DEED OF TRUST NOTE

 

                                                                   EXHIBIT 10.13

                                                                  EXECUTION COPY

                               DEED OF TRUST NOTE

$17,000,000                                                        July 31, 1998

     For value received, DANA SUITES/BELL HOSPITALITY, L.L.C., a Delaware
limited liability company, having its principal place of business at 2481 Route
9, Fishkill, New York 12524, as successor by consolidation to Dana Suites,
L.L.C., a Delaware limited liability company, and Bell Hospitality, L.L.C., a
Delaware limited liability company (hereinafter referred to as "Maker"),
promises to pay to the order of CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
a Delaware limited liability company ("Payee"), having its principal office at
11 Madison Avenue, New York, New York 10010, or at such place as the holder
hereof may from time to time designate in writing, the principal sum of
SEVENTEEN MILLION and 00/100 DOLLARS ($17,000,000.00) in lawful money of the
United States of America, with interest thereon to be computed on the unpaid
principal balance from time to time outstanding at the Applicable Interest Rate
(as hereinafter defined), and to be paid in installments as follows:

     A.   Prior to the Resizing Date, a payment of interest only computed at the
          Initial Term Interest Rate (as hereinafter defined) (i) on the date
          hereof, in the amount of Thirty-Eight Thousand Nine Hundred
          Fifty-Eight and 33/100 Dollars ($38,958.33) with respect to the
          interest accrual period from the date hereof to and including August
          10, 1998 and (ii) on the eleventh day" of September, 1998 and on the
          eleventh day of each calendar month thereafter (each a "Payment Date")
          up to and including the eleventh day of October, 1999, which date is
          the Resizing Date, in the amount of One Hundred Six Thousand Two
          Hundred Fifty and 00/100 Dollars ($106,250.00)

     B.   On each Payment Date after the Resizing Date, up to and including the
          Payment Date occurring on November 11, 2024; a monthly payment equal
          to the level monthly payment of principal and interest resulting from.
          calculating a twenty-five (25) year amortization schedule using as the
          principal amount the Resized Loan Amount and as the interest rate, the
          Resized Interest Rate (the "MONTHLY PAYMENT AMOUNT"); each of such
          monthly payments under this Paragraph B to be applied (i) to the
          payment of interest computed at the Resized Interest Rate (as
          hereinafter defined) and (ii) the balance applied toward the reduction
          of the principal sum of the Loan;

and the balance of said principal sum together with all accrued and unpaid
interest thereon shall be due and payable on the eleventh day of November 2024
(the "Maturity Date"). Interest on the principal sum of this Note shall be
calculated on the basis of the actual number of days elapsed and a three-hundred
sixty (360) day year. For purposes of making payments hereunder, but not for
purposes of calculating interest accrual periods, if the eleventh (11th) day of
a given month is not a Business Day (as hereinafter defined), then amounts due
on the Payment Date for such month (including payments due on the Maturity Date)
shall be due on the next succeeding Business Day. All amounts due under this
Note shall be payable without setoff, counterclaim or any other deduction
whatsoever. Maker shall, in addition, pay the fees and set-up costs of the
Servicer (as defined in the Deed of Trust referred to below), in accordance with
Paragraph 62 of the Deed of Trust (as defined below), and the costs and expenses
due under the Cash Management Agreement (as defined below).

     1.   As used in this Note:

          (a) The term "ALLOCATED LOAN AMOUNT" shall have the meaning ascribed
     to such term in the Deed of Trust.

          (b) The term "ANNUAL BUDGET" shall mean an annual budget submitted by
     Maker to Payee in accordance with the terms of Paragraph 9(b) herein.

          (c) The term "ANTICIPATED REPAYMENT DATE" shall mean October 11, 2009.

          (d) The term "APPLICABLE INTEREST RATE" shall mean from (i) the date
     of this Note through but not including the Resizing Date, the Initial Term
     Interest Rate, (ii) from the Resizing Date through but not including the
     Anticipated Repayment Date, the Resized Interest Rate and (iii) from and
     after the Anticipated Repayment Date through and including the date this
     Note is paid in full, the Extended Term Rate.

          (e) The term "APPROVED ANNUAL BUDGET" shall mean each Annual Budget
     approved by Payee in accordance with terms herein.

          (f) The term "ASSIGNMENT OF LEASES" shall mean that certain Assignment
     of Leases and Rents of even date herewith executed by Maker in favor of
     Payee.

          (g) The term "BUSINESS DAY" shall mean a day other than a (i) Saturday
     or Sunday, or (ii) any day on which commercial banks in New York City are
     not open for general banking business.

          (h) The term "CAPITAL EXPENDITURES" shall mean for any period, the
     amount expended for items capitalized under generally accepted accounting
     principles including

     expenditures for building improvements or major repairs, leasing
     commissions and tenant improvements, to the extent not funded from a
     deferred maintenance escrow under a separate agreement.

          (i) The term "CASH EXPENSES" shall mean for any period, the operating
     expenses for the Trust Property as set forth in an Approved Annual Budget
     to the extent that such expenses are actually incurred by Maker, minus
     payments into the Tax and Insurance Impound Fund, the Debt Service Reserve
     and the FF&E Escrow Fund (all such funds and reserves as defined in the
     Deed of Trust).

          (j) The term "CASH MANAGEMENT AGREEMENT" shall mean have the meaning
     ascribed to such term in the Deed of Trust.

          (k) The term "DEBT" shall mean, collectively, the whole of the
     principal sum of this Note, together with all interest accrued and unpaid
     thereon and all other sums due under the Loan Documents.

          (l) The "DEBT SERVICE COVERAGE RATIO" shall have the meaning ascribed
     to such term in the Deed of Trust.

