FAIRFIELD INN BY MARRIOTT LTD PARTNERSHIP
THIRD AMENDMENT TO LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>4
<FILENAME>file003.txt
<DESCRIPTION>THIRD AMENDMENT TO LOAN AGREEMENT
<TEXT>
<PAGE>

                        THIRD AMENDMENT TO LOAN AGREEMENT


     THIRD AMENDMENT, dated as of ____________, 2003 ("Third Amendment"),
between Fairfield Inn by Marriott Limited Partnership, a Delaware limited
partnership (the "Borrower"), and Clarion Partners, LLC, as Special Servicer
(the "Special Servicer") on behalf of LaSalle Bank National Association, a
national banking association, as Trustee, in respect of the Asset Securitization
Corporation Commercial Mortgage Pass-Through Certificates Series 1997-MD VII
Securitization (the "Lender") to that certain Loan Agreement, dated as of
January 13, 1997 (the "Agreement"), between the Borrower and Nomura Asset
Capital Corporation, as amended by that certain First Amendment to Loan
Agreement ("First Amendment") and that Second Amendment to Loan Agreement
("Second Amendment"), between the Borrower and the Lender.

                               W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS, the Borrower entered into the Agreement, pursuant to which the
Borrower borrowed the sum of One Hundred Sixty Five Million Four Hundred
Thousand Dollars and 00/100 ($165,400,000.00) (the "Loan");

     WHEREAS, a Securitization has occurred, as contemplated by the Agreement,
and as a result, all right, title and interest of Nomura Asset Capital
Corporation as lender under the Loan is currently held by Lender under that
certain Pooling and Servicing Agreement dated as of March 27, 1997, as amended
(the "Pooling and Servicing Agreement");

     WHEREAS, the Special Servicer assumed the role of special servicer under
the Pooling and Servicing Agreement pursuant to that certain Instrument of
Assumption dated as of February 15, 2000 between the Servicer, as the removed
special servicer, and the Special Servicer, as successor thereto, as
acknowledged and accepted by the Trustee;

     WHEREAS, pursuant to the terms of the Pooling and Servicing Agreement, on
October 30, 2000, the Loan became, and as of the date hereof, continues to be, a
Specially Serviced Mortgage Loan under the Pooling and Servicing Agreement;

     WHEREAS, pursuant to the terms of the Pooling and Servicing Agreement, the
Special Servicer is authorized and permitted to modify and restructure the Loan
on behalf of the trust established by the Pooling and Servicing Agreement;

     WHEREAS, the Borrower and Lender desire to amend the Agreement in certain
respects, as hereinafter provided;

     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Borrower and the Lender agree
as follows:

<PAGE>

                                    ARTICLE I

                                   AMENDMENTS

     Section 1.1 Definitions Generally. Capitalized terms used and not otherwise
defined herein shall have the meaning set forth in the Agreement, the First
Amendment or the Second Amendment, as applicable.

     Section 1.2 Certain New Definitions. For all purposes of the Agreement and
this Third Amendment, except as otherwise expressly provided or unless the
context otherwise requires:

     (a) "2003 Amendment of Ground Leases" means that certain Amendment of
         Ground Leases, dated as of the date hereof, by and among the Borrower
         and Big Boy Properties, Inc., as the same may be amended from time to
         time in accordance with the terms hereof.

     (b) "2003 Amendment to Certain Franchise Agreements" means that certain
         Amendment to Certain Franchise Agreements, dated as of the date hereof,
         between Marriott International, Inc., as franchisor, and the Borrower,
         as franchisee, as the same may be amended from time to time in
         accordance with the terms hereof.

     (c) "2003 Franchise Comfort Letter" means that certain letter agreement,
         dated as of the date hereof, between Marriott International, Inc., as
         franchisor, and the Lender, as the same may be amended from time to
         time in accordance with the terms hereof.

     (d) "2003 Omnibus Agreement" means that certain Omnibus Agreement, dated as
         of the date hereof, by and among Marriott International, Inc., Big Boy
         Properties, Inc., Borrower, Lender, Sage Management Resources III, LLC
         and Winthrop Financial Associates, a limited partnership..

