exv10w33w5






Exhibit 10.33.5




GUARANTY




          THIS GUARANTY (this “Guaranty”), dated as of May 3, 2010, is made by FELCOR LODGING
LIMITED PARTNERSHIP, a Delaware limited partnership, having its principal place of business at c/o
FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062
(“Guarantor”), for the benefit of FORTRESS CREDIT CORP., a Delaware corporation, having its
principal place of business at c/o Fortress Investment Group LLC, 1345 Avenue of the Americas,
46th Floor, New York, New York 10105, for benefit of the Lenders (as defined herein)
from time to time parties to the Loan Agreement (defined below) (collectively with its successors
and assigns, “Administrative Agent”). Capitalized terms used but not defined herein shall
have the meaning set forth in the Loan Agreement.




RECITALS



     A. FelCor/CMB Buckhead Hotel, L.L.C., FelCor/CMB Marlborough Hotel, L.L.C., FelCor/CMB Orsouth
Holdings, L.P., FelCor/CMB Corpus Holdings, L.P., FelCor/CMB SSF Holdings, L.P., FelCor S-4 Hotels
(SPE), L.L.C., DJONT/CMB Buckhead Leasing, L.L.C., DJONT/CMB FCOAM, L.L.C., DJONT/CMB Corpus
Leasing, L.L.C., DJONT/CMB Orsouth Leasing, L.L.C., DJONT/CMB SSF Leasing, L.L.C., FelCor S-4
Leasing (SPE), L.L.C., and FCH/SH Leasing II, L.L.C. (each a “Borrower,” and collectively,
“Borrowers”), Administrative Agent, in its capacity as administrative agent, Administrative
Agent, in its capacity as initial lender (“Initial Lender”), and certain other Persons,
collectively, as lenders (each a “Lender” and, collectively, the “Lenders”), have
entered into that certain Credit Agreement dated as of the date hereof (as the same may be amended,
restated, replaced, supplemented or otherwise modified from time to time, the “Loan
Agreement”), pursuant to which Administrative Agent and the Lenders have agreed to make a loan
(the “Loan”) to the Borrowers in the original principal sum of TWO HUNDRED TWELVE MILLION
and 00/100 Dollars ($212,000,000.00).



     B. Borrowers, Administrative Agent, Initial Lender and Guarantor are parties to a certain
Letter Agreement, dated as of the date hereof, which, among other things, sets forth certain
guaranty obligations of Guarantor (as the same may be amended, restated, replaced, supplemented or
otherwise modified from time to time, the “Letter Agreement”).



     C. Guarantor, directly or indirectly, owns 100% of Borrowers (other than FCH/SH Leasing II,
L.L.C., of which Guarantor owns, directly or indirectly, 50% of the beneficial interest, and 100%
of the voting interest), and Guarantor will to benefit from the Loan, and desires that
Administrative Agent and Initial Lender enter into the Loan Agreement with Borrowers.



     D. Administrative Agent and Initial Lender are not willing to make the Loan to Borrowers
unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed
Obligations (as hereinafter defined).



          NOW, THEREFORE, as an inducement to Administrative Agent and Initial Lender to make the Loan
to Borrowers, and for other good and valuable consideration, the





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receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows:




ARTICLE I — NATURE AND SCOPE OF GUARANTY



     Section 1.1 Guaranty of Obligations. Guarantor hereby irrevocably and unconditionally
guarantees to Administrative Agent the payment and performance of the Guaranteed Obligations as and
when the same shall be due and payable. Guarantor hereby irrevocably and unconditionally covenants
and agrees that it is liable for the Guaranteed Obligations as a primary obligor.



     Section 1.2 Definition of Guaranteed Obligations. As used herein, the term
“Guaranteed Obligations” means (i) Borrowers’ liability under Section 12.9(b) of the Loan
Agreement, (ii) Borrowers’ liability under the Letter Agreement to pay the Franchise-Related
Guaranteed Amount (as defined in the Letter Agreement), (iii) Borrowers’ liability under the Loan
Agreement to pay the Incentive Management Fee Tie-In Amount, (iv) Borrowers’ liability under the
Loan Agreement to pay the Brand Standards Renovation Payment Amount, (v) Borrowers’ liability under
the Loan Agreement to pay the PIP Payment Amount, and (vi) upon the occurrence of a Full Recourse
Event, Borrowers’ liability under Section 12.9(c) to pay the full amount of the Obligations.