          (m) The term "DEED OF TRUST" shall mean that certain Deed of Trust,
     Assignment of Leases and Rents and Security Agreement of even date herewith
     in the amount of this Note given by Maker for the use and benefit of
     Payee covering the fee estate of Maker in certain premises as more
     particularly described therein.

          (n) The term "DEFAULT RATE" shall mean, a rate per annum which equal
     to the lesser of (a) the maximum rate permitted by applicable law, or (b)
     five percent (5%) above the Applicable Interest Rate.

          (o) The term "DEFEASANCE OPTION" shall mean the right and option of
     Maker to release either Individual Trust Property that comprises the Trust
     Property or the entire Trust Property from the lien of the Deed of Trust in
     accordance with the provision set forth in Paragraph 57 of the Deed of
     Trust.

          (p) The term "EXTENDED TERM RATE" shall mean (1) a rate per annum
     equal to the greater of (i) the Resized Interest Rate plus five (5)
     percentage points" or (ii) the Treasury Rate plus five (5) percentage
     points or (2) for so long as the Note is an asset of a trust, partnership,
     corporation or other entity formed in connection with a Securitization (as
     defined in the Deed of Trust) pursuant to which securities rated by any
     Rating Agency (as defined in the Deed of Trust) have been issued, a rate
     per annum equal to the Resized Interest Rate plus two (2) percentage
     points.

          (q) The term "EXCESS CASH FLOW" shall mean, for any period, the sum
     (determined in accordance with generally accepted accounting principles,
     consistently applied) of (i) Net Operating Income, plus (ii) depreciation
     and amortization (to the extent deducted in determining Net Operating
     Income) for such period, plus (iii) disbursements from the Tax and
     Insurance Impound Fund, the Debt Service Reserve and the FF&E Escrow Fund
     or any other escrows or reserves approved by Payee or provided for under
     the Loan Documents, but only to the extent disbursed by Maker and not
     applied to the payment of, or reimbursement for, taxes, insurance and other
     amounts for which such reserves were set aside, minus (i) actual payments
     of the regularly scheduled principal and interest payments (calculated at
     the Applicable Interest Rate, or at the Default Rate, if applicable) due
     and payable in accordance with this Note during an applicable period, minus
     (ii) actual Capital Expenditures in excess of payments from the FF&E Escrow
     Fund and funding of reserves for working capital and Extraordinary Expenses
     as approved by Payee in its sole discretion, and minus (iii) payments into
     the Tax and Insurance Impound Fund, the Debt Service Reserve, the Cash
     Sweep Reserve and the FF&E Escrow Fund and other reserves required under
     the Loan Documents (to the extent not already deducted in determining Net
     Operating Income).

          (r) The term "EXTRAORDINARY EXPENSE" shall mean an extraordinary
     operating expense or capital expense not set forth in the Approved Annual
     Budget or allotted for in the FF&E Escrow Fund, or any other reserves
     required under the Loan Documents.

          (s) The term "INDIVIDUAL TRUST PROPERTY" shall have the meaning
     ascribed to such term in the Deed of Trust.

          (t) The term "INITIAL TERM INTEREST RATE" shall mean a rate of seven
     and one-half percent (7.50%) per annum until the Resizing Date.

          (u) The term KEY PRINCIPALS shall mean collectively, Michael H.
     Dubroff and Doug Heltne and their respective heirs, successors and assigns,
     each individually, a Key Principal.

          (v) The term "LOAN" shall mean that certain loan made by Payee to
     Maker contemporaneously herewith.

          (w) The term "LOAN DOCUMENTS" shall mean collectively this Note, the
     Deed of Trust, the Assignment of Leases, the Cash Management Agreement, and
     any and all other documents securing, evidencing, or guaranteeing all or
     any portion of the Loan or otherwise executed and/or delivered in
     connection with this Note and the Loan, including, without limitation, that
     certain Guaranty Agreement dated of even date herewith made jointly and
     severally by Michael H. Dubroff, Doug Heltne and Maker.

          (x) The term "LOCK BOX EVENT" shall mean the earliest to occur of (i)
     the date that is six (6) months prior to the Anticipated Repayment Date;
     (ii) an Event of Default under the Deed of Trust or any of the Loan
     Documents; (iii) any breach or default under either Management Agreement or
     either Franchise Agreement (as both are defined in the Deed of Trust) that
     remains uncured by Maker beyond the applicable grace period, if any and
     (iv) any failure of the Test DSCR to equal or exceed 1.15 to 1.

          (y) The term "MEZZANINE LOAN" shall have the meaning ascribed to such
     term in Paragraph 7(b)(ii) hereof.

          (z) The term "NET CAPITAL EXPENDITURES" shall mean for any period the
     amount by which Capital Expenditures during such period exceeds
     reimbursements for such items during such period from any escrow or reserve
     fund established pursuant to the Loan Documents.

          (aa) The term "RESIZED INTEREST RATE" shall mean a rate per annum,
     applicable from and after the Resizing Date, equal to the weighted average,
     calculated in the reasonable judgment of Payee of the (i) Initial Term
     Interest Rate (weighted by the ratio of the principal balance of the Loan
     prior to the Resizing Date to the principal balance of the Loan as of the
     Resizing Date) and (ii) fixed rate per annum equal to the Treasury Rate
     plus 200 basis points (weighted by the ratio of the amount, if any, by
     which the principal balance of the Loan shall be increased as of the
     Resizing Date to the principal balance of the Loan as of the Resizing
     Date). The Resized Interest Rate shall be calculated on or before the
     Resizing Date pursuant to Paragraph 7 hereof.

          (bb) The term "RESIZED LOAN AMOUNT" shall have the meaning ascribed to
     such term in Paragraph 7(a) hereof.

          (cc) The term "RESIZING DATE" shall mean October 11, 1999.