     (e) "Liquidation Release Price" means the amount set forth on Exhibit A
         hereto that is allocated to each Liquidation Release Property in
         connection with a sale on or prior to April 1, 2005 of each Liquidation
         Release Property. Notwithstanding anything to the contrary contained
         herein, after April 1, 2005, the Liquidation Release Prices will no
         longer be in effect and Borrower shall not be permitted to sell any
         Liquidation Release Property without the prior written consent of the
         Lender.

     (f) "Liquidation Release Property" means any of the 46 Properties owned by
         Borrower as of the date hereof.

     Section 1.3 Amendments to Certain Definitions.


                                       2
<PAGE>

     (a) The definition of the term "Property" or "Properties" contained in the
Agreement is amended as of the date hereof by inserting the phrase "or Section
2.8 hereof" after the phrase "Section 2.7 of this Agreement."

     (b) The definition of the term "Release Price" contained in the Agreement
is amended as of the date hereof by inserting the phrase "or Section 2.8 hereof"
after the phrase "Section 2.7."

     (c) The definition of "Transaction Documents" contained in the Agreement is
amended as of the date hereof by inserting the phrase "the Third Amendment and
each other document executed in connection with the transactions contemplated by
the Third Amendment (including but not limited to the 2003 Omnibus Agreement,
the 2003 Amendment to Certain Franchise Agreements, the 2003 Franchise Comfort
Letter and the 2003 Amendment of Ground Leases) (collectively, the "Third
Amendment Documents")" after the phrase "the Omnibus Agreement."

     Section 1.4 Certain Other Amendments.

     (a) A new Section 2.8 is hereby inserted into the Agreement to provide as
follows:

               Section 2.8 Liquidation Release Properties. Notwithstanding
         anything to the contrary contained in this Agreement, at any time prior
         to April 1, 2005, the Borrower may sell any of the Liquidation Release
         Properties to any Person (other than to the Borrower or its affiliates)
         and cause the release of such Liquidation Release Property from the
         Lien of the Security Documents upon the satisfaction of the following
         conditions:

               (a) delivery of notice not less than 20 days in advance to the
         Lender (or such earlier period of time as determined by the Lender, the
         Servicer or the Special Servicer) specifying the Debt Service Payment
         Date (or such other date as determined by either the Lender, the
         Servicer or the Special Servicer in its sole discretion) on which the
         amount set forth in clause (c) below is to be provided to the Servicer,
         which notice shall also be accompanied by an Officer's Certificate to
         the effect that other than the Events of Default currently existing as
         of the date hereof (the "Existing Defaults"), no default under any of
         the Third Amendment Documents and no new Potential Event of Default or
         new Event of Default has occurred and is continuing (or, in the case of
         a default under the Third Amendment Documents or new Potential Event of
         Default or new Event of Default that shall be cured or avoided by the
         release of the affected Property, describing the nature of same, and
         certifying that such default under the Third Amendment Documents or new
         Potential Event of Default or new Event of Default shall be cured by
         such release) and certifying that such Release will comply with all
         applicable requirements of this Section 2.8; provided, however, that
         either the Lender, the Servicer or the Special Service may waive any
         default under the Third Amendment Loan


                                       3
<PAGE>

         Documents or new Potential Event of Default or new Event of Default in
         its sole discretion and permit the sale of the Property if such sale
         otherwise complies with the requirements of this Section 2.8; and
         provided, further, that any default resulting from Borrower not having
         sufficient cash flow to make any required payments under the Loan
         Documents shall not be considered a default under the Third Amendment
         Documents, a new Event of Default or new Potential Event of Default but
         any advances made by Lender, the Servicer or the Special Servicer in
         connection with such required payments shall be added to the Debt;

               (b) the payment to the Lender of interest accrued and unpaid on
         the principal balance of the Note and all other sums due under the
         Transaction Documents, through and including such payment date;

