Section 57 hereof. Nothing in this Section shall affect the Beneficiary's
      right to serve process in any manner permitted by law, or limit Beneficiary's
      right to bring proceedings against Grantor or Guarantor in the courts of any
      other jurisdiction.

    


    59. WAIVER
      OF JURY TRIAL

    


    GRANTOR
      HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY
      JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH
      RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE NOTE, THIS 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 GRANTOR OR GRANTOR, AND IS INTENDED TO ENCOMPASS
      INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL
      BY
      JURY WOULD OTHERWISE ACCRUE. BENEFICIARY IS HEREBY AUTHORIZED TO FILE A COPY
      OF
      THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GRANTOR.
      

    


    60. Homestead

    


    Grantor
      hereby waives and renounces all homestead and exemption rights provided by
      the
      constitution and the laws of the United States and of any state, in and to
      the
      Property as against the collection of the Debt, or any part thereof, and no
      portion of the Property comprises a homestead, whether business or
      personal.

    


    61. CHOICE
      OF LAW

    


    THIS
      DEED
      OF TRUST SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO PURSUANT TO ______ LAW
      AND SHALL IN ALL RESPECTS BE GOVERNED, CONSTRUED, APPLIED, AND ENFORCED IN
      ACCORDANCE WITH THE LAWS OF SUCH JURISDICTION, INCLUDING MATTERS OF CREATION,
      PERFECTION AND PRIORITY OF LIENS AND SECURITY INTERESTS, AND FORECLOSURE OR
      OTHER ENFORCEMENT ACTIONS, WHICH SHALL ALSO BE GOVERNED BY THE LAWS OF THE
      STATE
      OF _______.

    


    62. Time
      of Essence

    


    Time
      is
      of the essence of this Deed of Trust and of each and every term, covenant and
      condition herein.

    


    63. Survival

    


    All
      covenants, representations and warranties made herein shall survive the making
      of the Loan and the delivery of the Note and other Loan
      Documents.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    64. No
      Third-Party Beneficiary Rights Created

    


    The
      parties hereto expressly declare that it is their joint and mutual intention
      that this Deed of Trust and the transactions contemplated hereby shall not
      be
      construed as creating a third party beneficiary contract, and neither this
      Deed
      of Trust nor any of the other Loan Documents shall be construed as giving or
      conferring any rights or benefits whatsoever to or upon any other persons or
      entities other than Grantor, Guarantor and Beneficiary.

    


    65. Discharge

    


    If
      all
      indebtedness secured hereby is promptly paid when due and all other provisions
      hereof are faithfully performed, the mortgage of the Property shall be null
      and
      void, and shall be discharged, otherwise to remain in full force and
      effect.

    


    66. Maintaining
      Priority of Deed of Trust

    


    (a) Grantor
      shall, at its expense, cause the recordation of this Deed of Trust and of any
      other instrument evidencing or securing the Note wherever such recording would
      or might be required in order to protect the first lien and priority of this
      Deed of Trust or such instrument against the claims of third parties. Grantor
      hereby covenants and agrees at all times, at its sole expense, to take such
      other action and execute and record such other instruments as may be necessary
      or desirable to preserve and protect the first lien and priority of this Deed
      of
      Trust and all other instruments evidencing or securing the Note.

    


    67. Costs

    


    (a) Grantor
      acknowledges and confirms that Beneficiary shall impose certain administrative
      processing and/or commitment fees in connection with (a) the extension, renewal,
      modification, amendment and termination of its loans, (b) the release or
      substitution of collateral therefore, (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 and
      non-disturbance agreement. Grantor 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, Beneficiary or any
      governmental or quasi-governmental authority. Grantor hereby acknowledges and
      agrees to pay, immediately, with or without demand, all such fees (as the same
      may be increased or decreased from time to time), and any additional fees of
      a
      similar type or nature which may be imposed by Beneficiary from time to time,
      upon the occurrence of any such event or otherwise. Wherever it is provided
      for
      herein that Grantor pay any costs and expenses, such costs and expenses shall
      include, but not be limited to, all legal fees and disbursements of Beneficiary,
      whether of retained firms, the reimbursement for the expenses of in-house staff
      or otherwise.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b) Grantor
      shall pay all legal fees incurred by Beneficiary in connection with (A) the
      preparation of the Note, this Deed of Trust and the other Loan Documents; and
      (B) the items set forth in subsection (a) above, and (ii) Grantor shall pay
      to
      Beneficiary on demand any and all expenses, including legal expenses and
      attorneys' fees, incurred or paid by Beneficiary in protecting its interest
      in
      the Property or Personal Property or in collecting any amount payable hereunder
      or in enforcing its rights hereunder with respect to the Property or Personal
      Property, whether or not any legal proceeding is commenced hereunder or
      thereunder and whether or not any default or Event of Default shall have
      occurred and is continuing, together with interest thereon at the Default Rate
      from the date paid or incurred by Beneficiary until such expenses are paid
      by
      Grantor.

