exh_10-1.htm


    
      

    

     

    Exhibit
10.1

    


    


     

    PLEDGE
AGREEMENT

     

    This
PLEDGE AGREEMENT (this
“Agreement”),
dated as of October 13, 2009, among FELCOR HOLDINGS TRUST, a Massachusetts
business trust (the “LP Assignor”),
FELCOR LODGING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), FELCOR
CANADA HOLDING, L.P., a Delaware limited partnership, FELCOR/CSS HOTELS, L.L.C.,
a Delaware limited liability company, FELCOR TRS HOLDINGS, L.L.C., a Delaware
limited liability company, FELCOR TRS BORROWER GP 1, L.L.C., a Delaware
limited liability company, FELCOR HOTEL ASSET COMPANY, L.L.C., a Delaware
limited liability company (the “Subsidiary Assignors”
and together with the LP Assignor and the Partnership each an “Assignor” and
collectively, the “Assignors”), and
FELCOR LODGING TRUST INCORPORATED, a Maryland corporation (“FelCor” and together
with the Partnership, the “Companies”), in favor
of U.S. BANK NATIONAL ASSOCIATION, in its capacity as Collateral Agent for the
Secured Parties (as defined below) (the “Assignee”).

     

    WHEREAS, the LP Assignor
is the legal and beneficial owner of certain units of limited partner interests
of the Partnership, as more particularly described on Exhibit A attached hereto
(the “Issuer LP
Units”);

     

    WHEREAS, the Partnership and
the Assignors are the legal and beneficial owners of the ownership interests of
those certain Subsidiaries (each a “Subsidiary” and
collectively, the “Subsidiaries”) more
particularly described on Exhibit B attached hereto (the “Subsidiary Ownership
Interests”);

     

    WHEREAS, the Companies and
certain other parties have entered into the Indenture dated as of
October 31, 2006 with respect to the Senior Secured Floating Rate Notes due
2011 (the “Floating
Rate Notes”) (such agreement, as modified to date and as further amended,
modified, or amended and restated, the “Floating Rate
Indenture”);

     

    WHEREAS, FelCor Escrow
Holdings, L.L.C. (“Escrow Subsidiary”)
and U.S. Bank National Association as trustee  and collateral agent
(the “Trustee”)
have entered into that certain Indenture (as defined below) dated as of October
1, 2009 with respect to Escrow Subsidiary’s 10% Senior Secured Notes due 2014
(together with any additional Notes issued pursuant to the Indenture from time
to time and the Exchange Notes (as such term is defined in the Indenture),
collectively, the “Notes”);

     

    WHEREAS, the Partnership,
FelCor, the LP Assignor, the subsidiary guarantors and the Trustee have executed
a second supplemental indenture to the Indenture dated as of October 13, 2009
(the “Second
Supplemental Indenture”), by which the Partnership has assumed the rights
and obligations of Escrow Subsidiary under the Indenture (the Indenture, as
modified by a first supplemental indenture dated as of October 12, 2009, the
Second Supplemental Indenture, and as further amended, supplemented or otherwise
modified, the “Indenture”);

     

    WHEREAS, it is a requirement
under the Indenture that the Assignors execute and deliver to the Assignee a
pledge agreement in substantially the form hereof so that the Notes and related
guarantees issued under the Indenture shall be secured by the Collateral (as
defined below) that is granted to secure the Secured Obligations (as defined
below) under the Indenture; and

     


    
      
         


      

      
        
          

        

      

      
         


      

    


    


    WHEREAS, the Assignors and the
Companies are part of a group of related companies, and the Assignors have
received and/or expect to receive substantial direct and indirect benefits from
the loans and extensions of credit to the Companies pursuant to the Indenture
(which benefits are hereby acknowledged);

     

    NOW, THEREFORE, in consideration of the
premises contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

     

    1.   DEFINITIONS.

     

    All terms
not specifically defined herein, which terms are defined in the Uniform
Commercial Code as in effect in the State of New York, shall have the meanings
assigned to them therein.  The following terms shall have the
following meanings herein:

     

    Assigned
Interests.  See § 2.1 hereof.

     

    Assignee.  See
preamble.

     

    Assignors.  See
preamble.

     

    Assignor Organizational
Documents.  The charter, bylaws, partnership agreements or
other constitutive documents of each of the Assignors.

     

    Business
Day.  Any day on which banks are open for business in New York,
New York.

     

    Cash
Collateral.  See § 4.2.

     

    Cash Collateral
Account.  See § 4.2.

     

    Collateral.  The
Assigned Interests, the Cash Collateral, the Cash Collateral Account, and all
other property now or hereafter pledged or assigned to the Assignee by the
Assignors hereunder, and all income therefrom, increases therein and proceeds
thereof.

     

    Collateral
Documents.                                           As
defined in the Indenture.

     

    Companies.  See
preamble.

     

    Event of
Default.  As defined in the Indenture.

     

    FelCor.  See
preamble.

     

    Floating Rate
Indenture.  See preamble.

     

    Indenture.  See
preamble.

     

    Issuer LP
Units.  See preamble.

     


    
      
         


      

      
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    Issuer Partnership
Agreement.  The Second Amended and Restated Agreement of
Limited Partnership dated as of December 31, 2001, as amended by Addendum
No. 1 (and the annexes thereto), Addendum No. 2, Addendum No. 3,
Addendum No. 4, First Amendment dated as of April 1, 2002, Second Amendment
dated as of August 31, 2002, Third Amendment dated as of October 1, 2002, Fourth
Amendment dated as of July 1, 2003, Fifth Amendment dated as of April 2, 2004,
Sixth Amendment dated as of August 23, 2004, Seventh Amendment dated as of April
7, 2005, and Eighth Amendment dated as of August 30, 2005, as the same may be
further amended or amended and restated from time to time.

     

    LP Assigned
Interests.  See § 2.1.

     

    LP Assignor.  See
preamble.

     

    Noteholders.  As
defined in the Indenture.

     

    Organizational
Documents.  The Issuer Partnership Agreement and the Subsidiary
Organizational Documents.

     

    Ownership
Interests.  The Issuer LP Units and the Subsidiary Ownership
Interests.

     

    Partnership.  See
preamble.

     

    Secured
Obligations.  (i) all obligations, liabilities and indebtedness
(including, without limitation, principal, premium, interest (including, without
limitation, all interest that accrues after the commencement of any case,
proceeding or other action relating to the bankruptcy, insolvency,
reorganization or similar proceeding of any Company or any Assignor at the rate
provided for in the respective documentation, whether or not such claim for
post-petition interest is allowed in any such proceeding)) owing to the
Collateral Agent, the Trustee and the Noteholders, pursuant to the Notes, under
the Indenture, the Notes and the Collateral Documents and the due performance
and compliance by the Companies and the Assignors with all of the terms,
conditions and agreements contained in the Notes, the Indenture and the
Collateral Documents; (ii) any and all sums advanced by the Collateral Agent in
accordance with the Indenture or any of the Collateral Documents in order to
preserve the Collateral or preserve its security interest in the Collateral; and
(iii) in the event of any proceedings for the collection or enforcement of
any indebtedness, obligations, or liabilities of the Companies and the Assignors
referred to in clause (i) above, the reasonable expenses of retaking, holding,
preparing for sale or lease, selling or otherwise disposing of or realizing on
the Collateral, or of any exercise by the Collateral Agent of its rights
hereunder, together with reasonable attorneys’ fees and court
costs.

     

    Secured
Parties.  The Collateral Agent, the Trustee and the
Noteholders.

     

    Subsidiary.  See
preamble.

     

    Subsidiary Assigned
Interests.  See § 2.1.

     

    Subsidiary
Assignor.  See preamble.

     

    Subsidiary Organizational
Documents.  The charter, bylaws, partnership agreements or
other constitutive documents of the Partnership and each Subsidiary listed on
Exhibit B whose ownership interests are being pledged under this
Agreement.

     


    
      
         


      

      
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    Subsidiary Ownership
Interests.  See preamble.

    


    Time
Deposits.  See § 4.2.

     

    Trustee.  U.S
Bank National Association in its capacity as Trustee under the
Indenture.

     

    2.   PLEDGE.

     

    2.1.           Grant of
Security Interest.  (i)  The
LP Assignor hereby pledges, grants a security interest in, mortgages, and
collaterally assigns and transfers to the Assignee, for the benefit of the
Secured Parties, as security for the payment and performance in full when due of
all of the Secured Obligations, all the right, title and interest of the LP
Assignor in and to the Issuer LP Units, directly or indirectly, wherever located
and whether now owned or hereafter acquired or arising, including, without
limitation, (a) all payments or distributions, whether in cash, property or
otherwise, at any time owing or payable to the Assignor on account of its
interest as a limited partner in the Partnership, (b) all of the
LP Assignor’s rights and interests as a limited partner under the Issuer
Partnership Agreement, including all voting rights and all rights to grant or
withhold consents or approvals in its capacity as a limited partner, (c) all
rights as a limited partner of access and inspection to and use of all books and
records, including computer software and computer software programs, of the
Partnership, (d) all other rights, interests, property or claims to which the LP
Assignor may be entitled in its capacity as a limited partner of the
Partnership, and (e) all proceeds and products of any of the foregoing (all of
the foregoing rights, title and interest described in the foregoing clauses (a)
through (e) being herein referred to collectively as the “LP Assigned
Interests”).

     

    (ii)           The
Partnership and each Subsidiary Assignor hereby pledges, grants a security
interest in, mortgages, and collaterally assigns and transfers to the Assignee,
for the benefit of the Secured Parties, as security for the payment and
performance in full when due of all of the Secured Obligations, all the right,
title and interest of the Partnership and each Subsidiary Assignor in and to the
Subsidiary Ownership Interests listed opposite its name on Exhibit B, wherever
located and whether now owned or hereafter acquired or arising, including,
without limitation, (a) all payments or distributions, whether in cash, property
or otherwise, at any time owing or payable to the Partnership and each
Subsidiary Assignor on account of its interest as an equityholder, general
partner, limited partner or member of the Subsidiary Ownership Interests, (b)
all of the Partnership’s and each Subsidiary Assignor’s rights and interests as
an equityholder, general partner, limited partner or member of the Subsidiary
Ownership Interests, including all voting rights and all rights to grant or
withhold consents or approvals in its capacity as an equityholder, general
partner, limited partner or member, (c) all rights as an equityholder, general
partner, limited partner or member of access and inspection to and use of all
books and records, including computer software and computer software programs,
of the Subsidiaries, (d) all other rights, interests, property or claims to
which the Partnership and each Subsidiary Assignor may be entitled in its
capacity as an equityholder, general partner, limited partner or member of the
Subsidiaries, and (e) all proceeds and products of any of the foregoing (all of
the foregoing rights, title and interest described in the foregoing clauses (a)
through (e) being herein referred to collectively as the “Subsidiary Assigned
Interests” and together with the LP Assigned Interests, the “Assigned
Interests”).

     

    2.2.           Pledge of
Cash Collateral Account.  The Assignors
also hereby pledge and assign to the Assignee, for the benefit of the Secured
Parties, and grant to the Assignee, for the benefit of the Secured Parties, a
security interest in, the Cash Collateral Account and all of the Cash
Collateral, subject to the terms of this Agreement.

     


    
      
         


      

      
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    2.3.           Waiver of
Certain Organizational Document Provisions.  Each Assignor
irrevocably waives any and all provisions of the Organizational Documents that
(a) prohibit, restrict, condition or otherwise affect the grant hereunder of any
lien, security interest or encumbrance on any of the Collateral or any
enforcement action which may be taken in respect of any such lien, security
interest or encumbrance, or (b) otherwise conflict with the terms of this
Agreement.

     

    2.4.           Authorization
to File Financing Statements.  The Assignors
hereby authorize the Assignee to file in the applicable Uniform Commercial Code
filing offices financing statements naming the applicable Assignor as the debtor
and indicating the Collateral as the collateral.  Such financing
statements may indicate some or all of the collateral on such financing
statements, whether specifically or generally.

     

    2.5.           Tender of
Consents.  Each Assignor has
tendered to the Assignee the consent of any other equityholder, general partner,
limited partner or member of the Partnership or Subsidiary, as the case may be,
deemed necessary or appropriate by the Assignee for the consummation of the
transactions contemplated hereby.

     

    2.6.           Delivery
of Certificates.  The certificates
for the Issuer LP Units and the Subsidiary Ownership Interests, if any,
accompanied by appropriate instruments of assignment thereof duly executed in
blank by the applicable Assignors, have been delivered to the
Assignee.

     

    2.7.           Additional
Interests.  In case the
Assignors shall acquire any additional Ownership Interests (or any other
ownership interests exchangeable for or convertible into Ownership Interests),
whether by purchase, dividend, split or otherwise, then (i) such Ownership
Interests shall automatically be subject to the pledge, assignment and security
interest granted to the Assignee, for the benefit of the Secured Parties, under
this Agreement and the Assigned Interests shall include such additional
Ownership Interests and (ii) the Assignors shall deliver to the Assignee
forthwith any certificates therefor, accompanied by appropriate instruments of
assignment duly executed by the applicable Assignors in
blank, and the Assignee may update Exhibit A and/or B to reflect such additional
Ownership Interests. In any event, on the last day of each fiscal quarter, (a)
the Partnership and the Subsidiary Assignors shall update Exhibit B to reflect
the Ownership Interests then owned by the Partnership and the Subsidiary
Assignors, as applicable and (b) the LP Assignor shall update Exhibit A to
reflect any material changes, if any, in the Ownership Interests then owned by
the LP Assignor (and in any event the LP Assignor shall update Exhibit A to
reflect any changes in such Ownership Interests no later than the last day of
each fiscal year), and the applicable Assignors and the Assignee shall make
deliveries of the certificates for the Ownership Interests pledged under this
Agreement so that such certificates are reconciled with such updated Exhibit A
and/or B.

     

    2.8.           Intercreditor
Agreement.  In the event that
the Collateral Agent enters into any intercreditor agreement pursuant to the
terms of the Indenture, the provisions of this Agreement will be subject to the
provisions of such future intercreditor agreement.

     


    
      
         


      

      
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    2.9.           Limitation
of Security Interest. (i) The Assigned Interests will constitute
Collateral only to the extent that such Assigned Interests and other securities
can secure the Notes without Rule 3-16 of Regulation S-X under the
Securities Act of 1933 (or any other law, rule or regulation) requiring separate
financial statements to be filed with the Securities and Exchange Commission (or
any other governmental agency).  In the event that Rule 3-16 of
Regulation S-X under the Securities Act of 1933 requires or is amended, modified
or interpreted by the Securities and Exchange Commission to require (or is
replaced with another rule or regulation, or any other law, rule or regulation
is adopted, which would require) the filing with the Securities and Exchange
Commission (or any other governmental agency) of separate financial statements
due to the fact that such Assigned Interests and other securities secure the
Notes, then the applicable Assigned Interests and other securities shall
automatically be deemed not to be part of the Collateral (but only to the extent
necessary to not be subject to any such financial statement requirement and only
for so long as such financial statement requirement would otherwise have been
applicable).  In such event, this Agreement may be amended or
modified, without the consent of any Noteholder, to the extent necessary to
release the security interests in the applicable Assigned Interest and other
securities that are so deemed to no longer constitute part of the
Collateral.  Notwithstanding the foregoing, neither
FelCor Lodging Limited Partnership nor any subsidiary shall take any action
in the form of a reorganization, merger or other restructuring a principal
purpose of which is to provide for the release of the security interest on any
Assigned Interest pursuant to this Section 2.9.

     

    (ii)           In
the event that Rule 3-16 of Regulation S-X under the Securities Act of 1933
permits or is amended, modified or interpreted by the Securities and Exchange
Commission to permit (or its replaced with another rule or regulation, or any
other law, rule or regulation is adopted, which would permit) such applicable
Assigned Interest and other securities, which were excluded from Collateral
pursuant to clause (i) above, to secure the Notes in excess of the amount then
pledged without the filing with the Securities and Exchange Commission (or any
other governmental agency) of separate financial statements, then the applicable
Assigned Interest and other securities, which were excluded from Collateral
pursuant to clause (i) above, shall automatically be deemed to be a part of the
Collateral (but only to the extent that would not render them subject to any
such financial statement requirement).  In such event, this Agreement
may be amended or modified, without the consent of any Noteholder, to the extent
necessary to subject to the security interests under the Collateral Documents
such additional Assigned Interest and other securities.

    


    3.   REPRESENTATIONS, WARRANTIES
AND COVENANTS OF ASSIGNORS.

     

    3.1.           Representations
and Warranties.  Each Assignor
hereby represents and warrants to the Assignee as follows:

     

    (a)           (i)  The
Partnership is duly organized, validly existing, and in good standing under the
laws of the State of Delaware and all other jurisdictions where the Partnership
does business; the Issuer Partnership Agreement is in full force and effect; the
LP Assignor is a duly constituted partner of the Partnership pursuant to
the Issuer Partnership Agreement; the persons and entities listed as partners in
the Issuer Partnership Agreement and its related certificates and schedules are
the only partners of the Partnership; and the LP Assigned Interests are
validly issued, non-assessable and fully paid partnership interests in the
Partnership.

     

    (ii)           Each
Subsidiary is duly organized, validly existing, and in good standing under the
laws of the state of its jurisdiction and all other jurisdictions where such
Subsidiary does business; each Subsidiary Organizational Document is in full
force and effect; and the Subsidiary Assigned Interests are validly issued and
non-assessable.

     


    
      
         


      

      
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    (b)           Each
Assignor has full right, power and authority to enter into this Agreement
(including the provisions enabling the Assignee or its nominee, upon the
occurrence of an Event of Default, to exercise the voting or other rights
provided for herein), under the Assignor Organizational Documents and under
applicable law, without the consent, approval or authorization of, or notice to,
any other person, including any regulatory authority or any person having any
interest in the Ownership Interests, as the case may be, other than any consents
to this Agreement required to be given by any other equityholder, general
partner, limited partner or member under the Assignor Organizational Documents,
which consents, if any, have been duly received.

     

    (c)           The
execution, delivery, and performance of this Agreement and the transactions
contemplated hereby (i) have been duly authorized by all necessary corporate,
partnership, trust or limited liability company, as the case may be, proceedings
on behalf of each of the Assignors, (ii) do not conflict with or result in any
breach or contravention of any applicable law, regulation, judicial order or
decree to which any such Assignor is subject, (iii) do not conflict with or
violate any provision of the Assignor Organizational Documents, and (iv) do
not violate, conflict with, constitute a default or event of default under, or
result in any rights to accelerate or modify any obligations under any
agreement, instrument, lease, mortgage or indenture to which such Assignor is
party or subject, or to which any of its assets are subject.

     

    (d)           This
Agreement has been duly executed and delivered by each of the Assignors and is
the legal, valid, and binding obligation of the Assignors enforceable against
them in accordance with the terms hereof except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or
affecting generally the enforcement of creditors’ rights and except to the
extent that availability of the remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any case or
proceeding therefor may be brought.

     

    (e)           (i)  The
LP Assignor is the sole, direct, legal and beneficial owner of all LP
Assigned Interests, which LP Assigned Interests constitute at least 95% of the
common limited partnership interest in the Partnership, and has good and
marketable title thereto, free and clear of any lien, security interest,
mortgage or other encumbrance, other than the liens and security interest
granted to the Assignee hereunder; and the liens and security interests
hereunder constitute valid and perfected first priority liens and security
interests.

     

    (ii)           Each
Subsidiary Assignor is the sole, direct, legal and beneficial owner of all
Subsidiary Assigned Interests listed opposite its name on Exhibit B, and has
good and marketable title thereto, free and clear of any lien, security
interest, mortgage or other encumbrance, other than the liens and security
interest granted to the Assignee hereunder; and the liens and security interests
hereunder constitute valid and perfected first priority liens and security
interests.

     

    (f)           Each
Assignor’s type and jurisdiction of organization and such Assignor’s tax
identification number and organizational identification number, if such Assignor
has one, is set forth below the applicable Assignor’s signature to this
Agreement.  The Assignors’ principal place of business, chief
executive office, and the place where each Assignor records concerning the
Collateral are kept is located at 545 E. John Carpenter Freeway, Suite
1300, Irving, Texas 75002.

     


    
      
         


      

      
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    (g)           (i)  The
LP Assignor has no obligation to make any contribution, capital call or
other payment to the Partnership with respect to the LP Assigned
Interests.

     

    (ii)           No
Subsidiary Assignor has any obligation to make any contribution, capital call or
other payment to any of the Subsidiaries with respect to the Subsidiary Assigned
Interests.

     

    (h)           The
copy of each Organizational Document delivered or made available to the Assignee
is a true, correct and complete copy thereof, and no Organizational Document has
been amended or modified in any respect, except for such amendments or
modifications as are attached to the copy thereof delivered or made available to
the Assignee.

     

    (i)           The
partnership interest of the LP Assignor in the Partnership is not, and any
partnership interest or limited liability company interest of any Subsidiary
Assignor in any Subsidiary that is a partnership  or a limited
liability company are not, a security governed by Article 8 of the Uniform
Commercial Code of the jurisdiction in which the Partnership or such Subsidiary,
as applicable, is organized.

     

    3.2.           Covenants.  Each Assignor
covenants to the Assignee as follows:

     

    (a)           (i)  The
LP Assignor will not permit or agree to any amendment or modification of
the Partnership Agreement (except for ministerial or other non-substantive
amendments or modifications) as in effect on the date hereof (or other governing
document with respect to the Assigned Interests), or waive any rights or
benefits under the Partnership Agreement (or such other governing document),
without the prior written consent of the Assignee.

     

    (ii)           No
Subsidiary Assignor will permit or agree to any amendment or modification of the
Subsidiary Organization Documents (except for ministerial or other
non-substantive amendments or modifications) as in effect on the date hereof (or
other governing document with respect to the Subsidiary Assigned Interests), or
waive any rights or benefits under any of the Subsidiary Organization Documents
(or such other governing documents), without the prior written consent of the
Assignee, which consent may not be unreasonably withheld.

     

    (b)           Except
to the extent not permitted under the Indenture, the Collateral Documents or
otherwise, without the prior written consent of the Assignee, no Assignor will
sell, dispose of or assign, beneficially or of record, or grant, create, permit
or suffer any lien or encumbrance on, any of the Assigned Interests, or, with
respect to the LP Assignor or any Subsidiary Assignor that is a partner in
a Subsidiary that is a partnership, withdraw as a limited partner of the
Partnership or such Subsidiary, as applicable.

     

    (c)           Except
to the extent not permitted under the Indenture, the Collateral Documents or
otherwise, without the prior written consent of the Assignee, no Assignor shall
cast any vote or give or grant any consent, waiver or ratification or take any
other action which could reasonably be expected to (i) directly or indirectly
authorize or permit the dissolution, liquidation or sale of the Partnership or
any Subsidiary, whether by operation of law or otherwise, (ii) have the result
of materially and adversely affecting any of the Assignee’s rights under this
Agreement, (iii) violate the terms of this Agreement or the Indenture, (iv) have
the effect of impairing the validity, perfection or priority of the security
interest of the Assignee in any manner whatsoever, or (v) cause an Event of
Default.

     


    
      
         


      

      
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    (d)           Each
Assignor will comply in all material respects with all laws, regulations,
judicial orders or decrees applicable to the Collateral or any portion thereof,
and perform and observe its duties under the Organizational Documents applicable
to it, with respect to the Assigned Interests.

     

    (e)           Each
Assignor will (i) keep and maintain at its own cost and expense at its principal
place of business satisfactory and complete records of the Collateral including
a record of all payments received and all other dealings of a material nature
with the Collateral, and (ii) mark its books and records pertaining to the
Collateral and its books and records kept in its jurisdiction of organization to
evidence this Agreement and the liens and security interests granted
hereby.

     

    (f)           Each
Assignor will pay promptly when due any taxes, assessments, and governmental
charges or levies imposed upon the Collateral or in respect of its income or
profits therefrom, as well as all claims of any kind except that no such charge
need be paid if (i) the validity thereof is being diligently contested in good
faith by appropriate proceedings; (ii) such proceedings do not involve any
danger of the sale, forfeiture, or loss of any of the Collateral or any interest
therein; and (iii) such charge is adequately reserved against.

     

    (g)           The
Assignors will advise the Assignee promptly, in reasonable detail, of (i) any
lien, charge, claim or other encumbrance made or asserted in writing against any
of the Collateral; (ii) any material change in the composition of the
Collateral; (iii) the occurrence of any other event or condition which to its
knowledge would have a material effect on the validity, perfection or priority
of the liens and security interests granted hereunder; and (iv) any bankruptcy
or litigation case or proceeding relating to any of the Collateral.

     

    (h)           No
Assignor will (i) change its type or jurisdiction of organization or, if it has
one, its organizational identification number, (ii) change its principal place
of business or chief executive office or the location of the records concerning
the Collateral without giving prior written notice to the Assignee and taking
such actions as may be necessary or appropriate in the reasonable opinion of the
Assignee duly to perfect and continue the perfection of the Assignee’s first
priority lien and security interest in the Collateral pursuant to the laws of
any jurisdiction into which such place of business, chief executive office, or
records is or are transferred, and (iii) change its name in any matter that
might make any financing statement filed hereunder misleading or invalid unless
such Assignor shall have notified the Assignee thereof and taken all such
actions as may be necessary or appropriate in the reasonable opinion of the
Assignee to make any financing statement filed in favor of the Assignee not
misleading or invalid.

     

    (i)           (i)  The
LP Assignor shall do or cause to be done all things necessary to preserve,
renew and keep in full force and effect its legal existence and that of the
Partnership, the power and authority of each of the LP Assignor and the
Partnership to own its property and carry on its business, the qualification of
each of the LP Assignor and the Partnership to do business in its jurisdiction
of organization, and the qualification of each of the LP Assignor and the
Partnership to do business in each other jurisdiction where such qualification
is necessary except where the failure so to qualify would not have a material
adverse effect on the rights and interests of the Assignee
hereunder.

     


    
       

      
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    (ii)           Each
Subsidiary Assignor shall do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its legal existence, the power
and authority of such Subsidiary Assignor to own its property and carry on its
business, the qualification of such Subsidiary Assignor to do business in its
jurisdiction of organization, and the qualification of such Subsidiary Assignor
to do business in each other jurisdiction where such qualification is necessary
except where the failure so to qualify would not have a material adverse effect
on the rights and interests of the Assignee hereunder or except as is not
prohibited by the Indenture.

     

    (j)           Without
the prior written consent of the Assignee, no Assignor will cause or permit the
(i) limited partner interest of  the LP Assignor in the Partnership or
(ii) the partnership interest or limited liability company interest of any
Subsidiary Assignor in any Subsidiary that is a partnership  or
limited liability company to constitute a security governed by Article 8 of the
Uniform Commercial Code of the jurisdiction in which the Partnership or such
Subsidiary, as applicable, is organized.  If any such partnership
interest or such limited liability company interest at any time constitutes a
security governed by Article 8 of the Uniform Commercial Code of the
jurisdiction in which the Partnership or such Subsidiary, as applicable, is
organized, the applicable Assignor will, if it has not already done so,
forthwith obtain an agreement from the Partnership or any such Subsidiary, in
form and substance satisfactory to the Assignee, that the Partnership or any
such Subsidiary will comply with instructions of the Assignee as to the Assigned
Interests without further consent of any such Assignor.

     

    4.   RIGHTS OF
ASSIGNEE.

     

    4.1.           Assignee
Appointed Attorney-in-Fact.  The Assignors
hereby irrevocably constitute and appoint the Assignee, its successors and
assigns, its true and lawful attorney-in fact, with full power and authority and
with full power of substitution, at the expense of the Assignors, either in the
Assignee’s own name or in the name of the Assignors, at any time and from time
to time, in each case as the Assignee in its sole discretion may determine (i)
to take any and all appropriate action and to execute any and all documents and
instruments that may be necessary or desirable to accomplish the purposes of
this Agreement and (ii) upon the occurrence and during the continuance of an
Event of Default:

     

    (a)           to
take any action and execute any instruments that such attorney-in-fact may deem
necessary or advisable to accomplish the purposes hereof;

     

    (b)           to
ask, demand, collect, receive, receipt for, sue for, compound, and give
acquittance for any and all sums or properties that may be or become due,
payable, or distributable in respect of the Collateral or that constitute a part
thereof, with full power to settle, adjust, or compromise any claim thereunder
or therefor as fully as the Assignors could do;

     

    (c)           to
endorse or sign the name of the Assignors on all instruments given in payment or
in part payment thereof and all documents of satisfaction, discharge, or receipt
required or requested in connection therewith; and

     

    (d)           to
file or take any action or institute any case or proceeding that the Assignee
may deem necessary or appropriate to collect or otherwise realize upon any or
all of the Collateral, or effect a transfer thereof, or that may be necessary or
appropriate to protect and preserve the right, title, and interest of the
Assignee in and to the Collateral and the security intended to be afforded
hereby.

     


    
      
         


      

      
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    4.2.           Cash
Collateral Account.  Unless applied by
the Assignee to Secured Obligations then due and payable, all sums of money that
are paid to the Assignee pursuant to this Agreement with respect to the
Collateral shall be deposited into an interest bearing account with the Assignee
or another financial institution selected by the Assignee in its sole discretion
(the “Cash Collateral
Account”).  Some or all of the funds from time to time in the
Cash Collateral Account may be invested in time deposits, including certificates
of deposit issued by the Assignee or another financial institution selected by
the Assignee in its sole discretion (such certificates of deposit or other time
deposits being hereinafter referred to, collectively, as “Time Deposits”) that
are satisfactory to the Assignee, provided, in any such case, arrangements
satisfactory to the Assignee are made to perfect, and to ensure the first
priority of, its lien and security interest in such Time
Deposits.  Interest earned on the Cash Collateral Account and on the
Time Deposits, and the principal of the Time Deposits at maturity that is not
invested in new Time Deposits, shall be deposited in the Cash Collateral
Account.  The Cash Collateral Account, all sums from time to time
standing to the credit of the Cash Collateral Account, any and all Time
Deposits, any and all instruments or other writings evidencing Time Deposits,
and any and all proceeds of any thereof are hereinafter referred to as the
“Cash
Collateral.”  If the Cash Collateral Account is not maintained
with the Assignee, the Assignors shall, at the Assignee’s request and option,
pursuant to an agreement in form and substance satisfactory to the Assignee,
either (a) cause the depositary bank with which the Cash Collateral Account is
maintained to agree to comply at any time with instructions from the Assignee to
such depositary bank directing the funds comprising the Cash Collateral, without
further consent of the Assignee, or (b) arrange for the Assignee to become the
customer of such depositary bank with respect to the Cash Collateral
Account.

     

    4.3.           Distributions,
Conversion, Voting, etc.  So long as no
Event of Default shall have occurred and be continuing, the Assignors shall be
entitled to:

     

    (a)           receive
all cash and other distributions paid in respect of the Assigned Interests, not
authorized or made in violation of the Indenture;

     

    (b)           exercise
any voting rights relating to the Assigned Interests; and

     

    (c)           give
consents, waivers, approvals, and ratifications in respect of the Assigned
Interests.

     

    All such
rights of the Assignors to receive cash and other distributions shall cease if
an Event of Default shall have occurred and be continuing, except to the extent
permitted under the Indenture, and in each such case the Assignors shall (i) at
the request of the Assignee, issue appropriate instructions that any such
distributions be paid directly to the Assignee or to such account as the
Assignee may designate, and (ii) hold in trust for the Assignee and immediately
pay over to the Assignee any such distributions received by the Assignors,
except in each case to the extent permitted under the Indenture.  All
such rights of the Assignors referred to in clauses (b) and (c) shall, at the
Assignee’s sole option, as evidenced by the Assignee’s notifying the Assignors
in writing of its exercise of such option, cease in case an Event of Default
shall have occurred and be continuing.

     


    
      
         


      

      
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    4.4.           No
Assignment of Duties.  This Agreement
constitutes an assignment of the Assigned Interests and the other Collateral
only and not an assignment of any duties or obligations of the Assignors with
respect thereto, and by its acceptance hereof and whether or not the Assignee
shall have exercised any of its rights or remedies hereunder, the Assignee does
not undertake to perform or discharge, and shall not be responsible or liable
for the performance or discharge of, any such duties or responsibilities,
including, without limitation, for capital calls.  The Assignors agree
that, notwithstanding the exercise by the Assignee of any of its rights
hereunder, the Assignors shall remain liable for the full and prompt performance
of all of the Assignors’ obligations and liabilities under the Organizational
Documents.  Under no circumstances shall the Assignee or any holder of
any of the Secured Obligations as such be deemed to be a partner of the
Partnership or any Subsidiary that is a partnership by virtue of the provisions
of this Agreement unless expressly agreed to in writing by the
Assignee.  Without limiting the generality of the foregoing, the
Assignee shall have no partnership fiduciary duty to the LP Assignor or any
Subsidiary Assignor that is a partner in such Subsidiary, whether by virtue of
the security interests and liens hereunder, or any enforcement action in respect
of such security interests and liens, unless and until the Assignee is admitted
to the Partnership or any such Subsidiary a substitute partner after exercising
enforcement rights under § 9-610 or § 9-620 of the Uniform Commercial
Code in effect in the State of New York, or otherwise.

     

    5.   [INTERNATIONALLY
OMITTED]

     

    6.   REMEDIES.

     

    6.1.           Remedies.  During the
continuance of an Event of Default, the Assignee shall have, in addition to the
rights, powers and authorizations to collect the sums assigned hereunder, all
rights and remedies of a secured party under the Uniform Commercial Code and
under other applicable law with respect to the Assigned Interests and any other
Collateral hereunder, including, without limitation, the following rights and
remedies:

     

    (a)           if
the Assignee so elects and gives written notice of such election to the
Assignors, the Assignee may, in its sole discretion, (i) exercise any voting
rights relating to the Assigned Interests (whether or not the same shall have
been transferred into its name or the name of its nominee or nominees) for any
lawful purpose, including for the amendment or modification of (x) the
Issuer Partnership Agreement or other governing documents or the liquidation of
the assets of the Partnership and (y) the Subsidiary Organizational
Documents, (ii) give all consents, waivers, approvals, and ratification in
respect of such Assigned Interests, and (iii) otherwise act with respect thereto
as though it were the outright owner thereof (the Assignors hereby irrevocably
constituting and appointing the Assignee the proxy and attorney-in-fact of the
Assignors, with full power and authority of substitution, to do
so);

     

    (b)           the
Assignee may, in its sole discretion, demand, sue for, collect, compromise, or
settle any rights or claims in respect of any Collateral, as attorney-in-fact
pursuant to § 4.1 or otherwise;

     


    
      
         


      

      
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    (c)           (i)
the Assignee may, in its sole discretion, sell, resell, assign, deliver, or
otherwise dispose of any or all of the Collateral, for cash or credit or both
and upon such terms, in such manner, at such place or places, at such time or
times, and to such persons or entities as the Assignee thinks expedient, all
without demand for performance by the Assignors or any notice or advertisement
whatsoever except as expressly provided herein or as may otherwise be required
by applicable law; and (ii) at the time of any such sale or other disposition,
the Assignee or its nominee or any purchaser of the Collateral at a foreclosure
sale may, in its sole discretion, cause the Partnership or any Subsidiary that
is a partnership to make an election under § 754 of the Internal Revenue
Code as to the basis of any LP Assigned Interest or Subsidiary Assigned
Interest that is an interest in a partnership being sold or otherwise disposed
of;

     

    (d)           the
Assignee may, in its sole discretion, cause all or any part of the Assigned
Interests held by it to be transferred into its name or the name of its nominee
or nominees; and

     

    (e)           the
Assignee may, in its sole discretion, set off against the Secured Obligations or
place an administrative hold or freeze on any and all sums deposited with it or
held by it, including any sums standing to the credit of the Cash Collateral
Account and any Time Deposits issued by the Assignee, with any withdrawal
penalty relating to Time Deposits being an expense of collection.

     

    6.2.           Remedies
Not Exclusive.  No single or
partial exercise by the Assignee of any right, power or remedy hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy.  Each right, power and remedy herein
specifically granted to the Assignee or otherwise available to it shall be
cumulative, and shall be in addition to every other right, power, and remedy
herein specifically given or now or hereafter existing at law, in equity, or
otherwise.  Each such right, power and remedy, whether specifically
granted herein or otherwise existing, may be exercised at any time and from time
to time and as often and in such order as may be deemed expedient by the
Assignee in its sole discretion.

     

    6.3.           Public
Sale.  In the event of
any sale or other disposition of the Collateral as provided in § 6.1(c),
the Assignee shall give to the Assignors at least five (5) Business Days’ prior
written notice of the time and place of any public sale or other disposition of
the Collateral or of the time after which any private sale or any other
disposition is to be made.  Each Assignor hereby acknowledges that
five (5) Business Days’ prior authenticated notice of such sale or other
disposition or sales or other dispositions shall be reasonable
notice.  The Assignee may enforce its rights hereunder without any
other notice and without compliance with any other condition precedent now or
hereafter imposed by law, regulation, judicial order or decree or otherwise (all
of which are hereby expressly waived by each of the Assignors, to the fullest
extent permitted by law).  The Assignee may buy any part or all of the
Collateral at any public sale or other disposition and if any part or all of the
Collateral is of a type customarily sold or otherwise disposed of in a
recognized market or is of a type which is the subject of widely-distributed
standard price quotations, the Assignee may buy at private sale or other
disposition and may make payments thereof by any means.  The Assignee
may apply the cash proceeds actually received from any sale or other disposition
to the reasonable expenses of retaking, holding, preparing for sale, selling,
and the like, to reasonable attorneys’ fees, travel, and all other expenses
which may be incurred by the Assignee in attempting to collect the Secured
Obligations or to enforce this Agreement or in the prosecution or defense of any
case or proceeding related to this Agreement, and then to the Secured
Obligations in accordance with the requirements of this Agreement.

     


    
      
         


      

      
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    6.4.           Private
Sale.  Each Assignor
recognizes that the Assignee may be unable to effect a public sale or other
disposition of the Collateral by reason of the lack of a ready market for the
Collateral, of the limited number of potential buyers of the Collateral or of
certain prohibitions contained in the Securities Act of 1933, state securities
laws, and other applicable laws, and that the Assignee may be compelled to
resort to one or more private sales or other dispositions thereof to a
restricted group of purchasers.  Each Assignor agrees that any such
private sales or other dispositions may be at prices and other terms less
favorable to the seller than if sold at public sales or other dispositions and
that such private sales or other dispositions shall not solely by reason thereof
be deemed not to have been made in a commercially reasonable
manner.  The Assignee shall be under no obligation hereunder or
otherwise (except as provided by applicable law) to delay a sale or other
disposition of any of the Collateral for the period of time necessary to permit
the registration of such securities for public sale or other public disposition
under the Securities Act of 1933 and applicable state securities
laws.  Any such sale or other disposition of all or a portion of the
Collateral may be for cash or on credit or for future delivery and may be
conducted at a private sale or other disposition where the Assignee or any other
person or entity may be the purchaser of all or part of the Assigned Interests
so sold or otherwise disposed of.  Each Assignor agrees that to the
extent notice of sale or other disposition shall be required by law, at least
five (5) Business Days’ prior notice to the applicable Assignor of the time and
place after which any private sale is to be made shall constitute reasonable
notification.  Subject to the foregoing, the Assignee agrees that any
sale or other disposition of the Assigned Interests shall be made in a
commercially reasonable manner.  The Assignee shall incur no liability
as a result of the sale or other disposition of any of the Collateral, or any
part thereof, at any private sale which complies with the requirements of this
§ 6.4.  Each Assignor hereby waives, to the extent permitted by
applicable law, any claims against the Assignee arising by reason of the fact
that the price at which any of the Collateral, or any part thereof, may have
been sold or otherwise disposed of at such private sale was less than the price
that might have been obtained at a public sale or other public disposition, even
if the Assignee accepts the first offer deemed by the Assignee in good faith
deemed to be commercially reasonable under the circumstances and does not offer
any of the Collateral to more than one offeree.

     

    6.5.           Title.  Nothing contained
in this Agreement shall be construed to require the Assignee to take any action
with respect to the Assigned Interests, whether by way of foreclosure or
otherwise and except as required by the Partnership Agreement or other
partnership agreement of any Subsidiary that is a partnership, in order to
permit the Assignee to become a substitute limited partner of the Partnership
under the Partnership Agreement or substitute partner of any Subsidiary that is
a partnership under the partnership agreement governing such
Subsidiary.

     

    6.6.           Priorities.  If
the Collateral Agent collects any money pursuant to this Article Six, it shall
pay out the money in the following order:

     

    First:           to
the Trustee for all amounts due under Section 7.07 of the
Indenture.

     

    Second:  to
the Collateral Agent and Trustee for all amounts due under this Article Six and
the definition of Secured Obligations;

     

    Third:  to
Noteholders for amounts then due and unpaid for principal of, premium, if any,
and interest on the Notes in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Notes for principal, premium,
if any, and interest, respectively; and

     


    
      
         


      

      
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    Fourth:  to
the Partnership or any other obligors of the Notes, as their interests may
appear, or as a court of competent jurisdiction may direct.

     

    


    7.   ASSIGNMENT NOT AFFECTED BY
OTHER ACTS.

     

    Each
Assignor acknowledges and agrees that the security interests and collateral
assignments herein provided for shall remain in full force and effect and shall
not be impaired by any acceptance by the Assignee of any other collateral
security for or guaranty of any of the Secured Obligations, or by any failure or
neglect or omission on the part of the Assignee to realize upon, collect or
protect any Secured Obligations or any Collateral.  The security
interests and collateral assignments herein provided for shall not in any manner
be affected or impaired by any renewal, extension, modification, amendment,
waiver, or restatement of any of the Secured Obligations or of any collateral
security therefor, or of any guaranty thereof, the Assignors hereby waiving any
and all suretyship defenses to the extent otherwise applicable.  In
order to sell or otherwise dispose of or otherwise realize upon the security
interests and assignments herein granted and provided for, and exercise the
rights granted the Assignee hereunder and under applicable law, there shall be
no obligation on the part of the Assignee at any time to first resort for
payment to any guarantors of the Secured Obligations or any part thereof or to
resort to any other collateral security, property, liens or other rights or
remedies whatsoever, and the Assignee shall have the right to enforce the
security interests and collateral assignments herein provided for irrespective
of whether or not other proceedings are pending for realization upon or from any
of the foregoing.

     

    8.   MISCELLANEOUS.

     

    8.1.           Additional
Instruments and Assurances.  Each Assignor
hereby agrees, at its own expense, to execute and deliver, from time to time,
any and all father, or other, instruments, and to perform such acts, as the
Assignee may reasonably request to effect the purposes of this Agreement and to
secure to the Assignee the benefits of all rights and remedies conferred upon
the Assignee by the terms of this Agreement.

     

    8.2.           Release.  If and only if
all of the indebtedness and obligations of the Companies under the Indenture
shall have been indefeasibly paid, performed and discharged in full in cash, or
the security interest in the Collateral otherwise shall have been released by
the Trustee in accordance with the Indenture, the lien and security interest
created hereby shall be automatically released with respect to all Secured
Parties and the Assignee shall, upon demand and at the sole expense of the
Assignors, deliver, file or record the proper instrument or instruments to
evidence such release, and such release shall be binding upon all of the Secured
Parties notwithstanding that Secured Obligations may then be
outstanding.

     

    8.3.           Assignee’s
Exoneration.  Under no
circumstances shall the Assignee be deemed to assume any responsibility for or
obligation or duty with respect to any part or all of the Collateral of any
nature or kind or any matter or proceeding arising out of or relating thereto,
other than (a) to exercise reasonable care in the physical custody of the
Collateral and (b) if an Event of Default shall have occurred and be continuing,
to act in a commercially reasonable manner in exercising its rights and remedies
with respect to the Collateral.  Subject to the foregoing, the
Assignee shall not be required to take any action of any kind to collect,
preserve or protect its or the Assignors’ rights in the Collateral.

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    


    8.4.           No
Waiver, etc.  Any term of this
Agreement may be amended or modified with, but only with, the written consent of
the Assignors and the Assignee.  Any term of this Agreement may be
waived by a writing executed by the party to be charged with such
waiver.  No act, failure, or delay by the Assignee shall constitute a
waiver of its rights and remedies hereunder or otherwise.  No single
or partial waiver by the Assignee of any default, right, or remedy that it may
have shall operate as a waiver of any other default, right, or remedy or of the
same default, right, or remedy on a future occasion.

     

    8.5.           Waiver by
Assignors.  The Assignors
hereby waive presentment, notice of dishonor, and protest of all instruments
included in or evidencing any of the Secured Obligations or the Collateral, and
any and all other notices and demands whatsoever (except as expressly provided
herein or in the Collateral Agency Agreement or for notices required in
connection with judicial proceedings).

     

    8.6.           Notice,
etc.  All notices,
requests, and other communications hereunder shall be made and effective in the
manner and at the address set forth on the signature pages hereto or at such
other address as may be set forth or in a notice from the notifying party to the
other parties hereto.

     

    8.7.           Overdue
Amounts.  Until paid, all
amounts due and payable by the Assignors hereunder shall be a debt secured by
the Collateral and shall bear, whether before or after judgment, interest at the
rate of interest for overdue principal set forth in the New
Indenture.

     

    8.8.           Governing
Law; Consent to Jurisdiction.  This Agreement is
intended to take effect as a sealed instrument and shall be governed by, and
construed in accordance with, the laws of the State of New York.  EACH
ASSIGNOR AGREES THAT ANY PROCEEDING FOR THE ENFORCEMENT OF THIS AGREEMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT
SITTING THEREIN AND CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURT AND
TO SERVICE OF PROCESS IN ANY SUCH PROCEEDING BEING MADE UPON EACH ASSIGNOR BY
MAIL AT THE ADDRESS SPECIFIED IN § 8.6.  EACH ASSIGNOR HEREBY
WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH
PROCEEDING OR ANY SUCH COURT OR THAT SUCH PROCEEDING IS BROUGHT IN AN
INCONVENIENT COURT.

     

    8.9.           Waiver of
Jury Trial.  EACH OF THE
ASSIGNORS AND THE ASSIGNEE HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT
TO ANY PROCEEDING ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT,
ANY RIGHTS OR OBLIGATIONS HEREUNDER, OR THE PERFORMANCE OF ANY SUCH RIGHTS OR
OBLIGATIONS.

     

    8.10.           Limitation
of Liability.  Except as
prohibited by applicable law, each of the Assignors and Assignee waives any
right which it may have to claim or recover in any proceeding referred to in the
preceding sentence any special, exemplary, or punitive damages or any damages
other than, or in addition to, actual or consequential damages.  Each
Assignor (a) certifies that neither the Assignee nor any representative, agent,
or attorney of the Assignee has represented, expressly or otherwise, that the
Assignee would not, in the event of any proceeding, seek to enforce the
foregoing waivers and (b) acknowledges that, in entering into this Agreement,
the Assignee is relying upon, among other things, the waivers and certifications
contained in this § 8.10.

     

    8.11.           Severability
and Enforceability.  All provisions
hereof are severable and the invalidity or unenforceability of any of such
provisions shall in no manner affect or impair the validity and enforceability
of the remaining provisions hereof.

     


    
      
         


      

      
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    8.12.           Successors
and Assigns.  This Agreement
shall be binding upon the Assignors and upon the legal representatives,
successors and assigns of the Assignors and shall inure to the benefit of the
Assignee and its successors and assigns.

     

    8.13.           Counterparts.  This Agreement
may be executed in any number of counterparts, each constituting an original,
but all together one and the same instrument.  Delivery of an executed
counterpart of a signature page of this Agreement by telecopy, email, facsimile
or other electronic transmission shall be effective as delivery of a manually
executed counterpart of this Agreement.

     

    8.14.           Entire
Agreement.  This Agreement
and the Indenture and any other document executed in connection herewith or
therewith express the entire understanding of the parties with respect to the
transactions contemplated hereby.  Neither this Agreement nor any
terms hereof may be changed, waived or terminated except by a writing signed by
each party hereto.

     

    8.15.           Limitation
of Liability.  The
LP Assignor has been formed under the laws of the Commonwealth of
Massachusetts pursuant to a Declaration of Trust dated as of July 31,
2002.  In accordance with the Declaration of Trust, none of the
shareholders, trustees or officers of the LP Assignor shall be personally
liable for the obligations arising under this Agreement, and the Assignee shall
look solely to the trust estate comprising the LP Assignor for the payment
of any claim under such obligations or for the performance of such
obligations.