     Section 1.3 Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing
guaranty of payment and performance and not a guaranty of collection. This Guaranty may not be
revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations
arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural
person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate,
legal representatives and heirs).



     Section 1.4 Payment by Guarantor. Guarantor shall, immediately upon demand by
Administrative Agent, pay the amount due on the Guaranteed Obligations to Administrative Agent at
Administrative Agent’s address as set forth herein or as otherwise instructed by Administrative
Agent. Such demand(s) may be made at any time coincident with or after the time for payment of all
or any part of the Guaranteed Obligations with respect to the same or different Guaranteed
Obligations.



     Section 1.5 No Duty to Pursue Others. Administrative Agent shall not be required (and
Guarantor hereby waives any rights to require Administrative Agent), in order to enforce the
obligations of Guarantor hereunder, first (i) to institute suit or otherwise exhaust its remedies
against any Borrower or any other Persons liable on the Loan or the Guaranteed Obligations, or
against any other Person, (ii) to enforce Administrative Agent’s rights against any collateral
given to secure the Loan, (iii) to enforce Administrative Agent’s rights against any other
guarantors of the Guaranteed Obligations, (iv) to join Borrowers or any other Persons liable on the
Guaranteed Obligations in any action seeking to enforce this Guaranty, (v) to exhaust any available
remedies against any collateral given to secure the Loan, or (vi) to resort to any other means of
obtaining payment of the Guaranteed Obligations.



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     Section 1.6 Waivers. Guarantor agrees to the provisions of the Loan Documents and
hereby waives notice of (i) any loans or advances made by Administrative Agent to Borrowers, (ii)
acceptance of this Guaranty, (iii) any amendment, modification, replacement or extension of any
Loan Document, (iv) the execution and delivery by Borrowers and/or Administrative Agent of any
other agreements, promissory notes or other documents arising under the Loan Documents or in
connection with the Collateral Property, (v) any Event of Default, (vi) Administrative Agent’s
transfer, participation, componentization or other disposition of the Guaranteed Obligations, or
any part thereof, (vii) sale or foreclosure (or posting or advertising therefor) of any collateral
for the Guaranteed Obligations, (viii) protest, presentment, intention to accelerate the maturity,
acceleration of the maturity, or proof of non-payment or default by Borrowers, or (ix) any other
action taken or omitted by Administrative Agent and any and all demands and notices of every kind
in connection with this Guaranty, the Loan Documents, and any documents or agreements evidencing,
securing or relating to any of the Guaranteed Obligations and any other obligations hereby
guaranteed.



     Section 1.7 Payment of Expenses. If Guarantor fails to timely perform any provisions
of this Guaranty, Guarantor shall, immediately upon demand by Administrative Agent, pay
Administrative Agent any and all reasonable costs and expenses (including court costs and
reasonable attorneys’ fees and expenses) incurred by Administrative Agent in the enforcement hereof
or the preservation of Administrative Agent’s rights hereunder. The covenant contained in this
Section 1.7 shall survive the payment and performance of the Guaranteed Obligations.



     Section 1.8 Effect of Bankruptcy. If pursuant to any Insolvency Proceeding concerning
any Borrower or Guarantor, Administrative Agent must rescind, restore or return any payment or any
part thereof received by Administrative Agent in satisfaction (in full or in part) of the
Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this
Guaranty given to Guarantor by Administrative Agent shall be without effect, and this Guaranty
shall remain in full force and effect. Guarantor acknowledges that Guarantor’s obligations
hereunder shall not be discharged except by Guarantor’s performance of same and then only to the
extent of such performance. In addition, if at any time any payment of principal, interest or any
other amount payable by Borrowers under any Loan Document, is rescinded or must be restored or
returned pursuant to an Insolvency Proceeding concerning any Borrower or otherwise, Guarantor’s
obligations hereunder with respect to such payment shall be fully reinstated as though such payment
has been due but not made.



     Section 1.9 Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding
anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and
irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under
any agreement, at law or in equity (including, without limitation, any law subrogating Guarantor to
the rights of Administrative Agent), to assert any claim against or seek contribution,
indemnification or any other form of reimbursement from any Borrower or any other party liable for
payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in
connection with this Guaranty or otherwise until the Obligations are paid in full. The provisions
of this paragraph shall survive the termination of this Guaranty, and any satisfaction and
discharge of any Borrower by virtue of any payment, court order or any applicable law.