    


    68. Defeasance

    


    (a) At
      any
      time after the date which is the earlier of three (3) years from the date of
      the
      Note or two (2) years after the Loan is securitized, and is at least one (1)
      month prior to the Maturity Date (as such term is defined in the Note), Grantor
      may obtain the release of the Property from the lien of this Deed of Trust
      upon
      the satisfaction of the following conditions precedent:

    


    (i)  not
      less
      than forty-five (45) days prior written notice to Beneficiary specifying a
      regularly scheduled payment date (the "Release
      Date")
      on
      which the Defeasance Deposit (hereinafter defined) is to be made;

     

    


    (ii)  the
      payment to Beneficiary of interest accrued and unpaid on the principal balance
      of the Note to and including the Release Date;

     

    


    (iii)  the
      payment to Beneficiary of all other sums, not including scheduled interest
      or
      principal payments, due under the Note, this Deed of Trust, the Lease
      Assignment, and the other Loan Documents;

     

    


    (iv)  the
      payment to Beneficiary of the Defeasance Deposit; and

     

    (v)  the
      delivery to Beneficiary of:

     

    (A)  a
      security agreement, in form and substance satisfactory to Beneficiary, creating
      a first priority lien on the Defeasance Deposit and the U.S. Obligations
      (hereinafter defined) purchased on behalf of Grantor with the Defeasance Deposit
      in accordance with this provision of this section (the "Defeasance
      Security Agreement");

     

    (B)  a
      release
      of the Property from the lien of this Deed of Trust (for execution by
      Beneficiary) in a form appropriate for the jurisdiction in which the Property
      is
      located;

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (C)  an
      officer's certificate of Grantor certifying that the requirements set forth
      in
      this subparagraph (a) have been satisfied;

     

    (D)  an
      opinion of counsel (1) for Grantor in form satisfactory to Beneficiary opining,
      that, among other things, the Defeasance Security Agreement and the other Loan
      Documents upon the conclusion of the defeasance are enforceable against Grantor
      in accordance with their respective terms and Beneficiary has a perfected first
      priority security interest in the Defeasance Deposit and the U.S. Obligations
      purchased by Beneficiary on behalf of Grantor; and (2) in form satisfactory
      to
      Beneficiary opining that, as a result of such defeasance, any REMIC trust formed
      pursuant to a securitization which holds the Loan, (a) will not fail to maintain
      its status as a “real estate mortgage investment conduit” within the meaning of
      Section 860D of the U.S. Bankruptcy Code, or any successor or supplemental
      provision thereto, (b) will not be subject to any taxes on “prohibited
      transactions”, and (c) will not cause such REMIC to be an investment company
      under the Investment Company Act of 1940;

     

    (E)  evidence
      in writing from the applicable Rating Agencies to the effect that such release
      will not result in a re-qualification, reduction or withdrawal of any rating
      in
      effect immediately prior to such defeasance for any securities issued in
      connection with a secondary market transaction; 

     

    (F)  a
      certificate from a firm of independent certified public accountants (or other
      third party consulting firm acceptable to Beneficiary in its sole discretion)
      acceptable to Beneficiary certifying that the U.S. Obligations are sufficient
      to
      satisfy the requirements set forth in the ultimate paragraph of Section 68(a)(v)
      of this Deed of Trust;

     

    (G)  confirmation
      in writing from Beneficiary’s custodian that it has received all of the U.S.
      Obligations for the account and benefit of Beneficiary;

     

    (H)  confirmation
      in writing from Grantor which confirms that following the Release Date, Grantor
      continues to satisfy the "single purpose entity" requirements of this Deed
      of
      Trust; and

     

    (I)  such
      other certificates, documents or instruments as Beneficiary may reasonably
      request.

     

    In
      connection with the conditions set forth in subparagraph (a)(v) above, Grantor
      hereby appoints Beneficiary as its agent and attorney-in-fact for the purpose
      of
      using the Defeasance Deposit to purchase U.S. Obligations which provide payments
      on or prior to, but as close as possible to, all successive scheduled payment
      dates after the Release Date upon which interest and principal payments are
      required under the Note (assuming that the Grantor were to repay the Note in
      full on the Maturity Date) and in amounts equal to the scheduled payments due
      on
      such dates under the Note (the "Scheduled
      Defeasance Payments").
      Grantor, pursuant to the Defeasance Security Agreement or 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    other
      appropriate document, shall authorize and direct that the payments received
      from
      the U.S. Obligations may be made directly to Beneficiary and applied to satisfy
      the obligations of Grantor under the Note. Unless otherwise agreed in writing
      by
      Beneficiary, the pledge of the U.S. Obligations shall be effectuated through
      the
      book-entry facilities of a qualified securities intermediary designated by
      Beneficiary (which may be Beneficiary itself or an Affiliate of Beneficiary
      if
      such party qualifies as a securities intermediary) in conformity with all
      applicable laws.