     

    


    



    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Assignors and the Assignee have executed this Agreement as of the date first
above written, as an instrument under seal.


    
      


       

      
        	 
      	
                PARTNERSHIP:

              	
                FELCOR
      LODGING LIMITED PARTNERSHIP

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                FelCor
      Lodging Trust Incorporated, its general partner

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/
      Jonathan H. Yellen

              
	 
      	 
      	 
      	
                Name:  Jonathan H.
      Yellen

              
	 
      	 
      	 
      	
                Title:    Executive
      Vice President,

                General Counsel and
      Secretary

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/
      Michael Hughes

              
	 
      	 
      	 
      	
                Name:        Michael
      Hughes

              
	 
      	 
      	 
      	
                Title:          Vice
      President & Treasurer

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Type
      of organization:  limited partnership

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Jurisdiction
      of organization:  Delaware

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Tax
      identification number: 75-2544994

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Organizational
      identification number (or state “none” if the jurisdiction does not issue
      one):  2404747

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Address:

                545
      E. John Carpenter Freeway

                Suite
      1300

                Irving,
      Texas 75062

              


      

      


      



      
        
          [Pledge
Agreement]

           


        

        
           


          
            

          

        

        
           


        

      


      


      IN WITNESS WHEREOF, the
Assignors and the Assignee have executed this Agreement as of the date first
above written, as an instrument under seal.

       

      
        	 
      	
                LP
      ASSIGNOR:

              	
                FELCOR
      HOLDINGS TRUST

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/
      Lester C. Johnson

              	 
      
	 
      	 
      	 
      	
                Name:          Lester
      C. Johnson

              	 
      
	 
      	 
      	 
      	
                Title::           Trustee

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/
      Larry J. Mundy

              	 
      
	 
      	 
      	 
      	
                Name:          Larry
      J. Mundy

              	 
      
	 
      	 
      	 
      	
                Title:           Trustee

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Type
      of organization:  business trust

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Jurisdiction
      of organization:  Massachusetts

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Tax
      identification number:  68-6222007

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Organizational
      identification number (or state “none” if the jurisdiction does not issue
      one):  000823956

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Address:

                545
      E. John Carpenter Freeway

                Suite
      1300

                Irving,
      Texas 75062

              	 
      


      

      



      
        
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                ASSIGNOR:

              	
                FELCOR
      HOTEL ASSET COMPANY, L.L.C.

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/
      Jonathan H. Yellen

              	 
      
	 
      	 
      	 
      	
                Name:      Jonathan
      H. Yellen

              	 
      
	 
      	 
      	 
      	
                Title:        Executive
      Vice President,

                General Counsel and
      Secretary

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/
      Michael Hughes

              	 
      
	 
      	 
      	 
      	
                Name:         Michael
      Hughes

              	 
      
	 
      	 
      	 
      	
                Title:           Vice
      President & Treasurer

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Type
      of organization:  limited liability company

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Jurisdiction
      of organization:  Delaware

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Tax
      identification number: 75-2770156

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Organizational
      identification number (or state “none” if the jurisdiction does not issue
      one):  2895432

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Address:

                545
      E. John Carpenter Freeway

                Suite
      1300

                Irving,
      Texas 75062

              	 
      


      

      


      



      
        
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                ASSIGNOR:

              	
                FELCOR
      CANADA HOLDING, L.P.

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                FelCor
      Canada Holding GP, L.L.C., its general partner

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/
      Jonathan H. Yellen

              	 
      
	 
      	 
      	 
      	
                Name:      Jonathan
      H. Yellen

              	 
      
	 
      	 
      	 
      	
                Title:         Executive
      Vice President,

                General Counsel and
      Secretary

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/
      Michael Hughes

              	 
      
	 
      	 
      	 
      	
                Name:         Michael
      Hughes

              	 
      
	 
      	 
      	 
      	
                Title:           Vice
      President & Treasurer

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Type
      of organization:  limited partnership

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Jurisdiction
      of organization:  Delaware

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Tax
      identification number: 75-2856328

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Organizational
      identification number (or state “none” if the jurisdiction does not issue
      one):  2922319

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Address:

                545
      E. John Carpenter Freeway

                Suite
      1300

                Irving,
      Texas 75062

              	 
      


      

      



      
        
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                ASSIGNOR:

              	
                FELCOR
      TRS HOLDINGS, L.L.C.

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/
      Jonathan H. Yellen

              	 
      
	 
      	 
      	 
      	
                Name:      Jonathan
      H. Yellen

              	 
      
	 
      	 
      	 
      	
                Title:        Executive
      Vice President,

                General Counsel and
      Secretary

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/
      Michael Hughes

              	 
      
	 
      	 
      	 
      	
                Name:         Michael
      Hughes

              	 
      
	 
      	 
      	 
      	
                Title:           Vice
      President & Treasurer

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Type
      of organization:  limited liability company

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Jurisdiction
      of organization:  Delaware

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Tax
      identification number: 75-2916176

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Organizational
      identification number (or state “none” if the jurisdiction does not issue
      one):  4378932

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Address:

                545
      E. John Carpenter Freeway

                Suite
      1300

                Irving,
      Texas 75062

              	 
      


      

      



      
        
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                ASSIGNOR:

              	
                FELCOR
      TRS BORROWER GP 1, L.L.C.

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/
      Jonathan H. Yellen

              	 
      
	 
      	 
      	 
      	
                Name:      Jonathan
      H. Yellen

              	 
      
	 
      	 
      	 
      	
                Title:        Executive
      Vice President,

                General Counsel and
      Secretary

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/
      Michael Hughes

              	 
      
	 
      	 
      	 
      	
                Name:         Michael
      Hughes

              	 
      
	 
      	 
      	 
      	
                Title:           Vice
      President & Treasurer

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Type
      of organization:  limited liability company

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Jurisdiction
      of organization:  Delaware

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Tax
      identification number:  20-3526079

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Organizational
      identification number (or state “none” if the jurisdiction does not issue
      one):  4033766

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Address:

                545
      E. John Carpenter Freeway

                Suite
      1300

                Irving,
      Texas 75062

              	 
      


      

      



      
        
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      The
foregoing Agreement is hereby confirmed

      and
accepted as of the date first above written.

      


      
        	 
      	 
      	
                FELCOR
      LODGING TRUST INCORPORATED

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/
      Jonathan H. Yellen

              	 
      
	 
      	 
      	 
      	
                Name:      Jonathan
      H. Yellen

              	 
      
	 
      	 
      	 
      	
                Title:        Executive
      Vice President,

                General Counsel and
      Secretary

              	 
      


      

      


      



      
        
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                ASSIGNOR:

              	
                U.S.
      BANK NATIONAL ASSOCIATION,

                AS
      COLLATERAL AGENT

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/
      Richard Prokosch

              	 
      
	 
      	 
      	 
      	
                Name:       Richard
      Prokosch

              	 
      
	 
      	 
      	 
      	
                Title:         Vice
      President

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Address:

                60
      Livingston Avenue

                EP-MN-WS3C

                St.
      Paul, Minnesota 55107-2292

                Attention:  Corporate
      Trust Department

              	 
      


      

      



      
        
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