          (dd) The term "SERVICER" shall have the meaning ascribed to such term
     in the Deed of Trust.

          (ee) The term "TEST DSCR" shall mean the Debt Service Coverage Ratio,
     calculated by Payee or Servicer on a cash basis no later than sixty (60)
     days after the end of each calendar quarter, for the twelve (12) month
     period ending on the date of calculation, calculated utilizing actual Net
     Operating Income for the entire Trust Property, unless expressly stated to
     the contrary herein (without taking into account any of the assumptions or
     adjustments set forth in Paragraph 18(c)(i)(A), (B), (C) and (D) of the

     Deed of Trust) and using the actual aggregate debt service on the Loan and
     the Mezzanine Loan, if any, for such twelve (12) month period.

          (ff) The term "TREASURY RATE" shall mean (i) as of the Resizing Date,
     for purposes of calculating the Resized Interest Rate and the Resized Loan
     Amount, the yield, calculated by linear interpolation (rounded to the
     nearest one-thousandth of one percent (i.e., 0.001%)) of the yields of
     noncallable United States Treasury obligations with terms (one longer and
     one shorter) most nearly as possible to ten (10) years, and (ii) as of the
     Anticipated, Repayment Date, for purposes of calculating the Extended Term
     Interest Rate, the yield, calculated by linear interpolation (rounded to
     the nearest one-thousandth of one percent (i.e., 0.001%)) of the yields of
     noncallable United States Treasury obligations with terms (one longer and
     one shorter) most nearly' approximating the period from the Anticipated
     Repayment Date to the Maturity Date, in all cases as determined by Payee on
     the basis of Federal Reserve Statistical Release H.15-Selected Interest
     Rates under the heading U.S. Governmental Security/Treasury Constant
     Maturities, or other recognized source of financial market information
     selected by Payee.

          (gg) The term "TRUST PROPERTY" shall have the meaning ascribed to such
     term in the Deed of Trust.

          (hh) The term "YIELD MAINTENANCE PREMIUM" shall have the meaning
     ascribed to such term in the Deed of Trust.

     2. This Note is evidence of the Loan and of the obligation of the Maker to
repay the Loan in accordance with the terms hereof. This Note is secured inter
alia by (a) the Deed of Trust, (b) the Assignment of Leases, and (c) the other
Loan Documents.

     3. If any sum payable under this Note is not paid on or before the date on
which it is due, Maker shall pay to Payee upon demand an amount equal to the
lesser of three percent (3%) of such unpaid sum or the maximum amount permitted
by applicable law in order to defray a portion of the expenses incurred by Payee
in handling and processing such delinquent payment and to compensate Payee for
the loss of the use of such delinquent payment. If the day when any payment
required under this Note is due is not a Business Day, then payment shall be due
on the first Business Day thereafter.

     4. The Debt or any portion thereof, shall without notice become immediately
due and payable at the option of Payee if any payment required in this Note is
not paid on or before the date on which it is due or upon the happening of any
other Event of Default (as defined in the Deed of Trust). In the event that it
should become necessary to employ counsel to collect or enforce the Debt or to
protect or foreclose the security therefor, Maker also shall pay on demand

all costs of collection incurred by Payee, including attorneys' fees and costs
reasonably incurred for the services of counsel whether or not suit be brought.

     5. Maker does hereby agree that upon the occurrence of an Event of Default
(including upon the failure of Maker to pay the Debt in full on the Maturity
Date), Payee shall be entitled to receive and Maker shall pay interest on the
entire unpaid principal sum and any other amounts due at the Default Rate,
together with the Yield Maintenance Premium (as defined in the Deed of Trust) if
any, that would be required under the Defeasance Option, assuming a Defeasance
of each Individual Trust Property comprising the Trust Property.

     6. Maker hereby agrees that upon the occurrence of an Event of Default
Maker shall pay to Payee on the eleventh day of each month while such Event of
Default continues, an aggregate amount equal to the Excess Cash Flow for the
prior month, such Excess Cash Flow to be applied by Payee to the payment of the
Debt in such order as Payee shall determine in its sole discretion, including,
without limitation, alternating applications thereof between interest and
principal. Interest at the Default Rate and Excess Cash Flow shall both be
computed from the occurrence of the Event of Default until the actual receipt
and collection of the Debt. Interest at the Default Rate shall be added to the
Debt and shall be secured by the Deed of Trust. This paragraph, however, shall
not be construed as an agreement or privilege to extend the date of the payment
of the Debt, nor as a waiver of any other right or remedy accruing to Payee by
reason of the occurrence of any Event of Default; the acceptance of any payment
of Excess Cash Flow shall not be deemed to cure or constitute a waiver of any
Event of Default; and Payee retains its rights under this Note to accelerate and
to continue to demand payment of the Debt upon the happening of any Event of
Default despite any payment of Excess Cash Flow.

     7. (a) Sixty days prior to the Resizing Date, Payee may notify Maker that
Maker must provide at Maker's sole cost and expense a new or updated appraisal
in form and substance acceptable to Payee and from an appraiser acceptable to
Payee, which appraiser used to prepare the appraisals provided in connection
with the closing of the Loan, Hospitality Valuation Services International,
shall be deemed so approved, dated not more than 45 days before the Resizing
Date for each Individual Trust Property. Prior to the Resizing Date, whether or
not Payee requires such new appraisal, Payee shall re-underwrite the Loan
applying its standard underwriting criteria for loans and properties of the
size, type and nature of the Loan and the Trust Property and, no later than 30
days before the Resizing Date, Payee will send Maker a notice (the "RESIZING
NOTICE") setting forth the new principal amount of the Loan resulting from such
re-underwriting ("RESIZED LOAN AMOUNT"), together with the Resized Interest
Rate, the Monthly Payment Amount and the revised Allocated Loan Amount for each
Individual Trust Property. The Resized Loan Amount shall be a principal amount
that (A) will provide a loan to value percentage of not greater than 80% and (B)
will result in a Debt Service Coverage Ratio of at least 1.40 to 1, calculated
utilizing (i) Net Operating Income generated by both Individual Trust Properties
for the twelve (12) month period ending on the date of calculation and (ii) the
greater of the (x) assumed level-

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monthly debt service payments resulting from calculating a twenty-Five (25) year
amortization schedule using as the principal amount the Resized Loan Amount and
as the interest rate the Treasury Rate plus two hundred (200) basis points or
(y) assumed level-monthly debt service payments using as the principal amount
the Resized Loan Amount multiplied by a debt service constant of 10.90%.