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     Section 1.10 Borrower. The term “Borrower” or “Borrowers” as used
herein shall include any new or successor corporation, association, partnership (general or
limited), limited liability company, joint venture, trust or other individual or organization
formed as a result of any merger, reorganization, sale, transfer, assignment, devise, gift or
bequest of or by Borrower or Borrowers or any interest in Borrower, Borrowers or the Loan.



ARTICLE II — EVENTS AND CIRCUMSTANCES NOT

REDUCING OR DISCHARGING GUARANTOR’S OBLIGATIONS



     Section 2.1 Events and Circumstances Not Reducing or Discharging Guarantor’s
Obligations. Guarantor hereby consents and agrees to each of the following and agrees
that Guarantor’s obligations hereunder shall not be released, diminished, impaired, reduced or
adversely affected in any way by any of the following, and waives any common law, equitable,
statutory or other rights (including, without limitation, rights to notice) which Guarantor might
have in connection with any of the following:



          (a) Modifications, Releases, Etc. Any (i) renewal, extension, increase, reduction,
modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, any
Loan Document, or any other document or agreement between any Borrower and Administrative Agent or
any other parties pertaining to the Guaranteed Obligations (including, without limitation, any
sale, assignment, or negotiation of the Note); (ii) adjustment, indulgence, forbearance or
compromise that might be extended, granted or given by Administrative Agent to any Borrower or
Guarantor; (iii) full or partial release of the liability of Borrowers, Guarantor, or any other
Person, with respect to the Guaranteed Obligations; (iv) taking or accepting of any other security,
collateral or guaranty of payment for all or any part of the Guaranteed Obligations; or (v)
release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including,
without limitation, negligent, willful, unreasonable or unjustifiable impairment) of any
collateral, property or security at any time existing in connection with, or assuring or securing
payment of, all or any part of the Guaranteed Obligations.




          (b) Condition of Borrowers or Guarantor. The existence of an Insolvency Proceeding
concerning any Borrower, Guarantor or any other party liable for the payment of all or part of the
Guaranteed Obligations, or any dissolution of any Borrower or Guarantor or any sale, lease or
transfer of any or all of the assets of any Borrower or Guarantor, or any changes in the
shareholders, partners or members of any Borrower or Guarantor, or any merger, consolidation, or
reorganization of any Borrower or Guarantor into or with any other Person.




          (c) Invalidity, Unenforceability, Offset, Etc. The invalidity, illegality or
unenforceability of all or any part of the Guaranteed Obligations or any Loan Document, or of any
other document or agreement executed in connection with the Guaranteed Obligations for any reason
whatsoever, including, without limitation, the fact that (i) the Guaranteed Obligations or any part
thereof exceeds the amount permitted by law, (ii) the act of creating the Guaranteed Obligations or
any part thereof is ultra vires, (iii) the officers or representatives executing
the Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their
authority, (iv) the Guaranteed Obligations violate applicable usury laws, (v) any Borrower has




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valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the
Guaranteed Obligations wholly or partially uncollectible from one or more of Borrowers, and whether
such defense, claim, or right of offset arises in connection with the Guaranteed Obligations, the
transactions creating same, or otherwise (including any defense based upon any statute or rule of
law which provides that the obligation of a surety must be neither larger in amount nor in other
respects more burdensome than that of the principal and any defense of the statute of limitations
in any action hereunder or in any action for the collection or performance of any obligations
hereby guaranteed), (vi) the creation, performance or repayment of the Guaranteed Obligations (or
the execution, delivery and performance of any document or instrument representing part of the
Guaranteed Obligations, or executed in connection with the Guaranteed Obligations, or given to
secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable,
(vii) any Loan Document has been forged, or is not genuine or authentic, it being agreed that
Guarantor shall remain liable hereunder regardless of whether any Borrower or any other person be
found not liable on the Guaranteed Obligations or any part thereof for any reason, or (viii) any
collateral, security, security interest or lien contemplated or intended to be given, created or
granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not
be properly perfected or created, or shall prove to be unenforceable or subordinate to any other
security interest or lien, it being acknowledged and agreed by Guarantor that Guarantor is not
entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity,
enforceability, collectibility or value of any of the collateral for the Guaranteed Obligations.




          (d) Care and Diligence. The failure of Administrative Agent or any other party to
exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other
handling or treatment of all or any part of any collateral, property or security, including,
without limitation, any neglect, delay, omission, failure or refusal of Administrative Agent (i) to
take or prosecute any action for the collection of any of the Guaranteed Obligations, (ii) to
foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any
action to foreclose upon any security therefor, or (iii) to take or prosecute any action in
connection with any instrument or agreement evidencing or securing all or any part of the
Guaranteed Obligations.