     

    (b)  Upon
      compliance with the requirements of this section, the Property shall be released
      from the lien of this Deed of Trust and the pledged U.S. Obligations shall
      be
      the sole source of collateral securing the Note. Any portion of the Defeasance
      Deposit in excess of the amount necessary to purchase the U.S. Obligations
      required by subparagraph (a) above and satisfy the Grantor's obligations under
      this section shall be remitted to Grantor with the release of the Property
      from
      the lien of this Deed of Trust. In connection with such release, Beneficiary
      shall establish or designate a successor entity (the "Successor
      Grantor"),
      which
      shall satisfy Beneficiary’s then current requirements for a "single purpose
      entity", and Grantor shall transfer and assign all obligations, rights and
      duties under and to the Note together with the pledged U.S. Obligations to
      such
      Successor Grantor. The obligation of Beneficiary to establish or designate
      a
      Successor Grantor shall be retained by Beneficiary notwithstanding the sale or
      transfer of this Deed of Trust unless such obligation is specifically assumed
      by
      the transferee. Such Successor Grantor shall assume the obligations under the
      Note and the Defeasance Security Agreement and Grantor shall be relieved of
      its
      obligations thereunder (except for those obligations which, by the express
      terms
      of the Loan Documents, survive payment of the Loan, which shall be assumed
      by
      Successor Grantor). Grantor shall pay One Thousand and No/100 Dollars
      ($1,000.00) to any such Successor Grantor as consideration for assuming the
      obligations under the Note and the Defeasance Security Agreement.
      Notwithstanding any contrary provision in this Deed of Trust, no assumption
      fee
      is payable to Beneficiary upon a transfer of the Loan in accordance with this
      Section. Beneficiary may require as a condition to the defeasance, such
      additional legal opinions from Grantor’s counsel as Beneficiary reasonably deems
      necessary to confirm the valid creation and authority of the Successor Grantor
      (including a nonconsolidation opinion), the assignment and assumption of the
      Loan and U.S. Obligations between Grantor and Successor Grantor, and the
      enforceability of the assignment documents and of the Loan Documents as the
      obligation of Successor Grantor. Notwithstanding anything in this Deed of Trust
      to the contrary, no other assumption fee shall be payable upon a transfer of
      the
      Note in accordance with this section, but Grantor shall pay all costs and
      expenses incurred by Beneficiary, including Beneficiary’s attorneys' fees and
      expenses, incurred in connection with this section.

     

    (c)  For
      purposes of this section, the following terms shall have the following
      meanings:

     

    (i)  The
      term
      "Defeasance
      Deposit"
      shall
      mean an amount equal to the remaining principal amount of the Note, the
      Defeasance Yield Premium, any costs and expenses incurred or to be incurred
      in
      the purchase of U.S. Obligations necessary to meet the Scheduled Defeasance
      Payments and any revenue, documentary stamp or intangible 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    taxes
      or
      any other tax or charge due in connection with the transfer of the Note or
      otherwise required to accomplish the agreements of this Section 68;

     

    (ii)  The
      term
      "Defeasance
      Yield Premium"
      shall
      mean the amount (if any) which, when added to the remaining principal amount
      of
      the Note, will be sufficient to purchase U.S. Obligations providing the required
      Scheduled Defeasance Payments; and 

     

    (iii) The
      term
      "U.S.
      Obligations"
      shall
      mean direct non-callable and non-redeemable securities issued, or fully insured
      as to payment, by the United States of America or such other securities as
      are
      permitted at the time of the defeasance by the United States Internal Revenue
      Code, Title 26 of the U.S. Code, as amended, with respect to REMIC collateral
      substitutions.

    


    (d)  Notwithstanding
      any of the foregoing to the contrary, if the Grantor is unable either (i) to
      renew or extend the term of the Franchise Agreement in effect as of the Closing
      Date such that term of the Franchise Agreement is not less than ten (10) years
      after the Closing Date or (ii) enter into (or cause ENN to enter into) an
      acceptable Substitute Franchise Agreement, then Grantor shall have the right
      to
      defease the Loan and to obtain the release of the Property in accordance with
      this Section 68.

     

    69. Trustee

    


    (a)  Beneficiary
      shall have the irrevocable power, to be exercised at any time and from time
      to
      time hereafter with or without cause, to substitute a trustee in place of the
      Trustee herein named, by an instrument in writing duly executed, acknowledged,
      and recorded among the land records of the jurisdiction where the Property
      is
      located and, when such instrument is so recorded, all the estate of the Trustee
      thus superseded shall terminate and all the right, title, and interest of such
      Trustee hereunder shall be vested in the trustee named as successor, and such
      successor trustee shall have the same powers, rights, and duties which the
      Trustee so superseded had under this Deed of Trust. The exercise of this right
      to appoint a successor trustee, no matter how often exercised, shall not be
      deemed an exhaustion of said right. Beneficiary shall have the right to name
      one
      or more entities as a successor trustee hereunder.

     

    (b)  Trustee,
      by acceptance hereof, covenants faithfully to perform and fulfill the trusts
      herein created, being liable, however, only for gross negligence or intentional
      misconduct, and hereby waives any statutory fee.

     

    (c)  Trustee
      may resign at any time upon giving ten (10) days' notice in writing to Grantor
      and to Beneficiary.