          (b) (i) If the Resized Loan Amount calculated in accordance with
     Paragraph 7(a) above is greater than the original Loan amount, then on the
     Resizing Date, Payee will fund such excess to Maker as an increase to the
     principal amount of the Loan. In connection with the foregoing, Payee and
     Maker will amend the Loan Documents (including this Note) to reflect the
     Resized Loan Amount, the Resized Interest Rate, the Monthly Payment Amount
     and the revised Allocated Loan Amount for each Individual Trust Property.

               (ii) If the Resized Loan Amount is less than the original
          principal amount of the Loan, Payee will propose, in the Resizing
          Notice, the terms of a mezzanine financing ("MEZZANINE LOAN") that
          will cover such shortfall. In no event may the projected Debt Service
          Coverage Ratio through the Anticipated Repayment Date, calculated
          using the Resized Loan Amount assuming a minimum debt service constant
          of 10.90%, combined with the actual debt service on the Mezzanine
          Loan, be less than 1.0 to 1. The Mezzanine Loan shall be structured
          and priced in a manner consistent with Payee's standard mezzanine
          financing products, at a commercially reasonable interest rate based
          on a five (5) year amortization schedule, will mature no later than
          the Anticipated Repayment Date and may be collateralized by a pledge
          of the equity interests in Maker or may be convertible into a
          preferred equity interest in Maker, in each case as more fully set
          forth in the Resizing Notice. If the Mezzanine Loan is entered into,
          then on the Resizing Date, Payee and Maker will amend the Cash
          Management Agreement (or enter into a second Cash Management Agreement
          in connection with the Mezzanine Loan) to reflect the debt service on
          the Mezzanine Loan.

          (c) If the Resized Loan Amount is less than the original Loan amount,
     then within 10 days of receiving Payee's Resizing Notice, Maker shall
     respond in writing that it will either (i) accept the Mezzanine Loan or
     accept mezzanine financing from a third-party lender (not affiliated with
     Payee) which third-party lender shall be approved by Payee in Payee's sole
     discretion upon terms and conditions and governed by loan documents
     approved by Payee in Payee's sole discretion which approval shall be
     further conditioned on such third party lender's entering into an
     intercreditor agreement with Payee in form and substance to be determined
     by Payee in Payee's sole discretion (and in either case make any prepayment
     of the Loan necessary to meet the Debt Service Coverage Ratio test set
     forth in clause (b)(ii) above or (ii) prepay the Loan to the Resized Loan

     Amount. Any prepayment made hereunder shall be made no later than the
     Resizing Date, and shall be permitted notwithstanding the limitations set
     forth in Paragraph 8 below, but shall be made together with the Yield
     Maintenance Premium, calculated in accordance with Paragraph 57 of the Deed
     of Trust. Failure of Maker to make any prepayment of the Loan or accept the
     Mezzanine Loan or enter into any mezzanine financing required hereunder on
     or before the Resizing Date shall constitute an Event of Default without
     further notice or demand by Payee and the Loan shall become fully recourse
     to Maker for the amount of the shortfall described in clause (b)(ii) above,
     provided that the amount of such Debt which shall be fully recourse to
     Maker under this clause (c) shall not exceed TWO MILLION FIVE HUNDRED
     THOUSAND DOLLARS AND 00/100 CENTS ($2,500,000.00). In the event Maker shall
     accept the Mezzanine Loan, Maker and Payee shall enter into binding
     documents evidencing and governing the Mezzanine Loan on Payee's standard
     forms appropriately modified to reflect the specific terms of the Mezzanine
     Loan, which documents will be effective as of the Resizing Date.

          (d) Effective from and after the Resizing Date, the principal amount
     of the Loan shall be the Resized Loan Amount and the interest rate shall be
     the Resized Interest Rate. As of the Resizing Date, the Maker shall obtain,
     at its sole cost and expense, an endorsement to Payee's mortgagee's title
     insurance policy confirming that the lien of the Deed of Trust continues to
     be a first lien on the Trust Property securing the Resized Loan Amount
     subject to no prior liens or encumbrances other than the Permitted
     Encumbrances and such other matters as Payee shall reasonably require. If
     Payee's title insurer and/or Payee reasonably require that any of the Loan
     Documents be amended upon the Resizing Date, Maker and Payee will, at the
     expense of Maker, amend the Loan Documents, including, without limitation,
     Exhibit B of the Deed of Trust to reflect, as is applicable, the Resized
     Loan Amount, the Resized Interest Rate, the Monthly Payment Amount and the
     revised Allocated Loan Amount for each Individual Trust Property. In the
     event the Loan Documents are amended in accordance with this Paragraph
     7(d), Maker shall cause to be delivered to Payee an opinion of counsel
     reasonably acceptable to Payee as to the due authorization and delivery of
     the documents and instruments amending the Loan and evidencing and
     governing the Mezzanine Loan and/or the enforceability of such documents
     and instruments. Maker shall pay all of Payee's cost and expenses incurred
     in effecting the resizing of the Loan (including, without limitation,
     reasonable attorneys' fees). Satisfaction of the foregoing requirements
     shall be a condition precedent to the resizing of the Loan by Payee.