          (e) Preference. Any payment by any Borrower to Administrative Agent is held to
constitute a preference under bankruptcy laws or for any reason Administrative Agent is required to
refund or remit any such payment or amount to any Borrower or any other Person.




          (f) Other Actions Taken or Not Taken. Any other action taken or not taken with
respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor,
whether or not such action or inaction prejudices Guarantor or increases the likelihood that
Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof.




ARTICLE III — REPRESENTATIONS AND WARRANTIES



     Section 3.1 Representations and Warranties. To induce Administrative Agent and the
Initial Lender to enter into the Loan Documents and to make the Loan, Guarantor represents and



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warrants to Administrative Agent that: (a) Guarantor will receive a direct or indirect benefit
from the making of the Loan to Borrowers; (b) Guarantor is familiar with, and has independently
reviewed books and records regarding, the financial condition of Borrowers and any and all
collateral intended to be given as security for the payment of the Obligations; (c) after giving
effect to this Guaranty, Guarantor is and will remain solvent; (d) to Guarantor’s knowledge, the
execution, delivery and performance by Guarantor of this Guaranty and the consummation of the
transactions contemplated hereunder do not and will not contravene or conflict with any law,
statute or regulation to which Guarantor is subject, or constitute a default (or which with notice,
or lapse of time, or both, would constitute a default) under, or result in the breach of, any
indenture, mortgage, charge, lien, or any contract or agreement to which Guarantor is a party or
which may be applicable to Guarantor; (e) to Guarantor’s knowledge, no approval, authorization,
order, license or consent of, or registration or filing with, any Governmental Authority or other
person, and no approval, authorization or consent of any other Person is required in connection
with this Guaranty; (f) to Guarantor’s knowledge, there are no actions, suits or proceedings at law
or in equity by or before any Governmental Authority or other agency now pending and served or, to
Guarantor’s knowledge, threatened, involving or concerning Guarantor, and (g) this Guaranty is a
legal, valid and binding obligation of Guarantor, and is enforceable in accordance with its terms,
except as may be limited by principles of equity, bankruptcy, insolvency or other laws of general
application relating to the enforcement of creditors’ rights.




     Section 3.2 Additional Provisions. Without limiting anything set forth in Section
3.1 above, Guarantor hereby represents, warrants, covenants and agrees as follows:



          (a) Guarantor (i) is duly organized and validly existing in good standing under the laws of
the State of Delaware, (ii) is duly qualified to do business in each jurisdiction in which the
nature of its business makes such qualification necessary, (iii) has the requisite power and
authority to carry on its business as now being conducted, and (iv) has the requisite power to
execute and deliver, and perform its obligations under, this Guaranty and any other Loan Document
to which it is a party.




          (b) The execution and delivery by Guarantor of this Guaranty and any other Loan Document to
which it is a party, and Guarantor’s performance of its obligations thereunder (i) have been duly
authorized by all requisite action on the part of Guarantor, (ii) will not violate any provision of
any applicable Legal Requirements, and (iii) will not be in conflict with, result in a breach of,
or constitute (with due notice or lapse of time or both) a default under, or result in the creation
or imposition of any Lien of any nature whatsoever upon any of the property or assets of Guarantor
pursuant to, any indenture or agreement or instrument. This Guaranty and the other Loan Documents
to which Guarantor is a party have been duly executed and delivered by Guarantor.




ARTICLE IV — SUBORDINATION OF CERTAIN INDEBTEDNESS



     Section 4.1 Subordination of All Guarantor Claims. As used herein, the term
“Guarantor Claims” shall mean any and all debts and liabilities of any Borrower owed to
Guarantor, whether now existing or hereafter incurred, including, without limitation, all rights
and claims of Guarantor against any Borrower (arising as a result of subrogation or otherwise) as a
result of Guarantor’s payment of all or any portion of the Guaranteed Obligations. Without



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limiting the provisions of Section 1.9, Guarantor hereby subordinates its rights to
receive any payment from any Borrower on account of any Guarantor Claims to the full and
indefeasible payment of the Obligations payable to Administrative Agent. Following the occurrence
of an Event of Default, Guarantor shall not demand, receive or collect, directly or indirectly,
from any Borrower or any other party, and shall not claim any offset or other reduction of
Guarantor’s obligations hereunder because of, any amount pursuant to or in satisfaction of the
Guarantor Claims until the Obligations are paid in full.