     

    (d)  Beneficiary
      hereby ratifies and confirms any and all acts which the herein-named Trustee,
      or
      its successor in this trust, shall do lawfully by virtue hereof. Grantor hereby
      agrees, on behalf of itself and of its heirs, executors, administrators and
      assigns, that the recitals contained in any deed or deeds executed in due form
      by Trustee or substitute trustee, acting under the provisions of this
      instrument, shall be prima facie evidence of the facts recited, and that it
      shall not be necessary to prove in any court, otherwise than by such recitals,
      the existence of any facts 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    essential
      to authorize the executed and delivery of such deed or deeds and the passing
      of
      title thereby.

     

    (e)  Trustee
      shall not be required to see that this Deed of Trust is recorded, nor be liable
      for its validity or its priority as a first deed of trust, or otherwise, nor
      shall Trustee be answerable or responsible for performance or observance of
      the
      covenants and agreement imposed upon Grantor or Beneficiary by this Deed of
      Trust or any other agreement. Trustee, as well as Beneficiary, shall have
      authority in its discretion to employ agents and attorneys in the execution
      of
      this Deed of Trust and to protect the interest of Beneficiary hereunder, and
      to
      the extent permitted by law it shall be compensated and all expenses relating
      to
      the employment of such agents and/or attorneys, including expenses of
      litigation, shall be paid out of the proceeds of the sale of the Property
      conveyed hereby should a sale be had, but if no such sale be had, all sums
      by
      all remedies at law or in equity by which the indebtedness hereby secured may
      be
      recovered.

     

    (f)  Grantor
      shall pay all costs, fees, commissions and expenses of the Trustee, its agent
      and counsel, in connection with the performance of its duties
      hereunder.

     

    (g) If
      Trustee constitutes more than one individual, either may act
      independently.

    


    70. Local
      Law Provisions.

    


    Notwithstanding
      any term or provision otherwise set forth in this Deed of Trust, the following
      terms and provisions shall govern and control:

     

    (a) _______
      Trustee Provisions

    


    (i)  Trustee
      shall not be required to take any action toward the execution and enforcement
      of
      the trust hereby created or to institute, appear in, or defend any action,
      suit,
      or other proceeding in connection therewith where, in his opinion, such action
      would be likely to involve him in expense or liability, unless requested so
      to
      do by a written instrument signed by Beneficiary and, if Trustee so requests,
      unless Trustee is tendered security and indemnity satisfactory to Trustee
      against any and all cost, expense, and liability arising therefrom. Trustee
      shall not be responsible for the execution, acknowledgement or validity of
      the
      Loan Documents, or for the proper authorization thereof, or for the sufficiency
      of the lien and security interest purported to be created hereby, and Trustee
      makes no representation in respect thereof or in respect of the rights,
      remedies, and recourses of Beneficiary.

     

    (ii)  With
      the
      approval of Beneficiary, the Trustee shall have the right to take any and all
      of
      the following actions: (i) to select, employ, and advise with counsel (who
      may
      be, but need not be, counsel for Beneficiary) upon any matters arising
      hereunder, including the preparation, execution and interpretation of the Loan
      Documents, and shall be fully protected in relying as to legal matters on the
      advice of counsel, (ii) to execute any of the trusts and powers hereof and
      to
      perform any duty hereunder either directly or through his agents or attorneys,
      (iii) to select and employ, in and about the execution of his duties


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    hereunder,
      suitable accountants, engineers and other experts, agents and attorneys-in-fact,
      either corporate or individual, not regularly in the employ of the Trustee,
      and
      the Trustee shall not be answerable for any act, default, negligence, or
      misconduct of any such accountant, engineer or other expert, agent or
      attorney-in-fact, if selected with reasonable care, or for any error of judgment
      or act done by the Trustee in good faith, or be otherwise responsible or
      accountable under any circumstances whatsoever, except for the Trustee’s gross
      negligence or bad faith, and (iv) any and all other lawful action as Beneficiary
      may instruct the Trustee to take to protect or enforce Beneficiary’s rights
      hereunder. The Trustee shall not be personally liable in case of entry by the
      Trustee, or anyone entering by virtue of the powers herein granted to the
      Trustee, upon the Property for debts contracted for or liability or damages
      incurred in the management or operation of the Property. The Trustee shall
      have
      the right to rely on any instrument, document, or signature authorizing or
      supporting an action taken or proposed to be taken by the Trustee hereunder,
      believed by the Trustee in good faith to be genuine. The Trustee shall be
      entitled to reimbursement for actual expenses incurred by the Trustee in the
      performance of the Trustee’s duties hereunder and to reasonable compensation for
      such of the Trustee’s services hereunder as shall be rendered. Grantor will,
      from time to time, pay the compensation due to Trustee hereunder and reimburse
      Trustee for, and save Trustee harmless against, any and all liability and
      expenses which may be incurred by Trustee in the performance of Trustee's
      duties.

     

    (iii)  All
      moneys received by the Trustee shall, until used or applied as herein provided,
      be held in trust for the purposes for which they were received, but need not
      be
      segregated in any manner from any other moneys (except to the extent required
      by
      applicable law) and the Trustee shall be under no liability for interest on
      any
      moneys received by the Trustee hereunder.