     8. This Note may not be prepaid prior to the Anticipated Repayment Date;
provided, however, Maker shall have the right and option to release the Trust
Property from the lien of the Deed of Trust in accordance with the terms and
provisions of the Defeasance Option. Notwithstanding the foregoing sentence, on
the Payment Date that is no more than sixty (60) days prior to the Anticipated
Repayment Date (the "OPTIONAL PREPAYMENT DATE") or on any Payment

Date thereafter, the Maker may, at its option and upon thirty (30) days prior
written notice from Maker to Payee, prepay in whole, without any premium or
penalty, or in part the outstanding principal balance of this Note and any other
amounts outstanding, provided, however, that any partial prepayment shall be in
an amount equal to one hundred twenty-five percent (125%) of the Allocated Loan
Amount under the Deed of Trust allocated to the Individual Trust Property which
is proposed to be released from the lien of the Deed of Trust with respect to
such partial prepayment, to be applied toward the reduction of the outstanding
principal balance of this Note. Any prepayment prior to the Anticipated
Repayment Date on a date other than a Payment Date, shall, in any event, include
interest through the following Payment Date. In the event of a full or partial
prepayment occurring after the Optional Prepayment Date in accordance with the
foregoing provision, Payee may cause the release of one or both of the
Individual Trust Properties, as the case may be, from the lien of this Deed of
Trust and the other Loan Documents upon the satisfaction of the following
conditions:

          (a) all accrued and unpaid interest and all other sums due under the
     Note and under the other Loan Documents allocated to each Individual Trust
     Property being released, the fee of the Servicer and any other charges with
     respect to such prepayment up to the date of such prepayment and release
     (the "PREPAYMENT RELEASE DATE"), including, without limitation, all costs
     and expenses incurred by Payee or its agents in connection with such
     prepayment and release, shall be paid in full on or prior to the Prepayment
     Release Date; and

          (b) if such prepayment results in the release of only one Individual
     Trust Property from the lien of the Deed of Trust, the Debt Service
     Coverage Ratio for the remaining Individual Trust Property (computed as of
     the immediately preceding Payment Date using the Net Operating Income
     generated by the remaining Individual Trust Property) shall equal or exceed
     the greater of (i) 1.45 to 1; (ii) the Debt Service Coverage Ratio for the
     entire Trust Property on the closing of the Loan and (iii) the Debt Service
     Coverage Ratio immediately prior to the release of the Individual Trust
     Property from the lien of the Deed of Trust, and in addition, Maker shall
     deliver to Payee on or prior to the Prepayment Release Date:

               (i) a certificate of Maker certifying that all of the
          requirements set forth in this Paragraph 8 have been satisfied;

               (ii) an opinion of counsel for Maker in form and substance and
          delivered by counsel satisfactory to Payee in its sole discretion
          stating, among other things, that any REMIC Trust formed pursuant to a
          Securitization (as defined in the Deed of Trust) will not fail to
          maintain its status as a "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
          within the meaning of Section 860D of the Code as a result of such
          release;

               (iii) evidence in writing from the applicable Rating Agencies (as
          defined in the Deed of Trust) to the effect that the release will not
          result in a downgrading, withdrawal or qualification of the respective
          ratings in effect immediately prior to such release for any securities
          issued in connection with the securitization which are then
          outstanding; and

               (iv) such other certificates, documents or instruments as Payee
          may reasonably require.

Upon compliance with the requirements of this paragraph, the applicable
Individual Trust Property shall be released from the lien of the Deed of Trust
and the other Loan Documents. Maker will, at Maker's expense, execute and
deliver any agreements reasonably requested by Payee to release the lien of the
Deed of Trust from such applicable Individual Trust Property. If prior to the
Anticipated Repayment Date and following the occurrence of any Event of Default,
Maker shall tender payment of an amount sufficient to satisfy the Debt at any
time prior to a sale of the Trust Property or either Individual Trust Property,
either through foreclosure or the exercise of the other remedies available to
Payee under the Deed of Trust, such tender by Maker shall be deemed to be
voluntary and Maker shall pay, in addition to the Debt, the Yield Maintenance
Premium, if any, that would be required under the Defeasance Option.

     9. (a) Prior to the Resizing Date and thereafter if the resized loan amount
calculated using a debt service constant of 11.33% instead of 10.90%, would be
less than SEVENTEEN MILLION AND 00/100 DOLLARS ($17,000,000) and, in any event,
upon the occurrence of a Lock Box Event and thereafter until the Anticipated
Repayment Date, Maker shall cause all Rents to be deposited directly into the
Clearing Account required by the Cash Management Agreement in the manner
provided therein and all amounts so received shall be allocated on each Payment
Date in the following order of priority, in each case to the extent sufficient
funds remain therefor:

               (i) First, to the Tax and Insurance Impound Fund in accordance
          with the terms and conditions of Paragraph 6 of the Deed of Trust;

               (ii) Second, (A) prior to the Resizing Date, to the monthly
          payment of interest computed at the Initial Term Interest Rate and (B)
          on or after the Resizing Date, to pay the Monthly Payment Amount;

               (iii) Third, to the Payee for any other amounts due under the
          Loan Documents;

               (iv) Fourth, from and after the Resizing Date, to the FF&E Escrow
          Fund, in accordance with the terms and conditions of Paragraph 6 of
          the Deed of Trust;

               (v) Fifth, to the Debt Service Reserve, the amount, if any,
          required to be deposited therein in accordance with the terms and
          conditions of Paragraph 6 of the Deed of Trust;

               (vi) Sixth, for monthly Cash Expenses pursuant to the terms and
          conditions of the related Approved Annual Budget;

               (vii) Seventh, for monthly Net Capital Expenditures, pursuant to
          the terms and conditions of the related Approved Annual Budget;

               (viii) Eighth, for Extraordinary Expenses approved by Payee, if
          any; and

               (ix) Lastly, any excess amounts to the Cash Sweep Reserve in
          accordance with the terms and conditions of Paragraph 6 of the Deed of
          Trust.