               (c) the payment to the Lender, to be applied to prepayment of the
         Principal Payments in inverse order of maturity, of an amount equal to
         the greater of (i) the Liquidation Release Price of such Liquidation
         Release Property, and (ii) the actual gross sales price of such
         Liquidation Release Property less any applicable amounts owed to MII or
         any landlord in connection with the sale of such Liquidation Release
         Property (the "Sales Price") less (A) customary and reasonable closing
         costs, including any applicable brokerage commission up to a maximum of
         3.5% of the gross sales price, reasonable legal fees up to 1% of the
         sales price, customary title and search fees and applicable transfer
         taxes (collectively, the "Closing Costs"), (B) the liquidation fees due
         to Borrower in connection with each sale of a Liquidation Release
         Property as more fully set forth on Exhibit B hereto, and (C) all other
         costs and expenses incurred in connection with the release of such
         Liquidation Release Property from the Lien of the Security Documents
         (the "Net Liquidation Price"). Notwithstanding anything to the contrary
         contained herein, if (x) the Sales Price is less than the Liquidation
         Release Price, (y) a competitive bidding process is not used to sell
         such Liquidation Release Property, or (z) there is a sale of more than
         one Liquidation Release Property to the same purchaser or any of such
         purchaser's affilates in one or more related transactions, then in each
         of the foregoing instances, the Borrower shall not be permitted to sell
         a Liquidation Release Property without the prior written consent of
         either the Lender, the Servicer or the Special Servicer; and

               (d) delivery to the Lender for execution of forms of release of
         such Liquidation Release Property from the Lien of the Security
         Documents appropriate for the jurisdiction in which such Liquidation
         Release Property is located.

     (b) Section 3.1 of the Agreement is hereby amended as of the date hereof by
inserting the phrase ", Section 2.8 hereof" after the phrase "Section 2.7
hereof."

                                       4
<PAGE>

     (c) Section 3.4(c) of the Agreement is hereby amended as of the date hereof
by inserting the phrase "or Section 2.8 hereof" after the phrase "Section 2.7."

     (d) Section 4.1A(e) of the Agreement is hereby amended as of the date
hereof by inserting the phrase "or Section 2.8 hereof" after the phrase "or
2.7."

     (e) Section 5.3(h) of the Agreement is hereby amended as of the date hereof
by inserting the phrase "or 2.8" after the phrase "or 2.7."

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

     Section 2.1 Reaffirmation of Representations and Warranties. The Borrower
hereby reaffirms, as of the date hereof, each and every representation and
warranty made by it in the First Amendment and Second Amendment and represents
and warrants that, except as set forth herein, each such representation and
warranty is true and accurate in all material respects as of the date hereof.

     Section 2.2 Additional Representations and Warranties. The Borrower
represents and warrants that as of the date hereof:

     (a) The Borrower has the requisite power and authority to execute and
deliver this Third Amendment and to carry out the transactions contemplated
hereby;

     (b) The execution, delivery and performance by the Borrower of this Third
Amendment has been duly and validly authorized by all necessary actions and
proceedings on the part of the General Partner and the Borrower, and no further
approvals or filings of any kind, including, without limitation, any approval of
or filing with any Governmental Authority, are required as a condition thereof;

     (c) Neither the execution and delivery of this Third Amendment, nor the
fulfillment of or compliance with the terms and conditions hereof:

               (i) will conflict with or result in any breach or violation of
         any law, rule or regulation issued by any Governmental Authority, or
         any judgment or order applicable to the Borrower or the General
         Partner, or to which the Borrower or the General Partner or any of the
         Properties are subject;

               (ii) will conflict with or result in any breach or violation of,
         or constitute a default under, any of the provisions of the Amended and
         Restated Agreement of Limited Partnership of the Borrower as amended by
         that certain First Amendment, Second Amendment, Third Amendment and
         Fourth Amendment to the Amended and Restated Agreement of Limited
         Partnership relating thereto, the Certificate of Formation or the LLC
         Agreement of the General Partner, or any agreement or instrument to
         which the Borrower or the