     

    (iv)  Trustee
      may resign by the giving of notice of such resignation in writing or verbally
      to
      Beneficiary. If Trustee shall die, resign, or become disqualified from acting
      in
      the execution of this trust, or if, for any reason, Beneficiary shall prefer
      to
      appoint a substitute trustee or multiple substitute trustees, or successive
      substitute trustees or successive multiple substitute trustees, to act instead
      of the aforenamed Trustee, Beneficiary shall have full power to appoint a
      substitute trustee (or, if preferred, multiple substitute trustees) in
      succession who shall succeed (and if multiple substitute trustees are appointed,
      each of such multiple substitute trustees shall succeed) to all the estates,
      rights, powers, and duties of the aforenamed Trustee. Such appointment may
      be
      executed by any authorized agent of Beneficiary, and if such Beneficiary be
      a
      corporation and such appointment be executed in its behalf by any officer of
      such corporation, such appointment shall be conclusively presumed to be executed
      with authority and shall be valid and sufficient without proof of any action
      by
      the board of directors or any superior officer of the corporation. Grantor
      hereby ratifies and confirms any and all acts which the aforenamed Trustee,
      or
      his successor or successors in this trust, shall do lawfully by virtue hereof.
      If multiple substitute Trustees are appointed, each of such multiple substitute
      Trustees shall be empowered and authorized to act alone without the necessity
      of
      the joinder of the other multiple substitute trustees, whenever any action
      or
      undertaking of such substitute trustees is requested or required under or
      pursuant to this Deed of Trust or applicable law.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (v)  Should
      any deed, conveyance, or instrument of any nature be required from Grantor
      by
      any Trustee or substitute Trustee to more fully and certainly vest in and
      confirm to the Trustee or substitute Trustee such estates, rights, powers,
      and
      duties, then, upon request by the Trustee or substitute Trustee, any and all
      such deeds, conveyances and instruments shall be made, executed, acknowledged,
      and delivered and shall be caused to be recorded and/or filed by
      Grantor.

     

    (vi)  Any
      substitute Trustee appointed pursuant to any of the provisions hereof shall,
      without any further act, deed, or conveyance, become vested with all the
      estates, properties, rights, powers, and trusts of its or his predecessor in
      the
      rights hereunder with like effect as if originally named as Trustee herein;
      but
      nevertheless, upon the written request of Beneficiary or of the substitute
      Trustee, the Trustee ceasing to act shall execute and deliver any instrument
      transferring to such substitute Trustee, upon the trusts herein expressed,
      all
      the estates, properties, rights, powers, and trusts of the Trustee so ceasing
      to
      act, and shall duly assign, transfer and deliver any of the property and moneys
      held by such Trustee to the substitute Trustee so appointed in the Trustee’s
      place.

     

    (vii)  By
      accepting or approving anything required to be observed, performed, or fulfilled
      or to be given to Trustee (on its own behalf or on behalf of Beneficiary)
      pursuant to the Loan Documents, including, without limitation, any officer’s
      certificate, balance sheet, statement of profit and loss or other financial
      statement, survey, appraisal, or insurance policy, neither Trustee nor
      Beneficiary shall be deemed to have warranted, consented to, or affirmed the
      sufficiency, legality, effectiveness, or legal effect of the same, or of any
      term, provision, or condition thereof, and such acceptance or approval thereof
      shall not be or constitute any warranty or affirmation with respect thereto
      by
      Trustee, either on its own behalf or on behalf of Beneficiary.

     

    


    (b) ________
      Power of Sale Provisions.

    


    Upon
      a
      non-judicial foreclosure sale, Trustee may sell all or any portion of the
      Property, together or in lots or
      parcels, and may execute and deliver to the purchaser or purchasers of such
      property good and sufficient deeds of conveyance of fee simple title with
      covenants of general warranty made on behalf of Grantor. In no event shall
      Trustee be required to exhibit, present or display at any such sale any of
      the
      personalty described herein to be sold at such sale,
      and the
      Grantor hereby agrees to deliver all of such personal property to the purchaser
      at such sale on the date of sale, and if it should be impossible or
      impracticable to make actual delivery of such property, then the title and
      right
      of possession to such property shall pass to the purchaser at such sale as
      completely as if the same
      had
      been actually present and delivered. Trustee
      making such sale shall receive the proceeds thereof and shall apply the same
      as
      follows: (i) first, he shall pay the reasonable expenses of Trustee and a
      reasonable Trustee's fee or commission; (ii) second, he shall pay, so far as
      may
      be possible, the Debt, discharging first that portion of the Debt arising under
      the covenants or agreements herein contained and not evidenced by the Note;
      (iii) third, he shall pay the residue, if any, to the persons legally entitled
      thereto. Payment of the purchase price to Trustee shall satisfy the



