**Exhibit 10.28.1****ASSUMPTION AGREEMENT**     This Assumption Agreement (“Agreement”) is made this 14th day of December, 2007, by GREENWICHCAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation (together with its successors and assigns“Lender”), WSRH INDIAN WELLS, L.L.C., a Delaware limited liability company (“Borrower”), FELCORESMERALDA (SPE), L.L.C., a Delaware limited liability company (“Hotel Owner”), and FELCOR ESMERALDALEASING (SPE), L.L.C., a Delaware limited liability company (“Hotel Operator”).**RECITALS** A. Lender made a loan to Borrower in the original principal amount of EIGHTY-SEVEN MILLIONNINE HUNDRED SEVENTY-FIVE THOUSAND AND NO/100THS DOLLARS ($87,975,000.00) (“Loan”), underthe terms and provisions set forth in the following loan documents, all of which are datedas of April 9, 2007, unless otherwise noted:  1. Promissory Note (“Original Note”) in the original principal amount of the Loan, madeby Borrower and payable to Lender;  2. Deed of Trust and Security Agreement (“Original Security Instrument”), executed byBorrower, as trustor, for the benefit of Lender, as beneficiary, which secures theOriginal Note and other obligations of Borrower and which was recorded on April 11, 2007,as Instrument No. 2007-0245109, in the Official Records of Riverside County, California.The land, improvements and other real property which are subject to the Original SecurityInstrument are hereinafter referred to as the “Property” and the equipment, machinery andother personal property which are subject to the Original Security Instrument arehereinafter referred to as the “Collateral”;  3. Assignment of Leases and Rents (“Original Assignment of Rents”), executed byBorrower, for the benefit of Lender, which was recorded on April 11, 2007, as InstrumentNo. 2007-0245110, in the Official Records of Riverside County, California;  4. Loan Agreement (“Original Loan Agreement”) executed by Borrower and Lender;  5. Cash Management Agreement (“Original Cash Management Agreement”) executed by Borrowerand Lender;  6. Collateral Assignment of Interest Rate Cap Agreement (“Original Collateral Assignmentof Interest Rate Cap Agreement”) executed by Borrower and Lender, and acknowledged byNatixis Financial Products, Inc.;  7. Environmental Indemnity Agreement (“Original Environmental Indemnity”) executed byBorrower in favor of Lender;  8. Operations and Maintenance Agreement (“Original O & M Agreement”) executed byBorrower in favor of Lender;  9. Subordination, Non-Disturbance and Attornment Agreement (“Original SNDA”) by andamong Borrower, Lender and Renaissance Hotel Management Company, LLC, a Delaware limitedliability company (“Manager”);  10. Uniform Commercial Code — Financing Statement — Form UCC-1 naming Borrower as debtorand Lender as secured party (filed with the Delaware Secretary of State); and
 

 
 11. Uniform Commercial Code — Financing Statement — Form UCC-1 naming Borrower as debtor andLender as secured party (recorded in the Official Records of Riverside County,California).    The above documents and any other “Loan Documents” (as defined in the Original LoanAgreement, including, in each case, any prior amendments thereto), are hereinaftercollectively defined as the “Original Loan Documents”.  B. As of December 14, 2007:  1. The principal balance outstanding under the Note was EIGHTY-SEVEN MILLION NINEHUNDRED SEVENTY-FIVE THOUSAND AND 00/100THS DOLLARS ($87,975,000.00);  2. Accrued interest on the Note has been paid through November 30, 2007;  3. Accrued but unpaid interest on the Note was Two Hundred Thirty-Two Thousand SixHundred Forty-Five and no/100ths Dollars ($232,645.00);  4. The balance of the Debt Service Reserve Account (as defined in the Original LoanAgreement) is $1,203,091.30;  C. Contemporaneously with the execution and delivery of this Agreement, Borrower has soldand conveyed the Property and the Collateral to Hotel Owner.  D. Contemporaneously with the execution and delivery of this Agreement, Hotel Owner hasleased the Property to Hotel Operator.  E. Contemporaneously with the execution and delivery of this Agreement, in connection withHotel Owner’s purchase of the Property and the Collateral from Borrower, Hotel Owner andHotel Operator have entered into the following documents, each dated as of the date hereof:  1. Amended and Restated Promissory Note (“Note”) in the original principal amount of theLoan, made by Hotel Owner and Hotel Operator and payable to Lender;  2. Amended and Restated Deed of Trust, Security Agreement and Fixture Filing (“SecurityInstrument”), executed by Hotel Owner and Hotel Operator, as trustors, for the benefit ofLender, as beneficiary, which secures the Note and other obligations of Hotel Owner andHotel Operator, and which will be recorded in the Official Records of Riverside County,California. The Property and Collateral that are subject to the Original SecurityInstrument are also subject to the Security Instrument;  3. Amended and Restated Assignment of Leases and Rents (“Assignment of Rents”), executedby Hotel Owner and Hotel Operator, for the benefit of Lender, which will be recorded inthe Official Records of Riverside County, California;  4. Amended and Restated Loan Agreement (“Loan Agreement”) executed by Hotel Owner, HotelOperator and Lender;  5. Amended and Restated Cash Management Agreement (“Cash Management Agreement”) executedby Hotel Owner, Hotel Operator and Lender;  6. Amended and Restated Collateral Assignment of Interest Rate Cap Agreement(“Collateral Assignment of Interest Rate Cap Agreement”) executed by Hotel Owner, HotelOperator and Lender, and acknowledged by Natixis Financial Products, Inc.;  7. Amended and Restated Environmental Indemnity Agreement (“Environmental Indemnity”)executed by Hotel Owner and Hotel Operator in favor of Lender;
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 8. Amended and Restated Operations and Maintenance Agreement (“O & M Agreement”)executed by Hotel Owner and Hotel Operator in favor of Lender;  9. Amended and Restated Subordination, Non-Disturbance and Attornment Agreement (“SNDA”)by and among Hotel Owner, Hotel Operator, Lender and Manager;  10. Operating Lease Subordination Agreement; Acknowledgment of Lease Assignment, Estoppeland Attornment by and among Hotel Owner, Hotel Operator and Lender;  11. Uniform Commercial Code — Financing Statement — Form UCC-1 naming Hotel Owner asdebtor and Lender as secured party (which will be filed with the Delaware Secretary ofState);  12. Uniform Commercial Code — Financing Statement — Form UCC-1 naming Hotel Operator asdebtor and Lender as secured party (which will be filed with the Delaware Secretary ofState);  13. Uniform Commercial Code — Financing Statement — Form UCC-1 naming Hotel Owner asdebtor and Lender as secured party (which will be recorded in the Official Records ofRiverside County, California); and  14. Uniform Commercial Code — Financing Statement — Form UCC-1 naming Hotel Operator asdebtor and Lender as secured party (which will be recorded in the Official Records ofRiverside County, California).    The above documents and any other Loan Documents (as defined in the Loan Agreement,including, in each case, any prior amendments thereto, together with this Agreement arehereinafter collectively defined as the “Loan Documents”.**NOW THEREFORE, FOR VALUABLE CONSIDERATION**, including, without limitation, the mutual covenants andpromises contained herein, the parties agree as follows: 1. Incorporation. The foregoing recitals are incorporated herein by thisreference.  2. Conditions Precedent. The following are conditions precedent to Lender’sobligations under this Agreement: a. The irrevocable commitment of First American Title Insurance Company(“Title Company”) to issue a 1992 (WITHOUT AMENDMENT OR REVISION) ALTA Loan Policy ofTitle Insurance in form and substance acceptable to Lender insuring Lender that theSecurity Instrument constitutes a first and prior lien upon the Property, subjectonly to those matters expressly approved by Lender in writing;  b. Receipt and approval by Lender of: (i) the executed original of thisAgreement; (ii) an executed original of a Memorandum of Assumption Agreement in theform