                                       5
<PAGE>


         General Partner is a party or to which the Borrower or the General
         Partner or any of the Properties is subject; or

               (iii) will result in or require the creation of any Lien on any
         of the Properties except Permitted Exceptions and Liens in favor of the
         Lender;

     (d) This Third Amendment has been duly executed and delivered by the
Borrower and constitutes the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms subject
to the effects of bankruptcy, insolvency, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally and general
equitable principles (whether considered in a proceeding in equity or at law);

     (e) The Borrower (1) has not entered into this Third Amendment with the
actual intent to hinder, delay, or defraud any creditor and (2) has received
reasonably equivalent value in exchange for its obligations under this Third
Amendment.;

     (f) There have been one or more Events of Default under the Loan Agreement
and all principal and amounts accrued but unpaid under the Note and the
Transaction Documents, together with the Yield Maintenance Premium, have been
declared immediately due and payable; and

     (g) To the Best Knowledge of the Borrower, no representation or warranty by
the Borrower made in this Third Amendment, and no schedule, exhibit,
certificate, written statement, list, document or other material furnished or to
be furnished to the Lender pursuant to or in connection with this Third
Amendment or any of the transactions contemplated thereby contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements therein, in light of the circumstances under which
they are made, not misleading.

     Section 2.3 Performance of Covenants. The Borrower hereby represents and
warrants to Lender that it has duly performed and observed the covenants and
undertakings set forth in the Transaction Documents on its part to be performed,
and covenants and undertakes to continue to duly perform and observe such
covenants and undertakings so long as the Transaction Documents, as amended
hereby, shall remain in effect.

     Section 2.4. Forebearance/Foreclosure.

     Subject to the terms and conditions set forth below, from the date hereof
until April 1, 2005 (the "Forebearance Period"), Lender agrees to forebear from
foreclosing on the Properties so long as (i) the Borrower is not in default
under any of the Third Amendment Documents, (ii) there are no new Potential
Events of Default or new Events of Default (other than the Existing Defaults);
provided, however, that any default resulting from Borrower not having
sufficient cash flow to make any required payments under the Loan Documents
shall not be considered a default under the Third Amendment Documents, a new
Event of Default or new Potential Event of Default but any advances made by
Lender, the Servicer or the Special Servicer in connection with such required

                                       6
<PAGE>

payments shall be added to the Debt, (iii) the Borrower is diligently attempting
to sell the Properties in accordance with the terms hereof and the other
Transaction Documents; (iv) the Borrower has commenced the work required by the
Existing PIPs (as such term is defined in that certain Amendment to Franchise
Agreements, dated as of the date hereof, between the Borrower and Marriott
International, Inc.) by no later than the date that is 60 days prior to
commencement date required by Marriott under the Third Amendment Documents; (v)
the Borrower shall have completed the work required by the Existing PIPs by no
later than the date that is 60 days prior to completion date required by
Marriott under the Third Amendment Documents; and (vi) the Borrower and Lender
meet periodically (either by phone or in person), but in no event less often
than once per calendar quarter, to discuss the order in which the PIPs should be
performed and/or which Properties should no longer remain under the Marriott
flag. In connection with this clause (vi), the Borrower shall (A) comply with
any specific requests made by Lender as to the order of priority in which the
PIPs are performed and (B) take all necessary action as soon as practicable to
remove the Marriott flag and terminate the applicable Franchise Agreement with
respect to any Property that Lender specifies should not remain under the
Marriott flag.

     (a) . After the expiration of the Forebearance Period or in the event that
any of the conditions set forth in clauses (i), (ii) (iii), (iv), (v) or (vi)
above are not satisfied at any time, Lender may exercise any such foreclosure
remedies.

