Common use of X X X X X X X X X X Clause in Contracts

X X X X X X X X X X. To secure the payment of an indebtedness in the principal sum of ONE HUNDRED AND TWENTY FIVE MILLION DOLLARS ($125,000,000), lawful money of the United States of America, to be paid with interest and all other sums and fees payable according to a certain Promissory Note dated the date hereof made by Trustor and HPTWN Corporation, a Delaware corporation ("HPTWN") to Beneficiary (the promissory note together with all extensions, renewals or modifications thereof being hereinafter collectively called the "Note", and the loan evidenced by the Note being hereinafter referred to as the "Loan") and all indebtedness, obligations, liabilities and expenses due hereunder and under any other Loan Document (as hereinafter defined) (the indebtedness, interest, other sums, fees, obligations and all other sums due under the Note and/or hereunder and/or any other Loan Document being collectively called the "Indebtedness"), Trustor hereby irrevocably grants, bargains, sells and conveys to Trustee IN TRUST, WITH POWER OF SALE, and grants unto Trustee a security interest in, all of Trustor's right, title and interest, if any, in the following property and rights, whether now owned or held or hereafter acquired (collectively, the "Trust Property"): GRANTING CLAUSE ONE All right, title and interest in and to the real property or properties described on Schedule A hereto (collectively, the "Land"). GRANTING CLAUSE TWO Any and all buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter located on the Land or any part thereof (collectively, the "Improvements"; the Land and the Improvements hereinafter collectively referred to as the "Real Property"). GRANTING CLAUSE THREE All easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, oil, gas and mineral rights, air rights and development rights, zoning rights and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances of any nature whatsoever in any way belonging, relating or pertaining to the Real Property or any part thereof, and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land or any part thereof to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both in law and in equity, of Trustor of, in and to the Real Property and every part and parcel thereof, with the appurtenances thereto. GRANTING CLAUSE FOUR All machinery, equipment, fixtures and other property of every kind and nature whatsoever owned by Trustor, or in which Trustor has or shall have an interest (to the extent of such interest), now or hereafter located upon the Real Property, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Real Property and all building equipment, materials and supplies of any nature whatsoever owned by Trustor or in which Trustor has or shall have an interest (to the extent of such interest), now or hereafter located upon the Real Property, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Real Property, including but not limited to all beds, bureaus, chiffoniers, 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, television sets, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, heating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and air-conditioning systems, elevators, escalators, fittings, plants, apparatus, stoves, ranges, refrigerators, laundry machines, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, brackets, electrical signs, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers, dryers and other customary hotel equipment owned by Trustor or in which Trustor shall have an interest pursuant to the Lease Agreement (hereinafter defined) (hereinafter collectively called the "Equipment"), and the right, title and interest of Trustor, if any, in and to any of the Equipment which may be subject to any security agreements (as defined in the Uniform Commercial Code of the State in which the Trust Property is located (the "Uniform Commercial Code")) superior, inferior or pari passu in lien to the lien of this Deed of Trust. GRANTING CLAUSE FIVE All awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Real Property, or any part thereof, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of said right), or for a change of grade, or for any other injury to or decrease in the value of the Real Property. GRANTING CLAUSE SIX All leases and subleases (including, without limitation, that certain Lease Agreement dated _______________, 1996, as amended, together with any Substitute Lease Agreement entered into by Trustor pursuant to, and as that term is defined in, the Loan Agreement, the "Lease Agreement") by and between Trustor, as landlord, and HMH HPT Residence Inn, Inc., as tenant (together with any tenant under any Substitute Lease Agreement entered into by Trustor pursuant to the Loan Agreement, the "Tenant") and including, without limitation, all guarantees of said leases and subleases) and other agreements affecting the use, enjoyment and/or occupancy of the Real Property, or any part thereof, now or hereafter entered into (including any use or occupancy arrangements created pursuant to Section 365(h) of Title 11 of the United States Code (the "Bankruptcy Code") or otherwise in connection with the commencement or continuance of any bankruptcy, reorganization, arrangement, insolvency, dissolution, receivership or similar proceedings, or any assignment for the benefit of creditors, in respect of any tenant or occupant of any portion of the Real Property) (the "Leases") and all cash or securities deposited to secure performance by the Tenant and any other tenants, lessees, licensees or guests, as applicable, of their obligations under any leases, licenses, concessions or occupancy agreements, whether said cash or securities are to be held until the expiration of the terms of said leases, licenses, concessions or occupancy agreements or applied to one or more of the installments of rent coming due prior to the expiration of said terms, and together with income, rents, issues, profits, revenues and proceeds, including all oil and gas or other mineral royalties and bonuses from the Real Property, including, without limitation, all revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Trustor 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, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), 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 (including any payments received pursuant to Section 502(b) of the Bankruptcy Code or otherwise in connection with the commencement or continuance of any bankruptcy, reorganization, arrangement, insolvency, dissolution, receivership or similar proceedings, or any assignment for the benefit of creditors, in respect of any tenant or occupant of any portion of the Real Property and all claims as a creditor in connection with any of the foregoing) (the "Rents") and all proceeds from the sale, cancellation, surrender or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Indebtedness including, but not limited to in accordance with the terms and provisions of (i) that certain Lockbox Pledge and Security Agreement dated the date hereof (the "Lockbox Security Agreement") by and among Trustor, HPTWN and Beneficiary, and (ii) that certain Loan Agreement dated the date hereof (the "Loan Agreement") by and among Trustor, HPTWN and Beneficiary.