     Nothing in Paragraph 9(a) above shall limit, reduce or otherwise affect
Maker's obligations to make payments of the Monthly Payment of monthly payments
to the Tax and Insurance Impound Fund, the FF&E Escrow Fund, the Cash Sweep
Reserve and the Debt Service Reserve due hereunder and under the other Loan
Documents, whether or not Rents are available to make such payments.

          (b) For each fiscal year during the term of the Loan, the Maker shall
     submit to the Payee for the Payee's written approval an Annual Budget not
     later than sixty (60) days prior to the commencement of such fiscal year,
     in form satisfactory to Payee setting forth in reasonable detail budgeted
     monthly operating income and monthly operating capital and other expenses
     for each Individual Trust Property. Each Annual Budget shall contain, among
     other things, limitations on management fees, third party service fees, and
     other expenses as the Maker may reasonably determine. Payee shall have the
     right to approve such Annual Budget which approval shall not be
     unreasonably withheld, and in the event that Payee objects to the proposed
     Annual Budget submitted by Maker, Payee shall advise Maker of such
     objections within fifteen (15) days after receipt thereof (and deliver to
     Maker a reasonably detailed description of such objections which shall be
     limited to reasonable adjustments that are necessary to assure the
     operation and maintenance of the Trust Property in accordance with the Loan
     Documents) and Maker shall within three (3) days after receipt of notice of
     any such objections revise such Annual Budget and resubmit the same to
     Payee. Payee shall advise Maker of any objections to such revised Annual
     Budget within ten (10) days after receipt thereof (and deliver to

     Maker a reasonably detailed description of such objections) and Maker shall
     revise the same in accordance with the process described in this
     subparagraph until the Payee approves an Annual Budget, provided, however,
     that if Payee shall not advise Maker of its objections to any proposed
     Annual Budget within the applicable time period set forth in this
     paragraph, then such proposed Annual Budget shall be deemed approved by
     Payee. Until such time that Payee approves a proposed Annual Budget, the
     most recently Approved Annual Budget shall apply; provided that, such
     Approved Annual Budget shall be adjusted to reflect actual increases in
     real estate taxes, insurance premiums and utilities expenses.

     10. In the event that the Maker does not pay the Debt in full prior to the
Anticipated Repayment Date, the provisions of Paragraph 9(b) as set forth above
shall remain in full force and effect, and the following subparagraphs also
shall apply.

          (a) From and after the Anticipated Repayment Date, interest shall
     accrue on the unpaid principal balance from time to time outstanding on
     this Note at the Extended Term Rate. Interest accrued at the Extended Term
     Rate and not paid pursuant to this Paragraph 10 shall be deferred and added
     to the Debt and shall earn interest at the Extended Term Rate to the extent
     permitted by applicable law (such accrued interest is hereinafter defined
     as "Accrued Interest"). All of the Debt, including any Accrued Interest,
     shall be due and payable on the Maturity Date.

          (b) Maker shall cause all Rents to be deposited directly into the
     Clearing Account required by the Cash Management Agreement in the manner
     provided therein and all amounts so received shall be allocated on each
     Payment Date in the following order of priority, in each case to the extent
     sufficient funds remain therefor:

               (i) First, to the Tax and Insurance Impound Fund in accordance
          with the terms and conditions of Paragraph 6 of the Deed of Trust;

               (ii) Second, to pay the Monthly Payment Amount;"

               (iii) Third, to the Payee for any other amounts due under the
          Loan Documents;

               (iv) Fourth, to the FF&E Escrow Fund, in accordance with the
          terms and conditions of Paragraph 6 of the Deed of Trust;

               (v) Fifth, to the Debt Service Reserve, the amount, if any,
          required to be deposited therein in accordance with the terms and
          conditions of Paragraph 6 of the Deed of Trust;

               (vi) Sixth, for monthly Cash Expenses pursuant to the terms and
          conditions of the related Approved Annual Budget;

               (vii) Seventh, for monthly Net Capital Expenditures, pursuant to
          the terms and conditions of the related Approved Annual Budget;

               (viii) Eighth, for Extraordinary Expenses approved by Payee, if
          any;

               (ix) Ninth, to the Payee to be applied against the outstanding
          principal due under this Note until such principal amount is paid in
          full;

               (x) Tenth, to the Payee for Accrued Interest, until all such
          Accrued Interest has been repaid; and

               (xi) Lastly, to pay to the Maker any excess amounts.

          (c) In the event that the Maker must incur an Extraordinary Expense,
     for purposes of Paragraphs 9 and 10 hereof, then the Maker shall promptly
     deliver to Payee a reasonably detailed explanation of such proposed
     Extraordinary Expense for the Payee's approval, which approval may be
     granted or denied in the Payee's sole discretion.

          (d) Nothing in this Paragraph 10 shall limit, reduce or otherwise
     affect Maker's obligations to make payments of the Monthly Payment Amount,
     payments to the Tax and Insurance Impound Fund, the FF&E Escrow Fund, and
     the Debt Service Reserve due hereunder and under the other Loan Documents,
     whether or not Rents are available to make such payments.