     (b) In consideration for Lender's forbearance from foreclosing on the
Properties during the Forebearance Period, the Borrower hereby (i) agrees to
actively pursue the sale of the Properties in order to fully repay the Debt,
(ii) agrees to provide Lender, the Servicer and the Special Servicer with
monthly updates (or such other updates as are reasonably requested by Lender) as
to the status and progress of its efforts with respect to the sale of the
Properties, (iii) acknowledges that an Event of Default has occurred, that the
Debt has been accelerated and that it is unconditionally obligated to pay the
Debt, without any defense, setoff, or counterclaim of any kind or nature
whatsoever, (iv) unconditionally and irrevocably releases Lender, the Servicer,
the Special Servicer, and their respective predecessors, successors, assigns,
affiliates and subsidiaries and each and all of their respective current and
former officers, directors, managers, employees, trustees, agents, attorneys,
representatives, advisors, shareholders and members from any and all claims of
whatsoever kind or nature which it ever had arising out of, in connection with
or in any way related to any of the Transaction Documents.

     (c) The Borrower hereby agrees that if, at the end of the Forbearance
Period (or such earlier time in case of a breach of any of the provisions of
Section 2.4(a)(i), (ii), (iii), (iv), (v) or (vi) above), if the Debt has not
been repaid in full, Lender's agreement to forbear from foreclosing on the
Properties shall terminate and Lender shall be entitled, without further notice
or delay, to exercise its foreclosure remedies under the Transaction Documents.
In this regard, the Borrower hereby (i) consents to the exercise of Lender's
rights under the Transaction Documents to foreclose on the Properties and agrees
that it will not raise any defense to any such

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<PAGE>

foreclosure and will not commence or join in any action or proceeding in law or
in equity to prevent or interfere with any such foreclosure, and (ii) agrees to
fully cooperate with Lender and take all such actions and execute all such
documents as may be necessary or desirable in connection with any such
foreclosure.

     (d) Notwithstanding anything to the contrary contained herein, Lender's
forbearance to date and any forebearance in the future in no way constitutes a
waiver by Lender of any of its rights under the Transaction Documents and Lender
continues to expressly require strict compliance with the terms of the
Transaction Documents in all respects. Lender hereby reserves all other rights
and remedies it may have under the Loan Agreement and the other Transaction
Documents, including the right to enforce any and all remedies available to
Lender under the Loan Agreement and the other Transaction Documents.

     Section 2.5 Lender's Cure Rights. The Borrower hereby agrees that upon
receipt of notice of any default under any Transaction Document from Marriott,
any of its affiliates or any other third party, Lender shall have the right, but
not the obligation, to cure such default on behalf of the Borrower during the
cure period , if any, applicable to the Borrower. The Borrower hereby agrees to
advise Lender as soon as practicable whether the Borrower intends to cure any
such default, shall keep Lender apprised of all actions taken to cure such
default and shall cooperate with Lender and take all actions reasonably
requested by Lender if Lender chooses to cure such default on behalf of the
Borrower.

                                   ARTICLE III

                                  MISCELLANEOUS

     Section 3.1 Broker. Neither the Borrower nor any Person acting on behalf of
the Borrower has dealt with any broker or any other Person entitled to a fee or
commission in connection with this Third Amendment and the Borrower agrees to
indemnify and hold the Lender and any Person acting on behalf of the Lender
harmless from and against any claims or commission, finder's fees and other
payments, no matter how described, and against any and all costs and expenses
including, without limitation, attorneys' fees relating to any such claim.

     Section 3.2 Index, Descriptive Headings. The descriptive headings of the
several Sections and Articles of this Third Amendment are inserted for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Third Amendment. In the preparation of this Third
Amendment indistinguishable contributions were made by representatives of both
the Lender and the Borrower, and each of the Lender and the Borrower waives any
and all rights, either at law or in equity, to have the provisions of this Third
Amendment interpreted in favor of one over the other based on a claim that
representatives of one or the other were the principal draftsmen thereof.

     Section 3.3 No Further Modifications. Except as modified herein, all of the
terms and conditions of the Agreement, as modified by the First Amendment and
the Second Amendment, shall remain in full force and effect and, as modified
hereby, the

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<PAGE>

Lender and the Borrower confirm and ratify all of the terms, covenants and
conditions of the Agreement in all respects.