X X X X X X X X X X. To secure Xx xxxxre the payment of an indebtedness (a) in the original principal sum of ONE HUNDRED AND TWENTY FIVE MILLION DOLLARS Two Hundred Forty Two Million and No/100 Dollars ($125,000,000), 242,000,000) lawful money of the United States of America, or so much thereof as may be advanced pursuant to Note A (as hereinafter defined) and Note B (as hereinafter defined) to be paid with interest and all other sums and fees payable according to (i) a certain Promissory Deed of Trust Note dated the A of even date hereof herewith made by Trustor Borrower to Lender in the original principal amount of up to One Hundred Seventy-Six Million Six Hundred Eighty Eight Thousand and HPTWN Corporation, a Delaware corporation No/100 Dollars ($176,688,000) ("HPTWNNOTE A)" and (ii) a certain Deed of Trust Note B of even date herewith made by Borrower to Lender in the original principal amount of Sixty-Five Million Three Hundred Twelve Thousand and No/100 Dollars ($65,312,000) (") to Beneficiary (the promissory note NOTE B)"; Note A and Note B, together with all extensions, renewals or modifications thereof thereof, being hereinafter collectively called the "Note", NOTE" and the loan loans evidenced by the Note hereinafter being hereinafter referred to as the "LoanLOANS") and all indebtedness, obligations, liabilities and expenses due hereunder and under any other Loan Document (as hereinafter defined) (the indebtedness, interest, other sums, fees, obligations and all other sums due hereunder, under the other Loan Documents (hereinafter defined) and under the Note and/or (said indebtedness and interest due under the Note and all other sums due hereunder and/or any under the Note and the other Loan Document Documents being hereinafter collectively called referred to as the "IndebtednessDEBT"), Trustor hereby irrevocably grantsBorrower has deeded, bargainsmortgaged, sells and conveys to Trustee IN TRUSTgiven, WITH POWER OF SALEgranted, bargained, transferred, sold, alienated, enfeoffed, conveyed, confirmed, warranted, pledged, assigned, and grants hypothecated and by these presents does hereby deed, mortgage, give, grant, bargain, sell, alien, enfeoff, convey, confirm, warrant, pledge, assign and hypothecate unto Trustee a (in trust), with power of sale for the benefit and security interest inof Lender, all of Trustor's right, title and interest, if any, in the following property and rights, whether now owned or held or hereafter acquired (collectively, the "Trust Property"): GRANTING CLAUSE ONE All right, title and interest in and to the real property or properties described on Schedule in Exhibit A attached hereto (collectively, the "LandPREMISES"). GRANTING CLAUSE TWO Any ) and all the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter located on the Land or any part thereof (collectively, the "Improvements"; the Land and the Improvements hereinafter collectively referred to as the "Real Property"). GRANTING CLAUSE THREE All easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, oil, gas and mineral rights, air rights and development rights, zoning rights and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances of any nature whatsoever in any way belonging, relating or pertaining to the Real Property or any part thereof, and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land or any part thereof to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both in law and in equity, of Trustor of, in and to the Real Property and every part and parcel thereof, with the appurtenances thereto. GRANTING CLAUSE FOUR All machinery, equipment, fixtures and other property of every kind and nature whatsoever owned by Trustor, or in which Trustor has or shall have an interest (to the extent of such interest), now or hereafter located upon the Real Property, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Real Property and all building equipment, materials and supplies of any nature whatsoever owned by Trustor or in which Trustor has or shall have an interest (to the extent of such interest), now or hereafter located upon the Real Property, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Real Property, including but not limited to all beds, bureaus, chiffoniers, 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, television