     11. It is expressly stipulated and agreed to be the intent of Maker and
Payee at all times to comply with applicable state law or applicable United
States federal law (to the extent that it permits Payee to contract for, charge,
take, reserve, or receive a greater amount of interest than under state law) and
that this paragraph (and the similar paragraph contained in the Deed of Trust)
shall control every other covenant and agreement in this Note 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 this Note or
under any of the other Loan Documents, or contracted for, charged, taken,
reserved, or received with respect to the Debt, or if Payee's exercise of the
option to accelerate the Maturity Date, or if any prepayment or the exercise of
any Defeasance Option by Maker results in Maker having paid any interest in
excess of that permitted by applicable law, then it is Payee's express intent
that all excess amounts theretofore collected by Payee shall be credited on the
principal balance of this Note and all other Debt and the provisions of this
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 Payee 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 Payee 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.

     12. This Note may not be modified, amended, waived, extended, changed,
discharged or terminated orally or by any act or failure to act on the part of
Maker or Payee, but only by an agreement in writing signed by the party against
whom enforcement of any modification, amendment, waiver, extension, change,
discharge or termination is sought. Whenever used, the singular number shall
include the plural, the plural the singular, and the words "PAYEE" and "MAKER"
shall include their respective successors, assigns, heirs, executors and
administrators. The obligations and liabilities of each of the Key Principals
shall be joint and several and if Maker consists of more than one person or
party, the obligations and liabilities of each such person or party comprising
the Maker shall be joint and several.

     13. Maker and all others who may become liable for the payment of all or
any part of the Debt do hereby severally waive presentment and demand for
payment, notice of dishonor, protest, notice of protest, notice of nonpayment,
notice of intent to accelerate the maturity hereof and of acceleration. No
release of any security for the Debt or any person liable for payment of the
Debt, no extension of time for payment of this Note or any installment hereof,
and no alteration, amendment or waiver of any provision of the Loan Documents
made by agreement between Payee and any other person or party shall release,
modify, amend, waive, extend, change, discharge, terminate or affect the
liability of Maker, and any other person or party who may become liable under
the Loan Documents for the payment of all or any part of the Debt.

     14. Subject to the qualifications below, Payee shall not enforce the
liability and obligation of Maker or any of the Key Principals to perform and
observe the obligations contained in this Note, the Deed of Trust or the other
Loan Documents by any legal, equitable or other action or proceeding wherein a
judgment shall be sought against Maker or any of the Key Principals, except that
Payee may bring a foreclosure action, an action for specific performance or any
other appropriate action or proceeding to enable Payee to enforce and realize
upon its interest under this Note, the Deed of Trust and the other Loan
Documents, or in the Trust Property or either Individual Trust Property, the
Rents, or any other collateral given to Payee pursuant to the Loan Documents;
provided, however, that, except as specifically provided herein, any judgment in
any such action or proceeding shall be enforceable against Maker only to the

extent of Maker's interest in the Trust Property or either Individual Trust
Property, in the Rents and in any other collateral given to Payee, and Payee, by
accepting this Note, the Deed of Trust and the other Loan Documents, agrees that
it shall not sue for, seek or demand any deficiency judgment against Maker in
any such action or proceeding under or by reason of or under or in connection
with this Note, the Deed of Trust or the other Loan Documents. The provisions of
this paragraph shall not, however, (a) constitute a waiver, release or
impairment of any obligation evidenced or secured by any of the Loan Documents;
(b) impair the right of Payee to name Maker as a party defendant in any action
or suit for foreclosure and sale under the Deed of Trust; (c) affect the
validity or enforceability of or any guaranty made in connection with the Loan
or any of the rights and remedies of the Payee thereunder; (d) impair the right
of Payee to obtain the appointment of a receiver; (e) impair the enforcement of
the Assignment of Leases executed in connection herewith; or (f) constitute a
waiver of the right of Payee to enforce the liability and obligation of Maker
against Maker or any of the Key Principals, by money judgment or otherwise, to
the extent of any loss, damage, cost, expense, liability, claim or other
obligation incurred by Payee (including attorneys' fees and costs reasonably
incurred) arising out of or in connection with the following:

               (i) fraud or intentional misrepresentation by Maker or any Key
          Principal in connection with the Loan;

               (ii) the gross negligence or willful misconduct by Maker or any
          Key Principal;

               (iii) physical waste of the Trust Property or either Individual
          Trust Property which materially affects the value thereof;

               (iv) the breach of any representation, warranty, covenant or
          indemnification provision in that certain Hazardous Substances
          Indemnity Agreement of even date herewith given by Maker and the Key
          Principals to Payee or in the Deed of Trust concerning Environmental
          Laws, Hazardous Substances and Asbestos (as such terms are defined in
          the Deed of Trust);

               (v) the misappropriation of any personal property from or the
          removal or disposal of any portion of the Trust Property or either
          Individual Trust Property or any part thereof;

               (vi) the misapplication or conversion by Maker of (A) any
          insurance proceeds paid by reason of any loss, damage or destruction
          to the Trust Property, (B) any awards or other amounts received in
          connection with the condemnation of all or a portion of the Trust
          Property or either Individual Trust Property or a

          portion thereof, (C) any security deposits or Rents following an Event
          of Default, or (D) any Rents paid more than one month in advance;

               (vii) failure to pay charges for labor or materials or taxes or
          other charges that can create liens on any portion of the Trust
          Property or either Individual Trust Property; and

               (viii) any security deposits collected with respect to the Trust
          Property or either Individual Trust Property which are not delivered
          to Payee upon a foreclosure of the Trust Property or either Individual
          Trust Property or action in lieu thereof, except to the extent any
          such security deposits were applied in accordance with the terms and
          conditions of any of the Leases (as defined in the Deed of Trust)
          prior to the occurrence of the Event of Default that gave rise to such
          foreclosure or action in lieu thereof.