     Section 3.4 Survival of Representations and Warranties; Reliance. All
representations and warranties contained in this Third Amendment shall survive
the execution and delivery of this Third Amendment and the making of the Loan
and shall be considered to have been relied upon by the Lender regardless of any
investigation made by or on behalf of it.

     Section 3.5 Enforceability. Any provision of this Third Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the Borrower hereby waives any provisions of law which
renders any provision hereof prohibited or unenforceable in any respect.

     Section 3.6 Benefit of Agreement. This Third Amendment shall be binding
upon, inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto. Except as expressly provided otherwise in
this Third Amendment, any assignment shall not release the Borrower from any
obligations or liabilities hereunder. The Lender's interests under the
Transaction Documents shall be freely assignable and transferable. No party
other than the parties hereto and their permitted assigns shall be deemed to
have any benefits or obligations under this Third Amendment.

     Section 3.7 Governing Law. This Third Amendment shall be governed by the
internal laws of the State of New York without regard to choice of law
principles.

     Section 3.8 JURISDICTION AND SERVICE; WAIVER OF JURY TRIAL. EACH OF THE
GENERAL PARTNER AND THE BORROWER HEREBY (I) IRREVOCABLY CONSENTS AND SUBMITS
ITSELF AND ACKNOWLEDGES AND RECOGNIZES THE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR PURPOSES OF ANY ACTION ARISING
OUT OF, UNDER, OR IN CONNECTION WITH, RELATING TO, OR BASED UPON ANY TRANSACTION
DOCUMENT, INCLUDING THIS THIRD AMENDMENT, OR THE SUBJECT MATTER HEREOF OR
THEREOF, (II) AGREES THAT SUCH COURTS SHALL BE THE SOLE AND EXCLUSIVE COURTS AND
FORUMS FOR THE PURPOSE OF ANY SUCH ACTION AND (III) WAIVES AND AGREES NOT TO
ASSERT, AS A DEFENSE OR OTHERWISE, IN ANY SUCH ACTION, ANY CLAIM THAT SUCH
COURTS DO NOT HAVE JURISDICTION OVER IT OR THAT SUCH ACTION IS BROUGHT IN AN
INCONVENIENT FORUM; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL
LIMIT, IN ANY MANNER, THE RIGHT OF THE LENDER TO INSTITUTE OR TAKE ANY ACTION IN
ANY COURT IN ANY JURISDICTION FOR THE PURPOSE OF PROTECTING, PRESERVING OR
REALIZING UPON ANY COLLATERAL, IF ANY, SECURING THE DEBT OR

                                       9
<PAGE>

ENFORCING ANY JUDGMENT OBTAINED BY IT IN CONNECTION WITH ANY TRANSACTION
DOCUMENT, INCLUDING THIS THIRD AMENDMENT, OR THE SUBJECT MATTER HEREOF OR
THEREOF. EACH OF THE GENERAL PARTNER, THE BORROWER AND THE LENDER HEREBY WAIVES
ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, RELATING TO, OR BASED UPON ANY TRANSACTION DOCUMENT, INCLUDING
THIS THIRD AMENDMENT, OR THE SUBJECT MATTER HEREOF OR THEREOF, AND AGREES THAT
PROCESS IN ANY SUCH ACTION, IN ADDITION TO ANY OTHER METHOD PERMITTED BY LAW,
MAY BE SERVED UPON IT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
ADDRESSED TO THE GENERAL PARTNER OR THE BORROWER OR THE LENDERAT THE ADDRESS
DESIGNATED BY THE BORROWER AND THE LENDER IN SECTION 3.10 HEREOF, AND SUCH
SERVICE SHALL BE DEEMED EFFECTIVE AS IF PERSONAL SERVICE HAD BEEN MADE UPON IT
WITHIN NEW YORK COUNTY.