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    obligation
      of the purchaser at such sale therefor, and such purchaser shall not be
      responsible for the application thereof. The sale or sales by Trustee of less
      than the whole of the Property shall not exhaust the power of sale herein
      granted, and Trustee is specifically empowered to make successive sale
      or
      sales under such power until the whole of the Property shall be sold; and if
      the
      proceeds of such sale or sales of less than the whole of the Property shall
      be
      less than the aggregate of the Debt and the expenses thereof, this Deed of
      Trust
      and the lien, security interest and assignment hereof shall remain in full
      force
      and effect as to the unsold portion of the Property just as though no sale
      or
      sales had been made; provided, however, that Grantor shall never have any right
      to require the sale or sales of less than the whole of the Property, but
      Beneficiary shall have the right, at its sole election, to request Trustee
      to
      sell less than the whole of the Property. If
      default is made hereunder, the holder of the Debt or any part thereof on which
      the payment is delinquent shall
      have the option to proceed with foreclosure in satisfaction of such item either
      through judicial proceedings or by directing Trustee to proceed as if under
      a
      full foreclosure, conducting the sale as herein provided without declaring
      the
      entire Debt due, and if sale is made because of default of an installment,
      or a
      part of an installment, such sale may be made subject to the unmatured part
      of
      the Debt; and it is agreed that such sale, if so made, shall not in any manner
      affect the unmatured part of the Debt, but as to such unmatured part this Deed
      of Trust shall remain in full force and effect as though no sale had been made
      under the provisions of this paragraph. Several sales may be made hereunder
      without exhausting the right of sale for any unmatured part of the Debt.
The
      Grantor hereby irrevocably appoints the Trustee to be the attorney of
      the Grantor,
      and in the name and on behalf of the Grantor to execute and deliver any deeds,
      transfers, conveyances, assignments, assurances and notices which the Grantor
      ought to execute and deliver, and do and perform any and all such acts and
      things which the Grantor ought to do and perform under the covenants herein
      contained, and generally to use the name of the Grantor in the exercise of
      all
      or any of the powers hereby conferred on the Trustee. At
      any
      such sale (1) Grantor hereby agrees, in its behalf and in behalf of its heirs,
      executors, administrators, successors, personal representatives and assigns,
      that any and all recitals made in any deed of conveyance given by Trustee with
      respect to the identity of Beneficiary, the occurrence or existence of any
      default, the acceleration of the maturity of any of the Debt, the request to
      sell, the notice of sale, the giving
      of
      notice to all debtors legally entitled thereto, the time, place, terms, and
      manner of sale, and receipt, distribution and application of the money realized
      therefrom, or the due and proper appointment of a substitute Trustee, and,
      without being limited by the foregoing, with respect to any other act or thing
      having been duly done by Beneficiary or by Trustee hereunder, shall be taken
      by
      all courts of law and equity as prima facie evidence that the statements or
      recitals state facts and are without further question to be so accepted, and
      Grantor hereby ratifies and confirms every act that Trustee or any substitute
      Trustee hereunder may lawfully do in the premises by virtue hereof, and (2)
      the
      purchaser may disaffirm any easement granted, or rental, lease or other contract
      of the Property, and may take immediate possession of the Property free from,
      and despite the terms of, such grant of easement and rental or lease
      contract. Beneficiary
      may bid and become the purchaser of all or any part of the Property at any
      trustee's or foreclosure sale hereunder, and,
      after
      paying or accounting for all costs of said sale or sales, the
      amount of Beneficiary's successful bid may be credited on the Debt.
      Upon any
      sale, whether made under the power of sale hereby given or by virtue of judicial
      proceedings, the receipt of the Trustee, or of the officer making a sale under
      judicial proceedings, shall be a sufficient discharge to the purchaser or
      purchasers at any sale for his or their purchase money, and such purchaser
      or
      purchasers, his or their assigns or personal representatives, shall not, after
      paying such purchase money and receiving such receipt of the Trustee or of
      such



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    officer
      therefor, be obliged to see to the application of such purchase money, or be
      in
      any wise answerable for any loss, misapplication or non-application thereof.
      It
      is the intention of the parties to conduct any foreclosure sale of the Property
      in compliance with Section 51.002 of the Texas Property Code and any subsequent
      applicable amendments or supplements thereto.

    


    (c) Entire
      Agreement.
      

    


    The
      Loan
      Documents to which Grantor is a party constitute the entire understanding and
      agreement between Grantor and Beneficiary with respect to the transactions
      arising in connection with the Indebtedness and supersede all prior written
      or
      oral understandings and agreements between Grantor and Beneficiary with respect
      to the matters addressed in such Loan Documents. Grantor hereby acknowledges
      that, except as incorporated in writing in the Loan Documents to which Grantor
      is a party, there are not, and were not, and no persons are or were authorized
      by Beneficiary to make, any representations, understandings, stipulations,
      agreements or promises, oral or written, with respect to the matters addressed
      in such Loan Documents.

    


    (d) No
      Waiver.

    


    Notwithstanding
      anything to the contrary contained in this Deed of Trust or the other Loan
      Documents, Grantor's rights under Sections _____ and _____ of the [APPLICABLE
      STATE PROPERTY CODE] have not been waived.

    


    (e) Maximum
      Interest.

    


    It
      is
      expressly stipulated and agreed to be the intent of Grantor and Beneficiary
      at
      all times to comply strictly with the applicable [STATE] law governing the
      maximum non-usurious rate or non-usurious amount of interest payable on the
      Indebtedness (or applicable United States federal law to the extent that it
      permits Beneficiary to contract for, charge, take, reserve or receive a greater
      amount of interest than under [STATE] law). If the applicable law is ever
      judicially interpreted so as to render usurious any amount (i) contracted
      for, charged, taken, reserved or received pursuant to the Note, any of the
      other
      Loan Documents or any other communication or writing by or between Grantor
      and
      Beneficiary related to the Indebtedness or to the transaction or transactions
      that are the subject matter of the Loan Documents, (ii) contracted for,
      charged, taken, reserved or received by reason of Beneficiary's exercise of
      the
      option to accelerate the maturity of the Note and/or any other portion of the
      Indebtedness, or (iii) Grantor will have paid or Beneficiary will have
      received by reason of any voluntary prepayment by Grantor of the Note and/or
      any
      other portion of the Indebtedness, then it is Grantor's and Beneficiary's
      express intent that all amounts charged in excess of the Maximum Lawful Rate
      shall be automatically canceled, ab
      initio,
      and all
      amounts in excess of the Maximum Lawful Rate theretofore collected by
      Beneficiary shall be credited on the principal balance of the Note and/or any
      of
      the other Indebtedness (or, if the Note and all other Indebtedness have been
      or
      would thereby be paid in full, refunded to Grantor), and the provisions of
      the
      Note and the other Loan Documents immediately be deemed reformed and the amounts
      thereafter collectible hereunder and thereunder reduced, without the necessity
      of the execution of any new document, so as to comply with the applicable law,
      but so as to permit the recovery of the fullest amount otherwise called for
      hereunder and thereunder; provided, however, if the Note has been paid in full
      before the 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    end
      of
      the stated term of the Note, then Grantor and Beneficiary agree that Beneficiary
      shall, with reasonable promptness after Beneficiary discovers or is advised
      by
      Grantor that interest was received in an amount in excess of the Maximum Lawful
      Rate, either refund such excess interest to Grantor and/or credit such excess
      interest against any other Indebtedness then owing by Grantor to Beneficiary.
      Grantor hereby agrees that as a condition precedent to any claim seeking usury
      penalties or claims against Beneficiary, Grantor will provide written notice
      to
      Beneficiary, advising Beneficiary in reasonable detail of the nature and amount
      of the violation, and Beneficiary 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 Grantor or crediting such excess interest
      against the Note and/or the other Indebtedness then owing by Grantor to
      Beneficiary. All sums contracted for, charged, taken, reserved or received
      by
      Beneficiary for the use, forbearance or detention of any of the Indebtedness,
      including any portion of the Indebtedness evidenced by the Note shall, to the
      extent permitted by applicable law, be amortized or spread, using the actuarial
      method, throughout the stated term of the Note and/or the other Indebtedness
      (including any and all renewal and extension periods) until payment in full
      so
      that the rate or amount of interest on account of the Note and/or the other
      Indebtedness does not exceed the Maximum Lawful Rate from time to time in effect
      and applicable to the Note and/or the other Indebtedness for so long as any
      portion of the Indebtedness is outstanding. In no event shall the provisions
      of
      Chapter ____ of the [APPLICABLE STATE FINANCE CODE] (which regulates
      certain revolving credit loan accounts and revolving triparty accounts) apply
      to
      the Note and/or any of the other Indebtedness. Notwithstanding anything to
      the
      contrary contained herein or in any of the other Loan Documents, it is not
      the
      intention of Beneficiary to accelerate the maturity of any interest that has
      not
      accrued at the time of such acceleration or to collect unearned interest at
      the
      time of such acceleration.

    


    As
      used
      hereunder "Maximum Lawful Rate" means the
      maximum lawful and non-usurious rate of interest which may be contracted for,
      charged, taken, received or reserved by Beneficiary in accordance with the
      applicable laws of the State of _____ (or applicable United States federal
      law
      to the extent that it permits Beneficiary to contract for, charge, take, receive
      or reserve a greater amount of interest than under [STATE] law), taking into
      account all Charges (as herein defined) made in connection with the transaction
      evidenced by the Note and the other Loan Documents. To the extent that
      Beneficiary is relying on Chapter ___ of the [APPLICABLE STATE FINANCE
      CODE]to determine the Maximum Lawful Rate payable on the Note and/or any other
      portion of the Indebtedness, Beneficiary will utilize the weekly ceiling from
      time to time in effect as provided in such Chapter ___, as amended. To the
      extent United States federal law permits Beneficiary to contract for, charge,
      take, receive or reserve a greater amount of interest than under [STATE] law,
      Beneficiary will rely on United States federal law instead of such
      Chapter ___ for the purpose of determining the Maximum Lawful Rate.
      Additionally, to the extent permitted by applicable law now or hereafter in
      effect, Beneficiary may, at its option and from time to time, utilize any other
      method of establishing the Maximum Lawful Rate under such Chapter ___ or
      under other applicable law by giving notice, if required, to Grantor as provided
      by applicable law now or hereafter in effect.