     Notwithstanding anything to the contrary in this Note or any of the Loan
Documents, (A) Payee shall not be deemed to have waived any right which Payee
may have under Section 506(a), 506(b), 1111(b) or any other provisions of the
U.S. Bankruptcy Code to file a claim for the full amount of the Debt secured by
the Deed of Trust or to require that all collateral shall continue to secure all
of the Debt owing to Payee in accordance with the Loan Documents, and (B) the
Debt shall become fully recourse JOINTLY AND SEVERALLY to Maker and each of the
Key Principals in the event that: (i) the first full monthly payment of interest
under this Note is not paid when due; (ii) Maker fails to maintain its status as
a single purpose entity, as required by, and in accordance with the terms and
provisions of the Deed of Trust; (iii) Maker fails to obtain Payee's prior
written consent to any subordinate financing or other voluntary lien encumbering
the Trust Property or either Individual Trust Property; (iv) Maker fails to
obtain Payee's prior written consent to any assignment, transfer, or conveyance
of the Trust Property' or either Individual Trust Property or any interest
therein as required by the Deed of Trust; (v) subject "to the limitation set
forth in Section 7(c) hereof with respect to the amount of Debt which shall
become recourse in connection with a default under Section 7 hereof, if the
Resized Loan Amount calculated in accordance with Section 7(a) hereof is less
than the original Loan Amount, Maker fails on or before the Resizing Date to
cause the Loan to be prepaid and/or fails to enter into any mezzanine financing,
as required by Section 7 hereof or (vi) subject to clauses (X), (Y) and (Z) of
this paragraph, following an Event of Default, Maker or any of the Key
Principals takes any action, asserts any claim, participates in or is a party to
any activity, action or proceeding intended to, or the likely result of which
would be to, delay, enjoin, impede, hinder or prevent Payee's exercise of its
rights and remedies at law, in equity, under the Deed of Trust or under any of
the other Loan Documents, including without limitation (A) the filing, whether
by Maker or any of the Key Principals, or the filing by any third party against
Maker at the insistence of Maker or any of the Key Principals, of a
reorganization, liquidation or other similar bankruptcy proceeding under Title
11 of the United States Code or under any other federal or state

debtor relief law (a "BANKRUPTCY CASE") or (B) the institution or filing whether
by Maker or any of the Key Principals on behalf of Maker, or the institution or
Filing by any third party at the insistence of any of the Key Principals or
Maker, of any suit or other proceeding to hinder, enjoin, impede or delay the
exercise by Payee of such rights and remedies (a "COMMON LAW ACTION"). For
purposes of this paragraph:

          (X) it shall be conclusively deemed that any Bankruptcy Case or Common
     Law Action was not instituted at the insistence of Maker or any of the Key
     Principals if such Maker or any of the Key Principals contests the filing
     of any such proceeding to the extent reasonably requested by Payee;

          (Y) notwithstanding anything contained herein to the contrary,
     following an Event of Default that relates to or arose from a breach or
     failure by Maker under this Agreement or any of the other Loan Documents
     that cannot be cured by the payment of a sum of money, Maker and each Key
     Principal shall not be liable under this clause (v) by reason of such Maker
     raising or interposing good faith, legitimate defenses or claims (excluding
     the filing or commencement of a Bankruptcy Case) that are not expressly
     prohibited or that have not otherwise been expressly waived pursuant to the
     Deed of Trust or the other Loan Documents during the exercise by Payee of
     its rights and remedies at law, in equity, under the Deed of Trust or
     under any of the other Loan Documents. However, if the court in which such
     rights and remedies are being adjudicated shall determine that such
     defenses or claims were groundless, unwarranted, frivolous or were intended
     primarily to hinder, delay or impede the exercise by Payee of such rights
     and remedies, then the Maker and each of the Key Principals shall be and
     remain jointly and severally liable to the full extent set forth in the
     Deed of Trust and other Loan Documents; and

          (Z) notwithstanding anything contained herein to the contrary, the
     liability of Maker or each Key Principal under clause (v) above shall cease
     and terminate if any general partner or managing member of the Maker or any
     Key Principal shall (1) cause Maker to convey title to the Trust Property
     or applicable Individual Trust Property to Payee or its designee by deed
     in form and substance satisfactory to Payee within sixty (60) days after
     written demand given after the occurrence of an Event of Default by Payee
     to Maker directing such conveyance or (2) cause Maker to permit Payee to
     acquire title to the Trust Property or applicable Individual Trust Property
     through an uncontested judicial foreclosure, if Payee shall so elect in the
     foregoing notice.

     15. Maker (and the undersigned representative of Maker, if any) represents
that Maker has full power, authority and legal right to execute, deliver and
perform its obligations pursuant to this Note, the Deed of Trust and the other
Loan Documents and that this Note, the Deed of Trust and the other Loan
Documents constitute valid and binding obligations of Maker.

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

     17. MAKER 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 LOAN DOCUMENTS,
OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS
WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY MAKER,
AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO
WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. PAYEE IS HEREBY
AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE
EVIDENCE OF THIS WAIVER BY MAKER.

     18. This Note shall be governed by and construed in accordance with the
laws of the State of Arizona and the applicable laws of the United States of
America.

Maker has duly executed this Note the day and year first above written.

                                        MAKER:

                                        Dana Suites/Bell Hospitality. L.L.C.
                                        a Delaware limited liability company

                                        By: DSDH, Inc.,
                                            a Delaware corporation
                                            Its managing member

                                        By: /s/ Michael H. Dubroff
                                            ------------------------------------
                                            Michael H. Dubroff
                                            President

Pay to the order of ________________,
without recourse.

Credit Suisse First Boston Mortgage
Capital LLC, a Delaware limited
liability company

By:
    ---------------------------------
Name:
      -------------------------------
Its Authorized Signatory 

Basic Info X:

Name: DEED OF TRUST NOTE
Type: Deed of Trust
Date: May 1, 2006
Company: SUMMIT HOTEL PROPERTIES, LLC
State: South Dakota

Other info: