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Exhibit 10.28.4
 
 
  FELCOR ESMERALDA (SPE), L.L.C.,   FELCOR ESMERALDA LEASING (SPE), L.L.C.,
  FIRST AMERICAN TITLE INSURANCE COMPANY
 GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.  as Lender
  AMENDED AND RESTATED DEED OF TRUST,
SECURITY AGREEMENT AND FIXTURE FILING
  Location:
    
    44-400 Indian Wells LaneIndian Wells, CACounty:
    
    Riverside




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AMENDED AND RESTATED DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
 THIS AMENDED AND RESTATED DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING Security
Instrument FELCOR ESMERALDA (SPE), L.L.C., Hotel Owner FELCOR ESMERALDA LEASING (SPE), L.L.C., Hotel Operator Borrower FIRST AMERICAN TITLE
INSURANCE COMPANY Trustee GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC. Lender
 W I T N E S S E T H :
 WHEREAS
 Prior Owner Original Note" Loan
 Original Security Instrument"
 Original Assignment"
 Original Loan Documents
 WHEREAS




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Hotel Operating Lease
 WHEREAS Assumption Agreement
 WHEREAS Loan Agreement
 WHEREAS Note"
 WHEREAS
 WHEREAS
 WHEREAS Assignment of Leases Loan Documents
 -2-




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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
 -3-




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Equipment Equipment
 Fixtures Fixtures
 Personal Property Personal Property
 -4-




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Uniform Commercial Code
 Leases and Rents Leases Bankruptcy Code Rents
 Condemnation Awards
 Insurance Proceeds
 Tax Certiorari
 Conversion
 Rights Section 7.4
 Agreements
 -5-




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Trademarks
 Accounts
 Interest Rate Cap Agreement
 Other Rights
 Real Property
 Section 1.2 Assignment of Rents Section 7.l(h)
 -6-




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Section 1.3 Security Agreement Collateral
 Section 1.4 Fixture Filing
 Section 1.5 Pledges of Monies Held
 -7-




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CONDITIONS TO GRANT
 TO HAVE AND TO HOLD
 IN TRUST, WITH POWER OF SALE
 PROVIDED, HOWEVER
 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
 -8-




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Section 3.3 Insurance
 Section 3.4 Maintenance of Property
 Section 3.5 Waste
 Section 3.6 Payment for Labor and Materials Labor and Material Costs"
  -9-




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Section 3.7 Performance of Other Agreements
 Section 3.8 Change of Name, Identity or Structure
 Section 3.9 Title
 ARTICLE 4  OBLIGATIONS AND RELIANCES
 -10-




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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
 ARTICLE 5  FURTHER ASSURANCES
 Section 5.1 Recording of Security Instrument, etc
 -11-




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Section 5.2 Further Acts, etc
 Section 5.3 Changes in Tax, Debt, Credit and Documentary Stamp Laws
  -12-




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Section 5.4 Severing of Mortgage
 Section 5.5 Replacement Documents
 ARTICLE 6  DUE ON SALE/ENCUMBRANCE
 Section 6.1 Lender Reliance
 Section 6.2 No Sale/Encumbrance
 -13-




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ARTICLE 7  RIGHTS AND REMEDIES UPON DEFAULT
 Section 7.1 Remedies
        Section 1.2
 -14-




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-15-




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Section 7.2 Application of Proceeds
 Section 7.3 Right to Cure Defaults
 Section 7.4 Actions and Proceedings
 Section 7.5 Recovery of Sums Required to Be Paid
 -16-




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Section 7.6 Examination of Books and Records
 Section 7.7 Other Rights, etc
   Section 7.8 Right to Release Any Portion of the Property
 -17-




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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
 -18-




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Section 8.1 Indemnified Parties Section 8.1 Section 8.1 Section 8.1
 Section 8.2 Mortgage and/or Intangible Tax
 Section 8.3 ERISA Indemnification
 -19-




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Section 8.4 Duty to Defend; Attorneys Fees and Other Fees and Expenses
 ARTICLE 9  WAIVERS
 Section 9.1 Waiver of Counterclaim.
 Section 9.2 Marshalling and Other Matters
 Section 9.3 Waiver of Notice
 -20-




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Section 9.4 Waiver of Statute of Limitations
 Section 9.5 Survival Section 8.3
 ARTICLE 10  EXCULPATION
  ARTICLE 11  NOTICES
  ARTICLE 12  APPLICABLE LAW
 Section 12.1 Governing Law (a) 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
 -21-




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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  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 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
 -22-




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Section 12.3 Provisions Subject to Applicable Law
 ARTICLE 13  DEFINITIONS
 Borrower Lender Note Property attorneys fees legal fees counsel fees
 ARTICLE 14  MISCELLANEOUS PROVISIONS
 Section 14.1 No Oral Change
 Section 14.2 Successors and Assigns
 Section 14.3 Inapplicable Provisions
 -23-




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Section 14.4 Headings, etc
 Section 14.5 Number and Gender
 Section 14.6 Subrogation
 Section 14.7 Entire Agreement
 Section 14.8 Limitation on Lenders Responsibility
 Section 14.9 Conflict
 -24-




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ARTICLE 15  DEED OF TRUST PROVISIONS
 Section 15.1 Concerning the Trustee et.
seq.
 Section 15.2 Trustees Fees
 Section 15.3 Certain Rights
 -25-




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Section 15.4 Retention of Money
 Section 15.5 Perfection of Appointment
 Section 15.6 Succession Instruments
 ARTICLE 16  HOTEL OPERATING LEASE PROVISIONS
 Section 16.1 No Merger of Fee and Leasehold Estates; Releases
 ARTICLE 17  STATE-SPECIFIC PROVISIONS
 Section 17.1 Principles of Construction
 -26-




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Section 17.2 Remedies Not Exclusive; Waiver
 Section 17.3 Power of Sale
 -27-




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Section 17.4 Right of Rescission
 Section 17.5 Full Reconveyance
 Section 17.6 Fixture Filing
 Section 17.7 Border Zone Property et seq
 -28-




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Section 17.8 Additional Security Agreement Provisions
   Section 17.9 Additional Waivers
    -29-




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Section 17.10 Additional Environmental Provisions
 Section 17.11 Request for Notices
 [NO FURTHER TEXT ON THIS PAGE]
 -30-




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IN WITNESS WHEREOF
 BORROWER:
 FELCOR ESMERALDA (SPE), L.L.C.,
 By: 
Name:
    
    /s/ Charles N. Nye              

   Charles N. NyeTitle:
    
    Vice President
 FELCOR ESMERALDA LEASING (SPE), L.L.C.,
 By: 
Name:
    
    /s/ Charles N. Nye              

   Charles N. NyeTitle:
    
    Vice President




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STATE OF TEXAS
    
    
    ))
    
    
    ssCOUNTY OF DALLAS
    
    
    )
 he his
  Signature/s/ Dana K. DrakeDana K. Drake Official Seal ofNotary Public State of
    
    TXMy Commission Expires
    
    April 13, 2008




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STATE OF TEXAS
    
    
    ))
    
    
    ssCOUNTY OF DALLAS
    
    
    )
 he his
  Signature/s/ Dana K. DrakeDana K. Drake Official Seal ofNotary Public State of
    
    TXMy Commission Expires
    
    April 13, 2008




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ACKNOWLEDGED AND CONSENTED TO BY:GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,a Delaware corporationBy:Print Name:Title:
 ACKNOWLEDGMENTSSTATE OF
    
    
    ))
    
    
    s.s.:COUNTY OF
    
    
    )




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EXHIBIT A
 (Legal Description)




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