sets, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, heating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and air-conditioning systems, elevators, escalators, fittings, plants, apparatus, stoves, ranges, refrigerators, laundry machines, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, brackets, electrical signs, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers, dryers and other customary hotel equipment owned by Trustor or in which Trustor shall have an interest pursuant to the Lease Agreement (hereinafter defined) (hereinafter collectively called the "Equipment"), and the right, title and interest of Trustor, if any, in and to any of the Equipment which may be subject to any security agreements (as defined in the Uniform Commercial Code of the State in which the Trust Property is located thereon (the "Uniform Commercial CodeIMPROVEMENTS")) superior, inferior or pari passu in lien to the lien of this Deed of Trust. GRANTING CLAUSE FIVE All awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Real Property, or any part thereof, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of said right), or for a change of grade, or for any other injury to or decrease in the value of the Real Property. GRANTING CLAUSE SIX All leases and subleases (including, without limitation, that certain Lease Agreement dated _______________, 1996, as amended, together with any Substitute Lease Agreement entered into by Trustor pursuant to, and as that term is defined in, the Loan Agreement, the "Lease Agreement") by and between Trustor, as landlord, and HMH HPT Residence Inn, Inc., as tenant (together with any tenant under any Substitute Lease Agreement entered into by Trustor pursuant to the Loan Agreement, the "Tenant") and including, without limitation, all guarantees of said leases and subleases) and other agreements affecting the use, enjoyment and/or occupancy of the Real Property, or any part thereof, now or hereafter entered into (including any use or occupancy arrangements created pursuant to Section 365(h) of Title 11 of the United States Code (the "Bankruptcy Code") or otherwise in connection with the commencement or continuance of any bankruptcy, reorganization, arrangement, insolvency, dissolution, receivership or similar proceedings, or any assignment for the benefit of creditors, in respect of any tenant or occupant of any portion of the Real Property) (the "Leases") and all cash or securities deposited to secure performance by the Tenant and any other tenants, lessees, licensees or guests, as applicable, of their obligations under any leases, licenses, concessions or occupancy agreements, whether said cash or securities are to be held until the expiration of the terms of said leases, licenses, concessions or occupancy agreements or applied to one or more of the installments of rent coming due prior to the expiration of said terms, and together with income, rents, issues, profits, revenues and proceeds, including all oil and gas or other mineral royalties and bonuses from the Real Property, including, without limitation, all revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Trustor 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, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), 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 (including any payments received pursuant to Section 502(b) of the Bankruptcy Code or otherwise in connection with the commencement or continuance of any bankruptcy, reorganization, arrangement, insolvency, dissolution, receivership or similar proceedings, or any assignment for the benefit of creditors, in respect of any tenant or occupant of any portion of the Real Property and all claims as a creditor in connection with any of the foregoing) (the "Rents") and all proceeds from the sale, cancellation, surrender or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Indebtedness including, but not limited to in accordance with the terms and provisions of (i) that certain Lockbox Pledge and Security Agreement dated the date hereof (the "Lockbox Security Agreement") by and among Trustor, HPTWN and Beneficiary, and (ii) that certain Loan Agreement dated the date hereof (the "Loan Agreement") by and among Trustor, HPTWN and Beneficiary.

