##### 



Exhibit 10.29.4
 RECORD AND RETURN TO: (enclose self-addressed stamped envelope)
    
    This Instrument Prepared by:Sidley Austin LLP
    
    Sidley Austin LLPOne South Dearborn Street
    
    One South Dearborn StreetChicago, Illinois 60603
    
    Chicago, Illinois 60603Attention: Charles E. Schrank
    
    Attention: Charles E. Schrank
  FELCOR ST. PETE (SPE), L.L.C.   FELCOR ST. PETE LEASING (SPE), L.L.C.
  GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
  SECOND AMENDED AND RESTATED
LEASEHOLD MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING
 Dated:
    
    As of December 14, 2007Location:
    
    501 Fifth Avenue, NESt. Petersburg, FL
 NOTE TO RECORDING CLERK:
 1




---



##### 



This Second Amended and Restated Leasehold Mortgage, Security Agreement and Fixture Filing
(Security Instrument) secures that certain Second Amended and Restated Promissory Note (the
Note), which is a renewal note as defined in Section 201.09 of the Florida Statutes renewing,
amending and restating that certain Promissory Note executed by WSRH VSP L.P. (Prior Owner) in
favor of Column Financial, Inc. (Column) dated June 23, 2005, in the original principal amount of
Forty-Seven Million and No/100 Dollars ($47,000,000) (Column Note), as subsequently assigned by
Column to Wells Fargo Bank, N.A., as Trustee for the Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-TFL2 (Wells Fargo) as
thereafter assigned to Lender; which Column Note was amended, restated, and renewed in its entirety
by that certain Amended and Restated Promissory Note dated April 9, 2007 in the original principal
amount of Eighty-Nine Million Two Hundred Fifty Thousand and no/100 Dollars ($89,250,000.00)
(Original Note).
 The Florida documentary stamp tax under F.S. §201 and the Florida non-recurring intangibles tax
under F.S. §199 were paid in full on the $47,000,000 Column Note at the time of recording that
certain Leasehold Mortgage and Security Agreement dated June 23, 2005 recorded at O.R. Book 14420,
Page 568 of the Public Records of Pinellas County, Florida (the Column Mortgage), and said taxes
were also paid in full on the sum of $42,250,000 (the difference between the $47,000,000
indebtedness under the Column Note and the $89,250,000 indebtedness under the Original Note) for
the increased indebtedness represented by the Original Note, at the time of recording that certain
Amended and Restated Leasehold Mortgage and Security Agreement dated April 9, 2007 recorded at O.R.
Book 15735, Page 1851 of the Public Records of Pinellas County, Florida (Original Security
Instrument).
 On even date herewith, Borrower hereunder has assumed Prior Owners obligations under the Original
Note, the outstanding principal balance of which is $89,250,000. In connection therewith, Borrower
has executed an Assumption Agreement (the Assumption Agreement), and Florida documentary stamp
taxes in the amount of $312,375 are being paid at the time of the recording, on or about the date
hereof, of a Memorandum of Assumption Agreement (Assumption Memorandum) in the public records of
Pinellas County, Florida, memorializing the assumption of the Original Note and Original Security
Instrument. Therefore, no additional documentary stamp taxes or non-recurring intangibles taxes
are due hereon upon the recording hereof as same were collectively paid in full on the obligation
secured hereby upon the recording of the Column Mortgage, Original Security Instrument and
Assumption Memorandum.
 SECOND AMENDED AND RESTATED LEASEHOLD MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING
 SECOND AMENDED AND RESTATED LEASEHOLD MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING Security Instrument FELCOR ST. PETE (SPE),
L.L.C., Hotel
Owner FELCOR ST. PETE LEASING (SPE), L.L.C., Hotel Operator Borrower GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC. Lender
 2




---



##### 



W I T N E S S E T H:
 WHEREAS
 Prior
Owner Original Note" Original Loan
 Original Security
Instrument"
 Original Assignment"
  WHEREAS Hotel Operating
Lease
 WHEREAS Assumption Agreement
 3




---



##### 



WHEREAS Loan Agreement
 WHEREAS Note"
 WHEREAS
 WHEREAS
 WHEREAS Assignment of Leases Loan
Documents
 NOW THEREFORE WHEREAS
 4




---



##### 



NOW THEREFORE
 ARTICLE 1  GRANTS OF SECURITY
 Section 1.1 Property Mortgaged . Property
 Land Exhibit A Land
 Additional Land
 Hotel Operating Lease
 Improvements Improvements
 Easements
 5




---



##### 



Equipment Equipment
 Fixtures Fixtures
 Personal Property
 6




---



##### 



Personal Property Uniform Commercial Code
 Leases and Rents Leases Bankruptcy Code Rents
 Condemnation Awards
 Insurance Proceeds
 Tax Certiorari
 Conversion
 Rights Section 7.4
 7




---



##### 



Agreements
 Trademarks
 Accounts
 Interest Rate Cap Agreement
 Ground Lease Hotel Ground
Lessor Public Records
 8




---



##### 



Hotel Ground Lease Marina Ground Lessor Marina Ground Lease Golf Ground Lessor Ground Lessor
 9




---



##### 



Golf Ground Lease Ground Lease Exhibit A
 Other Rights
 Real Property
 Section 1.2 Assignment of Rents Section 7.1(h)
 Section 1.3 Security Agreement
 10




---



##### 



Collateral
 Section 1.4 Fixture Filing
 Section 1.5 Pledges of Monies Held
 CONDITIONS TO GRANT
 TO HAVE AND TO HOLD
 PROVIDED, HOWEVER
 11




---



##### 



ARTICLE 2  DEBT AND OBLIGATIONS SECURED
 Section 2.1 Debt
 Section 2.2 Other Obligations Other Obligations
 Section 2.3 Debt and Other Obligations Obligations
 ARTICLE 3  BORROWER COVENANTS
  Section 3.1 Payment of Debt
 Section 3.2 Incorporation by Reference
 Section 3.3 Insurance
 Section 3.4 Maintenance of Property
 12




---



##### 



Section 3.5 Waste
 Section 3.6 Payment for Labor and Materials Section 3.6(b) Labor and Material Costs
  Section 3.7 Performance of Other Agreements
 Section 3.8 Change of Name, Identity or Structure
 13




---



##### 



Section 3.9 Title
 Section 3.10 Ground Lease
 14




---



##### 



Section 3.11 No Merger of Fee and Leasehold Estates
 15




---



##### 



Section 3.12 Borrowers Acquisition of Fee Estate
 Section 3.13 Rejection of the Ground Lease
   16




---



##### 



Section 3.14
 ARTICLE 4  OBLIGATIONS AND RELIANCES
 Section 4.1 Relationship of Borrower and Lender
 Section 4.2 No Reliance on Lender
 Section 4.3 No Lender Obligations Subsections 1.1 (h) (n) Section 1.2
  Section 4.4 Reliance
 17




---



##### 



ARTICLE 5  FURTHER ASSURANCES
 Section 5.1 Recording of Security Instrument, etc
 Section 5.2 Further Acts, etc Section 5.2
 Section 5.3 Changes in Tax, Debt, Credit and Documentary Stamp Laws
 18




---



##### 



Section 5.4 Severing of Mortgage
 Section 5.5 Replacement Documents
 19




---



##### 



ARTICLE 6  DUE ON SALE/ENCUMBRANCE
 Section 6.1 Lender Reliance
 Section 6.2 No Sale/Encumbrance
 ARTICLE 7  RIGHTS AND REMEDIES UPON DEFAULT
 Section 7.1 Remedies
      20




---



##### 



Section 1.2
  21




---



##### 



Section 7.2 Application of Proceeds
 Section 7.3 Right to Cure Defaults Section 7.3
 22




---



##### 



Section 7.4 Actions and Proceedings
 Section 7.5 Recovery of Sums Required to Be Paid
 Section 7.6 Examination of Books and Records
 Section 7.7 Other Rights, etc
   23




---



##### 



Section 7.8 Right to Release Any Portion of the Property
 Section 7.9 Violation of Laws
 Section 7.10 Intentionally Omitted
 Section 7.11 Right of Entry
 ARTICLE 8  INDEMNIFICATION
 Section 8.1 General Indemnification Losses
 24




---



##### 



Section 8.1 Indemnified Parties Section 8.1 Section 8.1
 25




---



##### 



Section
8.1
 Section 8.2 Mortgage and/or Intangible Tax
 Section 8.3 ERISA Indemnification
 Section 8.4 Duty to Defend; Attorneys Fees and Other Fees and Expenses
 ARTICLE 9   WAIVERS
 Section 9.1 Waiver of Counterclaim
 26




---



##### 



Section 9.2 Marshalling and Other Matters
 Section 9.3 Waiver of Notice
 Section 9.4 Waiver of Statute of Limitations
 Section 9.5 Survival Section 8.3
 ARTICLE 10  EXCULPATION
  ARTICLE 11  NOTICES
  27




---



##### 



ARTICLE 12  APPLICABLE LAW
 Section 12.1 Governing Law (a) SUBJECT TO THE PROVISIONS OF ARTICLE 15 OF THIS
SECURITY INSTRUMENT, THE PARTIES HEREBY AGREE AND IRREVOCABLY ELECT THAT, IN ALL RESPECTS,
INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, THIS SECURITY INSTRUMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE
LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION,
PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT HERETO SHALL BE
GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IT
BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE
STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL OF THE
OBLIGATIONS ARISING HEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY
UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION
GOVERNS THIS SECURITY INSTRUMENT, AND THIS SECURITY INSTRUMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5 1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.
 ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING
TO THIS SECURITY INSTRUMENT MAY AT LENDERS OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN
THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5 1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON
VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.
BORROWER DOES HEREBY DESIGNATE AND APPOINT:
 CT CORPORATION SYSTEM  111 EIGHTH AVENUE, 13 th FLOOR  NEW YORK, NEW YORK 10011
 AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS
WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW
YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID
 28




---



##### 



AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER
PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY
SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO
LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME
TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH
SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS),
AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN
OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.
 Section 12.2 Usury Laws
 Section 12.3 Provisions Subject to Applicable Law
 ARTICLE 13  DEFINITIONS
 Borrower Lender Note Property attorneys fees legal fees counsel fees
 29




---



##### 



ARTICLE 14  MISCELLANEOUS PROVISIONS
 Section 14.1 No Oral Change
 Section 14.2 Successors and Assigns
 Section 14.3 Inapplicable Provisions
 Section 14.4 Headings, etc
 Section 14.5 Number and Gender
 Section 14.6 Subrogation
 Section 14.7 WAIVER OF TRIAL BY JURY . BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS SECURITY INSTRUMENT, THE NOTE,
OR THE OTHER LOAN DOCUMENTS OR ANY ACTS OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS
OR AGENTS IN CONNECTION THEREWITH.
 30




---



##### 



Section 14.8 Entire Agreement
 Section 14.9 Limitation on Lenders Responsibility
 Section 14.10 Conflict
 ARTICLE 15  STATE-SPECIFIC PROVISIONS
 Section 15.1 Principles of Construction
 Section 15.2 Governing Law Section 12.1
 THIS SECURITY INSTRUMENT SHALL BE CONSTRUED, INTERPRETED, ENFORCED AND GOVERNED BY AND IN
ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA (WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF
LAW) AND THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS WITHIN FLORIDA, EXCEPT THAT THE
LAWS OF THE STATE OF NEW YORK AND THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS WITHIN
STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, INTERPRETATION, ENFORCEMENT AND GOVERNANCE OF THE
NOTE, THE LOAN AGREEMENT AND THE DEBT AND THE OBLIGATIONS. THE PROCEDURES GOVERNING THE
ENFORCEMENT BY LENDER OF ITS FORECLOSURE AND PROVISIONAL REMEDIES AGAINST BORROWER UNDER THIS
SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS WITH RESPECT TO THE LAND OR OTHER ASSETS SITUATED
IN
 31