attached hereto as Exhibit A and otherwise in form and substance acceptable toLender (“Memorandum of Assumption Agreement”); and (iii) any other documents andagreements which are required pursuant to this Agreement, in form and contentacceptable to Lender;  c. Recordation in the Official Records of the County where the Property islocated of the Memorandum of Assumption Agreement, together with such other documentsand agreements, if any, required pursuant to this Agreement or which Lender hasrequested to be recorded or filed;  d. Hotel Owner’s, Hotel Operator’s and Manager’s execution and delivery toLender of the Loan Documents to which they are a party, in proper form for filing inthe appropriate jurisdictions as determined by Lender;
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 e. Delivery to Lender of such resolutions or certificates as Lender mayrequire, in form and content acceptable to Lender, authorizing the assumption of theLoan and executed by the appropriate persons and/or entities on behalf of Hotel Ownerand Hotel Operator;  f. Delivery to Lender of such resolutions or certificates as Lender mayrequire, in form and content acceptable to Lender, authorizing the sale of theProperty, the Collateral and the Loan, and executed by the appropriate persons and/orentities on behalf of Borrower;  g. No default shall have occurred and be continuing under the Original LoanDocuments or the Loan Documents;  h. The representations and warranties contained herein are true and correct;  i. Receipt by Lender of a copy of Hotel Owner’s casualty insurance policy andcomprehensive liability insurance policy with respect to the Property, each in formand amount satisfactory to Lender together with evidence that all other insurancerequired by the Loan Documents is in effect;  j. Receipt by Lender of a copy of the deed by which title to the Property willbe conveyed to Hotel Owner (which deed shall be recorded in the Official Records ofRiverside County, California on the date hereof), the bill of sale by which thepersonal property will be transferred, and the purchase and sale agreementdocumenting the sale of the Property to Hotel Owner;  k. Receipt by Lender of an executed Form W-9 for Hotel Owner and HotelOperator;  l. Receipt by Lender of an operating lease by and between Hotel Owner andHotel Operator, whereby Hotel Owner will lease the Property to Hotel Operator, inform and substance acceptable to Lender;  m. Receipt by Lender of assignments of any parking management agreement,property management agreement, licenses and permits, to the extent assignable, all inform and substance satisfactory to Lender in Lender’s discretion;  n. Lender shall have received from counsel satisfactory to Lender, legalopinions in form and substance satisfactory to Lender in Lender’s discretion. Allsuch legal opinions will be addressed to Lender, dated as of the date hereof, and inform and substance satisfactory to Lender and Lender’s counsel;  **o** . Receipt by Lender of organizational documents of Hotel Owner, HotelOperator, and such direct and indirect owners of Hotel Owner and Hotel Operator asLender may reasonably determine, all in form and substance satisfactory to Lender inLender’s discretion;  p. Execution and delivery to Lender of any other documents and agreementswhich are required pursuant to this Agreement, in form and content acceptable toLender; and  q. Reimbursement to Lender of Lender’s costs and expenses incurred inconnection with this Agreement and the transactions contemplated hereby, including,without limitation, title insurance costs, escrow and recording fees, attorneys’fees, appraisal, engineers’ and inspection fees and documentation costs and charges,whether such services are furnished by Lender’s employees, agents or independentcontractors (collectively, the “Third Party Costs”), by Borrower, Hotel Owner andHotel Operator. 3. Effective Date. The effective date of this Agreement shall be the date theMemorandum of Assumption Agreement is recorded in the Official Records of the County wherethe Property is located (“Effective Date”).
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 4. Assumption. Borrower hereby assigns to Hotel Owner and Hotel Operator theDebt (as defined in the Original Loan Documents) and the Original Loan Documents, andHotel Owner and Hotel Operator hereby accept the foregoing assignments and hereby assumeand agree to pay when due all sums due or to become due or owing under the Original Note,the Original Security Instrument and the other Original Loan Documents and shall hereafterfaithfully perform all of Borrower’s obligations under and be bound by all of theprovisions of the Loan Documents and assume all liabilities of Borrower under the OriginalLoan Documents as if Hotel Owner and Hotel Operator were original signatories thereto.The execution of this Agreement by Hotel Owner and Hotel Operator shall be deemed itsexecution of the Original Note, the Original Security Instrument and the other OriginalLoan Documents. Hotel Owner and Hotel Operator acknowledge and agree that any breach ofany representations, warranties, covenants or other obligations by Borrower under theOriginal Loan Documents or this Agreement shall be deemed a breach of suchrepresentations, warranties, covenants or other obligations by Hotel Owner and HotelOperator under the Loan Documents and shall constitute a default thereunder and hereunder,subject to any cure rights, if any, permitted therein. Notwithstanding any of theprovisions in this Section to the contrary, this Section shall not limit, restrict,impair, terminate, revoke or otherwise affect any rights or remedies Hotel Owner or HotelOperator may have against Borrower pursuant to that certain Sale and Purchase AgreementFor Sale and Purchase of Renaissance Esmeralda Hotel, dated as of November 8, 2007, by andbetween Borrower and FelCor Lodging Limited Partnership.  5. No Release of Borrower. Lender hereby releases (on the Effective Date)Borrower from liability under the Original Loan Documents (but not this Agreement);provided, however, that the Borrower hereby acknowledges and agrees that Borrower isexpressly not released from, and nothing contained herein is intended to limit, impair,terminate or revoke any of Borrower’s obligations with respect to any matters set forth inthe Original Loan Documents to the extent the same arise out of or in connection with anyact or omission occurring before the Effective Date (the “Retained Obligations”), and thatsuch Retained Obligations shall continue in full force and effect in accordance with theterms and provisions thereof and hereof. Except as expressly provided in this Agreement orin the Original Loan Documents, Lender has not waived any right of Lender or obligation ofBorrower under the Original Loan Documents, and, except as set forth in this Agreement orin the Loan Documents, Lender has not agreed to any modification or extension of anyprovision of any of the Original Loan Documents. The Retained Obligations shall not bedischarged or reduced by any extension, amendment, renewal or modification to, the OriginalNote, the Original Security Instrument or any other Original Loan Documents, including,without limitation, changes to the terms of repayment thereof, modifications, extensions orrenewals of repayment dates, releases or subordinations of security in whole or in part,changes in the interest rate or advances of additional funds by Lender in its discretionfor purposes related to those set forth in the Original Loan Documents; provided furtherthat nothing contained in this Agreement shall limit, restrict, impair, terminate or affectBorrower’s rights under Section 9.4 of the Original Loan Agreement.    From time to time without first requiring performance on the part of Hotel Owner or HotelOperator, Lender may look to and require performance by Borrower of all obligations on thepart of Borrower to be performed pursuant to any of the Original Loan Documents whichobligations arose or accrued prior to the Effective Date. Except as set forth in theOriginal Loan Documents, Borrower waives all presentments, demands for performance, noticesof nonperformance, protests, notices of protest and notices of dishonor of all or any partof the indebtedness now existing or hereafter arising under the Original Loan Documents.  6. Representations and Warranties. a. Assignment. Borrower, Hotel Owner and Hotel Operator each herebyrepresents and warrants to Lender that, concurrently with the execution and deliveryof this Agreement, Borrower has transferred and assigned all of Borrower’s right,title and interest in and to: i. The Property, including but not limited to allreciprocal easement agreements, operating agreements, and declarationsof conditions, covenants and restrictions related to the Property toHotel Owner and the Collateral to Hotel Owner;  ii. The Original Loan Documents to Hotel Owner andHotel Operator;
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 iii. All leases related to the Property or theCollateral to Hotel Owner;  iv. All prepaid rents and security deposits, ifany, held by Borrower in connection with leases of any part of theProperty or the Collateral to Hotel Owner; and  v. All funds, if any, deposited in impoundaccounts held by or for the benefit of Lender pursuant to the terms ofthe Original Loan Documents to Hotel Owner and Hotel Operator.   Borrower, Hotel Owner and Hotel Operator each hereby further represents and warrantsto Lender, each as to themselves only, that no consent to the transfer of the Propertyand the Collateral to Hotel Owner and Hotel Operator is required under any agreementto which Borrower, Hotel Owner or Hotel Operator is a party, including, withoutlimitation, under any lease, operating agreement, mortgage or security instrument(other than the Original Loan Documents), or if such consent is required, that theparties have obtained all such consents. b. No Defaults.(i) Borrower hereby represents and warrants, to its actual knowledge, thatno default, event of default, breach or failure of condition has occurred,or would exist with notice or the lapse of time or both, under any of theOriginal Loan Documents, and to Borrower’s actual knowledge allrepresentations and warranties of Borrower in the Original Loan Documentsand this Agreement are true and correct.(ii) Hotel Owner and Hotel Operator each hereby represents and warrants, toits actual knowledge, that no default, event of default, breach or failureof condition has occurred, or would exist with notice or the lapse of timeor both, under any of the Loan Documents or this Agreement, and to HotelOwner’s and Hotel Operator’s actual knowledge all representations andwarranties in the Loan Documents and this Agreement are true and correct. c. Loan Documents. Hotel Owner and Hotel Operator represent andwarrant to Lender that Hotel Owner and Hotel Operator have actual knowledge of allterms and conditions of the Original Loan Documents, and agree that Lender has noobligation or duty to provide any information to Hotel Owner or Hotel Operatorregarding the terms and conditions of the Original Loan Documents. Hotel Owner andHotel Operator further understand and acknowledge that, except as expressly providedin a writing executed by Lender, Lender has not waived any right of Lender orobligation of Borrower under the Original Loan Documents, or Hotel Owner or HotelOperator under the Loan Documents, and, except as set forth in the Loan Documents,Lender has not agreed to any modification of any provision of any Original LoanDocument or to any extension of the Loan. 7. Hazardous Materials; CCP Section 726.5; Section 736. Hotel Owner, HotelOperator, Borrower and Lender agree that: (i) this Section is intended as Lender’s writtenrequest for information (and Hotel Owner’s and Hotel Operator’s and Borrower’s response)concerning the environmental condition of the real property security under the terms ofCalifornia Code of Civil Procedure Section 726.5; (ii) each representation and/or covenantin this Agreement or any Original Loan Document (together with any indemnity applicable toa breach of any such representation and/or covenant) with respect to the environmentalcondition of the real property security is intended by Lender and Borrower to be an“environmental provision” for purposes of California Code of Civil Procedure Section 736;and (iii) each representation and/or covenant in this Agreement or any other Loan Document(together with any indemnity applicable to a breach of any such representation and/orcovenant) with respect to the environmental condition of the real property security isintended by Lender, Hotel Owner and Hotel Operator to be an “environmental provision” forpurposes of California Code of Civil Procedure Section 736.
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 8. Multiple Parties. If more than one person or entity has signed thisAgreement as Hotel Owner, Hotel Operator or Borrower, then all references in thisAgreement to Hotel Owner, Hotel Operator or Borrower shall mean each and all of thepersons so signing, as applicable. The liability of all persons and entities signingshall be joint and several with all others similarly liable.  9. Confirmation of Security Interest. Nothing contained herein shall affect orbe construed to affect any lien, charge or encumbrance created by any Original LoanDocument or the priority of that lien, charge or encumbrance. All assignments andtransfers by Borrower to Hotel Owner and Hotel Operator are subject to any securityinterests held by Lender.  10. Release and Covenant Not to Sue. Borrower hereby releases and foreverdischarges Lender, any trustee of the Loan, any servicer of the Loan, each of theirrespective predecessors in interest and successors and assigns, together with theofficers, directors, partners, employees, investors, certificate holders and agents ofeach of the foregoing (collectively the “Lender Parties”), from all debts, accountings,bonds, warranties, representations, covenants, promises, contracts, controversies,agreements, claims, damages, judgments, executions, actions, inactions, liabilitiesdemands or causes of action of any nature, at law or in equity, known or reasonablyascertainable, which Borrower now has by reason of any cause, matter, or thing thatoccurred or existed prior to the date of this Agreement to the extent arising out of orrelating to: (a) the Loan, including, without limitation, its funding, administration andservicing; (b) the Original Loan Documents; (c) the Property; (d) any reserve funds heldby Lender or any servicers of the Loan; or (e) the sale, conveyance, assignment andtransfer of the Property. Borrower covenants and agrees never to institute or cause to beinstituted or continue prosecution of any suit or other form of action or proceeding ofany kind or nature whatsoever against any of the Lender Parties by reason of or inconnection with any of the foregoing matters, claims or causes of action.  11. Integration; Interpretation. The Loan Documents, including this Agreement,contain or expressly incorporate by reference the entire agreement of the parties withrespect to the matters contemplated herein and supersede all prior negotiations. The LoanDocuments shall not be modified except by written instrument executed by Lender, HotelOwner and Hotel Operator. Any reference in any of the Loan Documents to the Property orthe Collateral shall include all or any parts of the Property or the Collateral.  12. Successors and Assigns. This Agreement is binding upon and shall inure tothe benefit of the heirs, successors and assigns of the parties but subject to allprohibitions of transfers contained in any Loan Document.  13. Attorneys’ Fees; Enforcement. If any attorney is engaged by Lender toenforce, construe or defend any provision of this Agreement, or as a consequence of anydefault under or breach of this Agreement, with or without the filing of any legal actionor proceeding, Hotel Owner and Hotel Operator shall be jointly and severally liable, andshall pay to Lender, upon demand, the amount of all attorneys’ fees and costs reasonablyincurred by Lender in connection therewith, together with interest thereon from the dateof such demand at the rate of interest applicable to the principal balance of the Note asspecified therein.  14. Right of Transfer of Property. The parties acknowledge that Section 5.2.10of the Original Loan Agreement provides that Lender shall consent to the voluntary sale orexchange of all of the Property, all subject, however, to the terms and conditions setforth therein. The parties agree that this Agreement and the actions to be taken ascontemplated herein shall constitute such consent.  15. Miscellaneous. This Agreement shall be governed and interpreted inaccordance with the laws of the jurisdictions specified in the Loan Documents as governingthe Loan Documents. In any action brought or arising out of this Agreement, Borrower,Hotel Owner and Hotel Operator, and members of them, hereby consent to the jurisdiction ofany state or federal court having proper venue as specified in the Original Loan Documentsand the Loan Documents and also consent to the service of process by any means authorizedby the law of such jurisdictions. Except as expressly provided otherwise herein, allterms used herein shall have the meaning given to them in the other Loan Documents. Timeis of the essence of each term of the Loan Documents, including this Agreement. If anyprovision of this Agreement or any of the other Loan Documents shall be determined by acourt of competent jurisdiction to be invalid, illegal or
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   unenforceable, that portion shall be deemed severed therefrom and the remaining parts shallremain in full force as though the invalid, illegal, or unenforceable portion had been apart thereof.  16. WAIVER OF RIGHT TO TRIAL BY JURY. BORROWER, HOTEL OWNER, HOTEL OPERATOR ANDLENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY ANDWAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW ORHEREAFTER EXIST WITH REGARD TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR THE ORIGINALLOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTIONTHEREWITH. THIS WAIVER OF THE RIGHT TO TRIAL BY JURY IS GIVEN, KNOWINGLY AND VOLUNTARILYBY BORROWER, HOTEL OWNER, HOTEL OPERATOR AND LENDER AND IS INTENDED TO ENCOMPASSINDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULDOTHERWISE ACCRUE. BORROWER, HOTEL OWNER, HOTEL OPERATOR AND LENDER ARE EACH HEREBYAUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THISWAIVER BY THE OTHER WAIVING PARTY.  17. Counterparts. This Agreement may be executed in any number of counterparts,each of which when executed and delivered will be deemed an original and all of whichtaken together will be deemed to be one and the same instrument.  18. Exculpation. Borrower’s limitation on liability as set forth in Section 9.4of the Original Loan Agreement is hereby incorporated into this Agreement by reference asthough set forth herein. Hotel Owner’s and Hotel Operator’s limitation on liability asset forth in Section 9.4 of the Loan Agreement is hereby incorporated into this Agreementby reference as though set forth herein.
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IN WITNESS WHEREOF, Borrower, Hotel Owner, Hotel Operator and Lender have caused this Agreement tobe duly executed as of the date first above written.“LENDER”GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,