X X X X X X X X X X. To Xo secure the payment of an indebtedness (a) in the original principal sum of ONE HUNDRED AND TWENTY FIVE MILLION DOLLARS Two Hundred Fifty-Two Million and No/100 Dollars ($125,000,000252,000,000), lawful money of the United States of America, to be paid with interest and all other sums and fees payable according to a certain Promissory Deed of Trust Note dated the of even date hereof herewith made by Trustor and HPTWN Corporation, a Delaware corporation Borrower to Lender ("HPTWN") to Beneficiary (the promissory note together with all extensions, renewals or modifications thereof thereof, being hereinafter collectively called the "NoteNOTE", and the loan evidenced by the Note hereinafter being hereinafter referred to as the "LoanLOAN") and all indebtedness, obligations, liabilities and expenses due hereunder and under any other Loan Document (as hereinafter defined) (the indebtedness, interest, other sums, fees, obligations and all other sums due hereunder, under the other Loan Documents (hereinafter defined) and under the Note and/or (said indebtedness and interest due under the Note and all other sums due hereunder and/or any under the Note and the other Loan Document Documents being hereinafter collectively called referred to as the "IndebtednessDEBT"), Trustor hereby irrevocably grantsBorrower has deeded, bargainsmortgaged, sells and conveys to Trustee IN TRUSTgiven, WITH POWER OF SALEgranted, bargained, transferred, sold, alienated, enfeoffed, conveyed, confirmed, warranted, pledged, assigned, and grants hypothecated and by these presents does hereby deed, mortgage, give, grant, bargain, sell, alien, enfeoff, convey, confirm, warrant, pledge, assign and hypothecate unto Trustee a (in trust), with power of sale for the benefit and security interest inof Lender, all of Trustor's right, title and interest, if any, in the following property and rights, whether now owned or held or hereafter acquired (collectively, the "Trust Property"): GRANTING CLAUSE ONE All right, title and interest in and to the real property or properties described on Schedule in Exhibit A attached hereto (collectively, the "LandPREMISES"). GRANTING CLAUSE TWO Any ) and all the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter located on the Land or any part thereof (collectively, the "Improvements"; the Land and the Improvements hereinafter collectively referred to as the "Real Property"). GRANTING CLAUSE THREE All easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, oil, gas and mineral rights, air rights and development rights, zoning rights and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances of any nature whatsoever in any way belonging, relating or pertaining to the Real Property or any part thereof, and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land or any part thereof to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both in law and in equity, of Trustor of, in and to the Real Property and every part and parcel thereof, with the appurtenances thereto. GRANTING CLAUSE FOUR All machinery, equipment, fixtures and other property of every kind and nature whatsoever owned by Trustor, or in which Trustor has or shall have an interest (to the extent of such interest), now or hereafter located upon the Real Property, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Real Property and all building equipment, materials and supplies of any nature whatsoever owned by Trustor or in which Trustor has or shall have an interest (to the extent of such interest), now or hereafter located upon the Real Property, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Real Property, including but not limited to all beds, bureaus, chiffoniers, 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, television sets, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, heating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and air-conditioning systems, elevators, escalators, fittings, plants, apparatus, stoves, ranges, refrigerators, laundry machines, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, brackets, electrical signs, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers, dryers and other customary hotel equipment owned by Trustor or in which Trustor shall have an interest pursuant to the Lease Agreement (hereinafter defined) (hereinafter collectively called the "Equipment"), and the right, title and interest of Trustor, if any, in and to any of the Equipment which may be subject to any security agreements (as defined in the Uniform Commercial Code of the State in which the Trust Property is located thereon (the "Uniform Commercial CodeIMPROVEMENTS")) superior, inferior or pari passu in lien to the lien of this Deed of Trust. GRANTING CLAUSE FIVE All awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Real Property, or any part thereof, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of said right), or for a change of grade, or for any other injury to or decrease in the value of the Real Property. GRANTING CLAUSE SIX All leases and subleases (including, without limitation, that certain Lease Agreement dated _______________, 1996, as amended, together with any Substitute Lease Agreement entered into by Trustor pursuant to, and as that term is defined in, the Loan Agreement, the "Lease Agreement") by and between Trustor, as landlord, and HMH HPT Residence Inn, Inc., as tenant (together with any tenant under any Substitute Lease Agreement entered into by Trustor pursuant to the Loan Agreement, the "Tenant") and including, without limitation, all guarantees of said leases and subleases) and other agreements affecting the use, enjoyment and/or occupancy of the Real Property, or any part thereof, now or hereafter entered into (including any use or occupancy arrangements created pursuant to Section 365(h) of Title 11 of the United States Code (the "Bankruptcy Code") or otherwise in connection with the commencement or continuance of any bankruptcy, reorganization, arrangement, insolvency, dissolution, receivership or similar proceedings, or any assignment for the benefit of creditors, in respect of any tenant or occupant of any portion of the Real Property) (the "Leases") and all cash or securities deposited to secure performance by the Tenant and any other tenants, lessees, licensees or guests, as applicable, of their obligations under any leases, licenses, concessions or occupancy agreements, whether said cash or securities are to be held until the expiration of the terms of said leases, licenses, concessions or occupancy agreements or applied to one or more of the installments of rent coming due prior to the expiration of said terms, and together with income, rents, issues, profits, revenues and proceeds, including all oil and gas or other mineral royalties and bonuses from the Real Property, including, without limitation, all revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Trustor 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, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), 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 (including any payments received pursuant to Section 502(b) of the Bankruptcy Code or otherwise in connection with the commencement or continuance of any bankruptcy, reorganization, arrangement, insolvency, dissolution, receivership or similar proceedings, or any assignment for the benefit of creditors, in respect of any tenant or occupant of any portion of the Real Property and all claims as a creditor in connection with any of the foregoing) (the "Rents") and all proceeds from the sale, cancellation, surrender or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Indebtedness including, but not limited to in accordance with the terms and provisions of (i) that certain Lockbox Pledge and Security Agreement dated the date hereof (the "Lockbox Security Agreement") by and among Trustor, HPTWN and Beneficiary, and (ii) that certain Loan Agreement dated the date hereof (the "Loan Agreement") by and among Trustor, HPTWN and Beneficiary.;

X X X X X X X X X X. To secure the payment of an indebtedness in the principal sum of ONE HUNDRED AND TWENTY FIVE MILLION DOLLARS ($125,000,000), lawful money of the United States of America, Reference is made to be paid with interest and all other sums and fees payable according to a certain Promissory Note dated the date hereof made by Trustor and HPTWN Corporation, a Delaware corporation ("HPTWN") to Beneficiary (the two promissory note together with all extensions, renewals or modifications thereof being hereinafter collectively called the "Note", and the loan evidenced by the Note being hereinafter referred to as the "Loan") and all indebtedness, obligations, liabilities and expenses due hereunder and under any other Loan Document (as hereinafter defined) (the indebtedness, interest, other sums, fees, obligations and all other sums due under the Note and/or hereunder and/or any other Loan Document being collectively called the "Indebtedness"), Trustor hereby irrevocably grants, bargains, sells and conveys to Trustee IN TRUST, WITH POWER OF SALE, and grants unto Trustee a security interest in, all of Trustor's right, title and interest, if any, in the following property and rights, whether now owned or held or hereafter acquired notes (collectively, the "Trust PropertyNote"): GRANTING CLAUSE ) of even date herewith in the principal amounts of TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00) and ONE All rightMILLION NINE HUNDRED THOUSAND and NO/100 DOLLARS ($1,900,000.00), title and interest in and to the real property or properties described on Schedule A hereto respectively, (collectively, the "LandLoan"). GRANTING CLAUSE TWO Any and all buildings, structuresfrom the Borrower as maker, fixturesto Lender as payee, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter located on to mortgages of even date herewith granted by the Land or any part thereof Borrower to Lender securing the Note (collectively, the "ImprovementsMortgage"; ) encumbering premises located at 10 Betnr Industrial Drive, Pittsfield, Massachusetts, xxxxxxxxx xx Xxxxxxx X xxxxxxxx xxxxxx xxx xxxx x xxrt hereof (the Land "Premises"), and to any and all other documents executed by either party evidencing, securing and/or relating to the Improvements Loan (all of which are collectively referred to herein as the "Loan Documents"). In order to secure further the prompt payment of the Loan and performance of the obligations of Borrower under the Loan Documents, and in consideration of the Loan, the Borrower does hereby assign, transfer, and set over unto Lender (i) all rents and other payments required of lessees, tenants, occupants, licensees, concessionaires, or other persons or parties (hereinafter collectively referred to as the "Real Property"). GRANTING CLAUSE THREE All easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, oil, gas and mineral rights, air rights and development rights, zoning rights and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances of any nature whatsoever in any way belonging, relating or pertaining to the Real Property or any part thereof, and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land or any part thereof to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both in law and in equity, of Trustor of, in and to the Real Property and every part and parcel thereof, with the appurtenances thereto. GRANTING CLAUSE FOUR All machinery, equipment, fixtures and other property of every kind and nature whatsoever owned by Trustor, or in which Trustor has or shall have an interest (to the extent of such interest), now or hereafter located upon the Real Property, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Real Property and all building equipment, materials and supplies of any nature whatsoever owned by Trustor or in which Trustor has or shall have an interest (to the extent of such interest), now or hereafter located upon the Real Property, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Real Property, including but not limited to all beds, bureaus, chiffoniers, 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, television