     Section 3.9 Conflicting Terms. In the event of any direct conflict between
any provision of this Third Amendment and any provision of any other Transaction
Document, this Third Amendment shall govern; provided, however, that (a)
notwithstanding the foregoing, the remedies contained in the Mortgages and any
other Transaction Document shall govern in the event of any direct conflict with
any remedy contained in this Third Amendment, and (b) the parties intend that
the terms and provisions of each of the Transaction Documents be given full
effect, and, accordingly, the provisions of the other Transaction Documents, to
the fullest extent possible, shall be construed to be additional and
supplementary to, and not in conflict with or in derogation of, the provisions
of this Third Amendment.

     Section 3.10 Notices. In accordance with Section 9.1 of the Agreement, the
Lender and the Borrower each notify the other that notices given under the
Agreement shall henceforth be given at the addresses set forth below:

          If to Lender:

          LaSalle Bank National Association, as Trustee
          135 S. LaSalle Street, Suite 1625
          Chicago, Illinois 60603-4159
          Attention:  Administrator for ASC Nomura 1997-MD VII

          With copies to:

          Pacific Life Insurance Company
          700 Newport Center Drive
          Newport Beach, California 92660
          Attention: Wendy Balden

          and:


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<PAGE>

          Clarion Partners, LLC
          230 Park Avenue, 12th Floor
          New York, New York 10169
          Attention: Michael O'Brien

          If to Borrower:

          Fairfield Inn by Marriott Limited Partnership
          c/o Winthrop Financial Associates
          Suite 214
          100 Jericho Quadrangle
          Jericho, New York 11753
          Attention: Peter Braverman

          With copies to:

          Post & Heymann LLP
          100 Jericho Quadrangle, Suite 214
          Jericho, New York 11753
          Attention: William Post, Esq.

     Section 3.11 Counterparts. This Third Amendment may be executed in any
number of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument.

     Section 3.12 Relationship of Parties. The relationship of the Borrower to
the Lender is strictly and solely that of borrower and lender and mortgagor and
mortgagee and nothing contained in any Transaction Document, including this
Third Amendment, is intended to create, or shall in any event or under any
circumstance be construed as creating, a partnership, joint venture,
tenancy-in-common, joint tenancy or other relationship of any nature whatsoever
between the Borrower and the Lender other than as borrower and lender and
mortgagor and mortgagee. The Borrower acknowledges that (a) Lender engages in
the business of real estate financings and other real estate transactions and
investments which may be viewed as adverse to or competitive with the business
of the Borrower or its Affiliates, (b) it is represented by competent counsel
and has consulted counsel before executing this Third Amendment and (c) it shall
rely solely on its own judgement and advisors in entering into the transactions
contemplated hereby without relying in any manner on any statements,
representations or recommendations of the Lender.



                   [balance of page intentionally left blank]



                                       11
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     IN WITNESS WHEREOF, this Third Amendment to Loan Agreement is executed as
of the date first set forth above.


                                        LENDER:

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        a national banking association, not in
                                        its individual capacity but solely as
                                        Trustee

                                        By:  Clarion Partners LLC, as Special
                                             Servicer, its Attorney-in-Fact



                                             By:
                                                -------------------------
                                                Name:
                                                Title:


                                        BORROWER:

                                        FAIRFIELD INN BY MARRIOTT LIMITED
                                        PARTNERSHIP, a Delaware limited
                                        partnership

                                        By:  AP-Fairfield GP, LLC, a Delaware
                                             limited liability company, its
                                             general partner


                                             By:  AP-Fairfield Manager Corp.,
                                                  its manager


                                                  By:
                                                     ------------------------
                                                     Name:
                                                     Title:


                                       12
<PAGE>

                                    EXHIBIT A
                           LIQUIDATION RELEASE PRICES


------------------------------------------------------------------------

Liquidation Release Property                                Liquidation
----------------------------                                -----------
                                                          Release Price
                                                          -------------
Atlanta Airport                                              $2,000,000
Atlanta Gwinett                                              $2,100,000
Atlanta Northlake                                            $1,200,000
Atlanta Northwest                                            $1,100,000
Atlanta Peachtree Corners                                    $1,600,000
Birmingham-Homewood                                          $1,400,000
Bloomington / Normal                                         $2,900,000
Buena Park                                                   $1,000,000
Charlotte Northeast                                            $650,000
Cleveland Airport                                            $2,900,000
Columbus North                                               $1,500,000
Dayton North                                                 $2,400,000
Des Moines                                                   $1,800,000
Detroit Metro Airport                                        $3,800,000
Detroit / Auburn Hills                                       $3,400,000
Detriot / Troy / Madison Heights                             $3,600,000
Detroit / Warren                                             $2,100,000
Detroit / West Canton                                        $3,500,000
Durham                                                       $2,600,000
Fayetteville                                                 $4,300,000
Florence                                                     $3,900,000
Gainesville                                                  $1,400,000
Greensboro                                                   $3,300,000
Greenville                                                   $2,200,000
Hampton                                                      $3,700,000
Hilton Head                                                  $2,800,000
Indianapoils /  Castleton                                    $2,100,000
Indianapolis / College Park                                  $2,200,000
Johnson City                                                 $1,700,000
Kalamazoo                                                    $2,700,000
Kansas City / Merriam                                        $2,200,000
Kansas City / Overland Park                                  $3,400,000
Madison -Wisconsin                                           $1,900,000
Miami West                                                   $1,900,000


                                       13
<PAGE>

Milwaukee / Brookfield                                       $3,700,000
Orlando / I-Drive                                            $3,700,000
Orlando South                                                $1,400,000
Peoria                                                       $3,900,000
Placentia / Anaheim                                          $5,100,000
Raleigh / Northeast                                          $1,700,000
Rockford                                                     $2,300,000
Savannah                                                     $2,400,000
St. Louis / Hazelwood                                        $2,200,000
Toledo / Holland Airport                                     $3,400,000
Virginia Beach                                               $4,900,000
Wilmington East                                              $2,700,000

TOTALS                                                     $118,650,000

------------------------------------------------------------------------




                                       14
<PAGE>


                                    EXHIBIT B
                          LIQUIDATION FEES TO BORROWER

-------------------------------------------------------------
            Date                      Incentive Fee Base
            ----                      ------------------
      October 1, 2003                       $118,650,000
      November 1, 2003                      $118,650,000
      December 1, 2003                      $118,650,000
      January 1, 2004                       $118,650,000
      February 1, 2004                      $118,650,000
       March 1, 2004                        $118,650,000
       April 1, 2004                        $118,650,000
        May 1, 2004                         $118,650,000
        June 1, 2004                        $118,650,000
        July 1, 2004                        $118,650,000
       August 1, 2004                       $118,650,000
     September 1, 2004                      $118,650,000
      October 1, 2004                       $119,243,250
      November 1, 2004                      $119,839,466
      December 1, 2004                      $120,438,664
      January 1, 2005                       $121,040,857
      February 1, 2005                      $121,646,061
       March 1, 2005                        $122,254,291
       April 1, 2005                        $122,967,442
-------------------------------------------------------------

The Borrower shall be paid a base fee of $65,217 per Liquidation Release
Property at the closing of each Liquidation Release Property sale. The
cumulative base fee for all of the Liquidation Release Properties is $3,000,000.
If the Liquidation Release Properties are sold by the dates set forth in the
above table, the Borrower shall also be paid an incentive fee of 10% times the
positive difference, if any, of the aggregate Net Liquidation Price received for
all of the Liquidation Release Properties less the "Incentive Fee Base" set
forth in the above table and as determined in accordance with Section 2.8(c);
provided, however, that the Incentive Base Fee amounts shall be increased by all
amounts advanced after the date hereof by the Lender under the Transaction
Documents other than advances of principal and interest. For example, if the
last Liquidation Release Property is sold after December 1, 2004 but prior to
January 1, 2005, and the aggregate Net Liquidation Price received for all of
Liquidation Release Properties is $122,000,000, then the incentive fee would be
$95,914.30 [i.e., ($122,000,000 minus $121,040,857) * 10%].


                                       15


</TEXT>
</DOCUMENT>