    


    As
      used
      hereunder "Charges" means all
      fees,
      charges and/or other things of value, if any, contracted for, charged, received,
      taken or reserved by Beneficiary in connection with the transactions relating
      to
      the Note and the other Loan Documents, which are treated as interest under
      applicable law.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (f) Additions
      to Specific Provisions.
      The
      following items are added to the end of Section 10 as a part
      thereof:

    


    (i) There
      are
      no brokerage fees or commissions payable by Grantor with respect to the leasing
      of space at the Property and there are no management fees payable by Grantor
      with respect to the management of Property; and 

    


    (ii) To
      the
      extent required under applicable law, all security deposits are held in a
      segregated account and Grantor is in compliance with all legal requirements
      relating to such security deposits.

    


    (g) Environmental
      Laws.
      The
      term "Environmental Laws" as used in this Deed of Trust shall include, without
      limitation,
      the
      [STATE] Solid Waste Disposal Act (______), the [STATE] Water Code (________)
      and
      _______ (_____).

     

    (h)
       Acceleration.
      The
      following language shall be added to the end of Section 27(a) of this Deed
      of
      Trust as a part thereof:

     

    “Without
      limiting the foregoing, Grantor hereby waives, relinquishes and agrees not
      to
      assert or take advantage of any requirement for notice of intent to accelerate
      and/or notice of acceleration, to the extent permitted under applicable
      law.”

     

    (i)
       Fixture
      Filing.
      Without
      limiting any provision of this Deed of Trust, this Deed of Trust shall also
      constitute and be effective as a financing statement covering accounts subject
      to subsection (e) of Section 9.103 of the Texas Business and Commerce Code,
      as
      amended (or any successor statute thereof).

     

    (j) Fair
      Market Value.
      The
      following is added to the end of Section 27(a):

     

    (i) To
      the
      extent Section ______ of the [STATE] Property Code, or any amendment thereto
      or
      judicial interpretation thereof, requires that the “fair market value” of the
      Property shall be determined as of the foreclosure date in order to enforce
      a
      deficiency against Grantor or any other party liable for the repayment of the
      indebtedness secured hereby, the term “fair market value” shall include those
      matters required by law and shall also include the additional factors as
      follows:

     

    (ii) The
      Property is to be valued “AS IS, WHERE IS” and “WITH ALL FAULTS” and there shall
      be no assumption of restoration of or refurbishment of the Property after the
      date of foreclosure;

     

    (iii)
       There
      shall be an assumption of a prompt resale of the Property for an all cash sales
      price by the purchaser at the foreclosure so that no extensive holding period
      should be factored into the determination of “fair market value” of the
      Property;

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (iv)
       An
      offset
      to the fair market value of the Property, as determined hereunder, shall be
      made
      by deducting from such value the reasonable estimated closing costs relating
      to
      the sale of the Property, including, but not limited to, brokerage commissions,
      title policy expenses, tax prorations, escrow fees, and other common charges
      which are incurred by a seller of real property similar to the Property;
      and

     

    (v) After
      consideration of the factors required by law and those required above, an
      additional discount factor shall be calculated based upon the estimated time
      it
      will take to effectuate a sale of the property so that the “fair market value”
as so determined is discounted to be as of the date of the foreclosure of the
      Property.

     

    THE
      WRITTEN LOAN DOCUMENTS TO WHICH GRANTOR 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.

    


    IT
      IS EXPRESSLY AGREED AND UNDERSTOOD THAT THIS DEED OF TRUST INCLUDES
      INDEMNIFICATION PROVISIONS (INCLUDING, WITHOUT LIMITATION, THE INDEMNIFICATION
      PROVISIONS CONTAINED IN ARTICLE 11 HEREOF) WHICH, IN CERTAIN CIRCUMSTANCES,
      COULD INCLUDE AN INDEMNIFICATION BY GRANTOR OF BENEFICIARY FROM CLAIMS OR LOSSES
      ARISING AS A RESULT OF BENEFICIARY'S OWN NEGLIGENCE.

     

    


    THERE
      ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

    


    


    [SIGNATURE
      APPEARS ON FOLLOWING PAGE]

    



    IN
      WITNESS WHEREOF,
      Grantor
      has duly executed and delivered this Deed of Trust, Assignment of Leases and
      Rents, Security Agreement and Fixture Filing under seal as of the day and year
      first above written.

    


         GRANTOR:

    


    EQI
      __________ PARTNERSHIP,
      L.P.,
      a
      Tennessee limited partnership

    


    By: EQI
      ________ Corporation, a

    Tennessee
      corporation

    


    By:__________________________(SEAL)

    Name:________________________

    Title:_________________________

     

    


    


    


    STATE
      OF
      ___________________ §

    §

    COUNTY
      OF
      _________________ §

     

    This
      instrument was ACKNOWLEDGED before me on May __, 2007, by
      ______________________________________________, the
      _______________________________ of EQI _______ Corporation, a Tennessee
      corporation, which is the general partner of EQI ______ Partnership, L.P.,
      a
      Tennessee limited partnership, on behalf of said partnership.

     

    [S
      E A
      L]  

    Notary
      Public - State of ___________

    My
      Commission Expires:

     

    _____________________ Printed
      Name of Notary Public

     

    


    


    


    



    EXHIBIT
      A

    


    Legal
      Description of Property