sets, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, heating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and air-conditioning systems, elevators, escalators, fittings, plants, apparatus, stoves, ranges, refrigerators, laundry machines, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, brackets, electrical signs, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers, dryers and other customary hotel equipment owned by Trustor or in which Trustor shall have an interest pursuant to the Lease Agreement (hereinafter defined) (hereinafter collectively called the "EquipmentTenants"), and the right, title and interest of Trustor, if any, in and to any of the Equipment which may be subject to any security agreements (whether or not designated as defined in the Uniform Commercial Code of the State in which the Trust Property is located (the "Uniform Commercial Code")) superior, inferior rent or pari passu in lien to the lien of this Deed of Trust. GRANTING CLAUSE FIVE All awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Real Property, or any part thereof, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of said right), or for a change of grade, or for any other injury to or decrease in the value of the Real Property. GRANTING CLAUSE SIX All leases and subleases additional rent (including, without limitation, that certain Lease Agreement dated _______________security deposits, 1996tax or operating expense escalation payments, as amended, together with any Substitute Lease Agreement entered into by Trustor pursuant to, and as that term is defined in, the Loan Agreement, the "Lease Agreement") by and between Trustor, as landlord, and HMH HPT Residence Inn, Inc., as tenant (together with any tenant under any Substitute Lease Agreement entered into by Trustor pursuant to the Loan Agreement, the "Tenant") and including, without limitation, all guarantees of said leases and subleases) and other agreements affecting the use, enjoyment and/or occupancy of the Real Propertypercentage rent, or any part other payments from any license, use permit, or concession), (items in the nature of monetary payments described herein are collectively referred to herein as "Rents") arising from any rental units, space or rentable facilities within, on or appurtenant to the Premises or any portion thereof, now or hereafter entered into (including any use or occupancy arrangements created pursuant to Section 365(h) of Title 11 of the United States Code (the "Bankruptcy Code") or otherwise in connection with the commencement or continuance of any bankruptcy, reorganization, arrangement, insolvency, dissolution, receivership or similar proceedings, or any assignment for the benefit of creditors, in respect of any tenant or occupant of any portion of the Real Property) (the "Leases") and all cash or securities deposited to secure performance by the Tenant and any other tenants, lessees, licensees or guests, as applicable, of their obligations whether under any existing leases, licenses, tenancies, occupancies, or concessions or occupancy agreementsagreements of any sort, whether said cash written or securities are unwritten (collectively referred to be held until the expiration as "Leases"), or under any Leases hereafter arising, and (ii) all of the terms of said leases, licenses, concessions or occupancy agreements or applied to one or more of the installments of rent coming due prior to the expiration of said terms, and together with income, rents, issues, profits, revenues and proceeds, including all oil and gas or other mineral royalties and bonuses from the Real PropertyBorrower's contractual rights, including, without limitation, all revenues and credit card receipts collected from guest roomsthe Leases, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising between the Borrower and any Tenant with respect to the Premises, regardless of whether or created not such rights run with the land. The Borrower shall have a revocable license to collect and receive the Rents and to retain, use and enjoy such rents and to exercise and enforce the Borrower's contractual rights with respect to the Premises described in item (ii) above. This license may be revoked by the Lender without notice to the Borrower upon the occurrence of an Event of Default (after any applicable notice provisions have been complied with and cure provisions have expired) by the Borrower under the terms of any of the Loan Documents. The Borrower hereby authorizes Lender, its employees and agents, at Lender's option, after the occurrence of an Event of Default (after any applicable notice provisions have been complied with and cure provisions have expired) under any of the Loan Documents and without notice, to enter upon the Premises and to collect, in the name of the Borrower or in Lender's name as assignee, the Rents accrued but unpaid and in arrears at the date of such default, as well as the Rents thereafter accruing and becoming payable. The Borrower further agrees that the Borrower shall facilitate in all reasonable ways Lender's collection of said Rents, and shall, upon request of Lender, execute a written notice to each Tenant directing the Tenant to pay rent to Lender. The Borrower also authorizes Lender, its employees and agents, at its option after any Event of Default (after any applicable notice provisions have been complied with and cure provisions have expired) under any of the Loan Documents, to enforce all or any of such contractual rights as may have been assigned hereby, and the Borrower hereby irrevocably appoints Lender as its attorney-in-fact, which appointment is acknowledged by the parties hereto to be coupled with an interest, to do all acts pertaining thereto in its place and stead. The Borrower also authorizes Lender, its employees and agents, upon such entry, at its option, to take over and assume the management, operation and maintenance of the Premises and, in connection therewith, to perform all acts and to expend such sums out of the sale, lease, sublease, license, concession Rents or any other grant income of the right of the use and occupancy of property or rendering of services by Trustor or any operator or manager of the hotel or the commercial space located Premises as Lender may deem advisable, in the Improvements same manner and to the same extent as the Borrower might do, including the right to enter into new Leases, to cancel or acquired from others surrender existing Leases, to alter or amend the terms of existing Leases, to renew existing Leases, or to make concessions to or deal in any other way with Tenants or to exercise any other rights granted to Lender hereunder. The Borrower hereby releases all claims against Lender arising out of or in connection with such management, operation, and maintenance unless Lender shall be deemed by a court of competent jurisdiction to have acted in bad faith or with gross negligence. Lender shall, after payment of all costs and expenses, including reasonable attorneys' fees and reasonable compensation to itself or to such managing agent as it shall, in the exercise of its sole judgment, select and employ, and after the accumulation of all proper reserves (including, without limitation, reserves for taxes, assessments, utilities, and fire and liability insurance) credit the net amount of income received by it from the rental Premises by virtue of this Assignment to any office space, retail space, guest rooms or other space, halls, stores, amounts due and offices, and deposits securing reservations owing to it by Borrower under the terms of such space), 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 (including any payments received pursuant to Section 502(b) of the Bankruptcy Code or otherwise in connection with the commencement or continuance of any bankruptcy, reorganization, arrangement, insolvency, dissolution, receivership or similar proceedings, or any assignment for the benefit of creditors, in respect of any tenant or occupant of any portion of the Real Property and all claims as a creditor in connection with any of the foregoing) (Loan Documents. The manner of the "Rents") application of such net income and all proceeds what items shall be credited shall be determined in the exercise of the sole discretion of the Lender. Lender shall not be accountable for more monies than it actually receives from the salePremises nor shall it be liable for failure to rent or lease vacant space, cancellationcollect Rents or enforce other obligations of Tenants. Lender shall make reasonable efforts to collect Rents, surrender or other disposition of the Leases and reserving, however, within its own discretion, the right to receive determine the method of collection and apply the extent to which enforcement of collection of delinquent Rents or the eviction of delinquent Tenants shall be prosecuted. The Borrower covenants and warrants to Lender that neither the Borrower nor any previous owner has executed any prior assignment or pledge of the Rents to the payment of the Indebtedness includingPremises or any other contract rights hereby assigned nor any prior assignment or pledge of the Borrower's or other landlord's interest in any lease of the whole or any part of the Premises. The Borrower also hereby covenants and agrees not to collect the Rents of the Premises more than thirty (30) days in advance, but not limited other than such payments as are required to be paid in accordance with advance by the terms and provisions of (i) that certain Lockbox Pledge and Security Agreement dated the date hereof (the "Lockbox Security Agreement") any lease which has been approved by and among Trustor, HPTWN and BeneficiaryLender, and (ii) that certain Loan Agreement dated further agrees not to do any other act which would destroy or impair the date hereof (the "Loan Agreement") by and among Trustor, HPTWN and Beneficiarybenefits to Lender of this Assignment.

X X X X X X X X X X. To secure the payment of an indebtedness in the original principal sum of ONE HUNDRED AND TWENTY FIVE MILLION DOLLARS Thirteen Million and no/100 Dollars ($125,000,00013,000,000.00) (the "Loan"), lawful money of the United States of America, to be paid with interest and all other sums and fees payable according to a certain Promissory Note dated the promissory note of even date hereof herewith made by Trustor and HPTWN Corporation, a Delaware corporation ("HPTWN") Mortgagor to Beneficiary Mortgagee (the promissory note together with all consolidations, extensions, renewals or modifications thereof being hereinafter collectively called the "Note") and all other sums due hereunder, under the other Loan Documents (hereinafter defined) and the loan evidenced by under the Note (said indebtedness and interest due under the Note and all other sums due hereunder, under the Note and under the other Loan Documents being hereinafter collectively referred to as the "LoanDebt"), Mortgagor has mortgaged, given, granted, bargained, sold, alienated, enfeoffed, conveyed, confirmed, warranted, pledged, assigned, and hypothecated and by these presents does hereby mortgage, give, grant, bargain, sell, alien, enfeoff, convey, confirm, warrant, pledge, assign and hypothecate unto Mortgagee the real property described in Exhibit A attached hereto (the "Premises") and all indebtedness, obligations, liabilities and expenses due hereunder and under any other Loan Document (as hereinafter defined) (the indebtedness, interest, other sums, fees, obligations and all other sums due under the Note and/or hereunder and/or any other Loan Document being collectively called the "Indebtedness"), Trustor hereby irrevocably grants, bargains, sells and conveys to Trustee IN TRUST, WITH POWER OF SALE, and grants unto Trustee a security interest in, all of Trustor's right, title and interest, if any, in the following property and rights, whether now owned or held or hereafter acquired (collectively, the "Trust Property"): GRANTING CLAUSE ONE All right, title and interest in and to the real property or properties described on Schedule A hereto (collectively, the "Land"). GRANTING CLAUSE TWO Any and all buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter located on the Land or any part thereof thereon (collectively, the "Improvements"); the Land TOGETHER WITH all right, title, interest and the Improvements hereinafter collectively referred to as the "Real Property"). GRANTING CLAUSE THREE All easementsestate of Mortgagor now owned, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, oil, gas and mineral rights, air rights and development rights, zoning rights and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances of any nature whatsoever in any way belonging, relating or pertaining to the Real Property or any part thereof, and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land or any part thereof to the center line thereof and all the estates, rights, titles, interests, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both in law and in equity, of Trustor ofhereafter acquired, in and to the Real Property following property, rights, interests and every part and parcel thereofestates (the Premises, with the appurtenances thereto. GRANTING CLAUSE FOUR All machinery, equipment, fixtures and other property of every kind and nature whatsoever owned by Trustor, or in which Trustor has or shall have an interest (to the extent of such interest), now or hereafter located upon the Real Property, or appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Real Property and all building equipment, materials and supplies of any nature whatsoever owned by Trustor or in which Trustor has or shall have an interest (to the extent of such interest), now or hereafter located upon the Real Property, or appurtenant thereto, or usable in connection with the present or future operation and occupancy of the Real Property, including but not limited to all beds, bureaus, chiffoniers, 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, television sets, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, heating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and air-conditioning systems, elevators, escalators, fittings, plants, apparatus, stoves, ranges, refrigerators, laundry machines, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, brackets, electrical signs, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers, dryers and other customary hotel equipment owned by Trustor or in which Trustor shall have an interest pursuant to the Lease Agreement (hereinafter defined) (hereinafter collectively called the "Equipment")Improvements, and the rightproperty, title rights, interests and interest of Trustor, if any, in and estates hereinafter described are collectively referred to any of the Equipment which may be subject to any security agreements (herein as defined in the Uniform Commercial Code of the State in which the Trust Property is located (the "Uniform Commercial CodeMortgaged Property")) superior, inferior or pari passu in lien to the lien of this Deed of Trust. GRANTING CLAUSE FIVE All awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Real Property, or any part thereof, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of said right), or for a change of grade, or for any other injury to or decrease in the value of the Real Property. GRANTING CLAUSE SIX All leases and subleases (including, without limitation, that certain Lease Agreement dated _______________, 1996, as amended, together with any Substitute Lease Agreement entered into by Trustor pursuant to, and as that term is defined in, the Loan Agreement, the "Lease Agreement") by and between Trustor, as landlord, and HMH HPT Residence Inn, Inc., as tenant (together with any tenant under any Substitute Lease Agreement entered into by Trustor pursuant to the Loan Agreement, the "Tenant") and including, without limitation, all guarantees of said leases and subleases) and other agreements affecting the use, enjoyment and/or occupancy of the Real Property, or any part thereof, now or hereafter entered into (including any use or occupancy arrangements created pursuant to Section 365(h) of Title 11 of the United States Code (the "Bankruptcy Code") or otherwise in connection with the commencement or continuance of any bankruptcy, reorganization, arrangement, insolvency, dissolution, receivership or similar proceedings, or any assignment for the benefit of creditors, in respect of any tenant or occupant of any portion of the Real Property) (the "Leases") and all cash or securities deposited to secure performance by the Tenant and any other tenants, lessees, licensees or guests, as applicable, of their obligations under any leases, licenses, concessions or occupancy agreements, whether said cash or securities are to be held until the expiration of the terms of said leases, licenses, concessions or occupancy agreements or applied to one or more of the installments of rent coming due prior to the expiration of said terms, and together with income, rents, issues, profits, revenues and proceeds, including all oil and gas or other mineral royalties and bonuses from the Real Property, including, without limitation, all revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Trustor 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, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), 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 (including any payments received pursuant to Section 502(b) of the Bankruptcy Code or otherwise in connection with the commencement or continuance of any bankruptcy, reorganization, arrangement, insolvency, dissolution, receivership or similar proceedings, or any assignment for the benefit of creditors, in respect of any tenant or occupant of any portion of the Real Property and all claims as a creditor in connection with any of the foregoing) (the "Rents") and all proceeds from the sale, cancellation, surrender or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Indebtedness including, but not limited to in accordance with the terms and provisions of (i) that certain Lockbox Pledge and Security Agreement dated the date hereof (the "Lockbox Security Agreement") by and among Trustor, HPTWN and Beneficiary, and (ii) that certain Loan Agreement dated the date hereof (the "Loan Agreement") by and among Trustor, HPTWN and Beneficiary.):