---



##### 



FLORIDA, INCLUDING BY WAY OF ILLUSTRATION, BUT NOT LIMITATION, ACTIONS FOR FORECLOSURE,
REPLEVIN, FOR CLAIM AND DELIVERY OF PROPERTY, FOR INJUNCTIVE RELIEF OR FOR THE APPOINTMENT OF A
RECEIVER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA.
 Section 15.3 Future Advances
 [NO FURTHER TEXT ON THIS PAGE]
 32




---



##### 



IN WITNESS WHEREOF
 BORROWER:
 FELCOR ST. PETE (SPE), L.L.C.,
 By:
    
    /s/ Charles N. NyeName:
    
    Charles N. NyeTitle:
    
    Vice PresidentSigned, Sealed & Delivered in thepresence of:/s/ Elizabeth CowartName: Elizabeth Cowart/s/ Jesus TorresName: Jesus TorresFELCOR ST. PETE LEASING (SPE), L.L.C.,a Delaware limited liability companyBy:
    
    /s/ Charles N. NyeName:
    
    Charles N. NyeTitle:
    
    Vice PresidentSigned, Sealed & Delivered in thepresence of:/s/ Elizabeth CowartName: Elizabeth Cowart/s/ Jesus TorresName: Jesus Torres
 33




---



##### 



STATE OF Texas
    
    
    ))
    
    
    ss.:COUNTY OF Dallas
    
    
    )
  /s/ Dana K. DrakeNotary Public




---



##### 



STATE OF Texas
    
    
    ))
    
    
    ss.:COUNTY OF Dallas
    
    
    )
  /s/ Dana K. DrakeNotary Public




---



##### 



EXHIBIT A
 (Legal Description)




---



##### 








---



##### 








---



##### 








---



##### 








---



##### 



A)
    
    THOSE LANDS PLATTED AS SUNSET SNELL ISLE SHORES REPLAT, AS RECORDED IN PLAT BOOK 54, PAGE 61,
PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA;
 B)
    
    THOSE LANDS PLATTED AS SUNSET BRIGHTSIDE SUBDIVISION, AS RECORDED IN PLAT BOOK 52, PAGE 21,
PUBLIC RECORDS OF PINELLAS COUNTY; FLORIDA;
 C)
    
    THOSE LANDS PLATTED AS SNELL ISLE SUNSET SUBDIVISION, AS RECORDED IN PLAT BOOK 78, PAGE 90,
PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA;
 D)
    
    THOSE LANDS PLATTED AS EDEN SHORES-RIETH REPLAT, AS RECORDED IN PLAT BOOK 60, PAGE 53, PUBLIC
RECORDS OF PINELLAS COUNTY, FLORIDA;
 E)
    
    THOSE LANDS PLATTED AS SUNSET SHORES, AS RECORDED IN PLAT BOOK 35, PAGE 63, PUBLIC RECORDS OF
PINELLAS COUNTY, FLORIDA;
 F)
    
    THOSE LANDS PLATTED AS EDEN SHORES SECTION EIGHT, AS RECORDED IN PLAT BOOK 48, PAGE 19,
PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA;
 G)
    
    THAT CERTAIN PARCEL OF LAND BEGINNING AT THE SOUTHWEST CORNER OF LOT 26, BLOCK 4, EDEN SHORES
SECTION THREE, AS RECORDED IN PLAT BOOK 34, PAGE 2, PUBLIC RECORDS OF PINELLAS COUNTY,
FLORIDA; THENCE RUN NORTH 29 DEG. 3831 WEST 138.14 FEET TO THE SOUTHWEST CORNER OF LOT 1 OF
EDEN SHORES SECTION EIGHT, AS RECORDED IN PLAT BOOK 48, PAGE 19, PUBLIC RECORDS OF PINELLAS
COUNTY, FLORIDA; THENCE ALONG THE SOUTH BOUNDARY OF SAID LOT 1 TO THE NORTHWEST CORNER OF SAID
LOT 26, BLOCK 4, EDEN SHORES




---



##### 



SECTION THREE, RUN THENCE SOUTH ALONG THE WEST BOUNDARY OF SAID LOT 26 TO THE POINT OF
BEGINNING.




---



##### 








---



#####