     Section 4.2 Claims in Bankruptcy. In the event of an Insolvency Proceeding involving
Guarantor as debtor, Administrative Agent shall have the right to prove its claim in any such
proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee
or other court custodian dividends and payments which would otherwise be payable pursuant to or in
satisfaction of Guarantor Claims. Guarantor hereby assigns any and all such dividends and payments
to Administrative Agent.



     Section 4.3 Payments Held in Trust. If, notwithstanding anything to the contrary
contained in this Guaranty, Guarantor should receive any funds, payment, claim or distribution
which is prohibited hereunder, Guarantor covenants and agrees to hold in trust for Administrative
Agent an amount equal to the amount of all funds, payments, claims or distributions so received,
and Guarantor acknowledges and agrees that it shall have absolutely no dominion over the amount of
such funds, payments, claims or distributions so received, except to pay them promptly to
Administrative Agent, and Guarantor hereby covenants and agrees promptly to pay the same to
Administrative Agent.



     Section 4.4 Liens Subordinate; Standstill. Guarantor acknowledges and agrees that any
liens, security interests, judgment liens, charges or other encumbrances upon any Borrower’s assets
securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens,
security interests, judgment liens, charges or other encumbrances upon such Borrower’s assets
securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of
Guarantor or Administrative Agent presently exist or are hereafter created or attach. Guarantor
shall not (i) exercise or enforce any creditor’s right it may have against any Borrower, or (ii)
foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings
(judicial or otherwise, including, without limitation, the commencement of, or joinder in, any
liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any
liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other
encumbrances on assets of any Borrower held by Guarantor.



ARTICLE V — MISCELLANEOUS



     Section 5.1 Waiver. No failure to exercise, and no delay in exercising, on the part
of Administrative Agent, any right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any other right. The rights of Administrative Agent hereunder shall be in addition to all other
rights provided by law. No notice or demand given in any case shall constitute a waiver of the
right to take other action in the same, similar or other instances without such notice or demand.



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     Section 5.2 Notices. All notices, consents, approvals, demands and requests required
or permitted hereunder shall be given in writing and shall be effective for all purposes if hand
delivered or sent by (a) hand delivery, with proof of attempted delivery, (b) certified or
registered United States mail, postage prepaid, (c) expedited prepaid delivery service, either
commercial or United States Postal Service, with proof of attempted delivery, or (d) by telecopier
(with answerback acknowledged) provided that such telecopied notice must also be delivered by one
of the means set forth in (a), (b) or (c) above, addressed to the parties as follows:


If to Administrative Agent:



Fortress Credit Corp.

1345 Avenue of the Americas, 46th Floor

New York, New York 10105

Attention: James K. Noble III

Facsimile No.: (212) 798-6090



with a copy to:



Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

Attention: Robert L. Golub, Esq.

Facsimile No.: (212) 839-5599



If to Guarantor:



FelCor Lodging Limited Partnership

545 E. John Carpenter Freeway, Suite 1300

Irving, Texas 75062

Attention: General Counsel

Facsimile No.: (972 ) 444-4949



with a copy to:



Akin Gump Strauss Hauer & Feld LLP

1700 Pacific Avenue, Suite 4100

Dallas, Texas 75201

Attention: Robert W. Dockery, Esq.

Facsimile No.: (214) 969-4343



A party receiving a notice which does not comply with the technical requirements for notice under
this Section 5.2 may elect to waive any deficiencies and treat the notice as having been
properly given. A notice shall be deemed to have been given: (a) in the case of hand delivery, at
the time of delivery; (b) in the case of registered or certified mail, when delivered or the first
attempted delivery on a Business Day; (c) in the case of expedited prepaid delivery upon the first
attempted delivery on a Business Day; or (d) in the case of telecopier, upon receipt of






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answerback confirmation, provided that such telecopied notice was also delivered as required in
this Section 5.2.




     Section 5.3 Governing Law; Submission to Jurisdiction; Choice of Forum.



          (a) This Guaranty shall be interpreted and enforced according to the laws of the state of New
York (without giving effect to rules regarding conflict of laws).




          (b) GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE
UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY
THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN
DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND GUARANTOR IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
IN SUCH FEDERAL COURT. GUARANTOR AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT
ANY RIGHT THAT ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ITS
PROPERTIES OR GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.




          (c) GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT IN ANY
COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.




     Section 5.4 Severability. Wherever possible, each provision of this Guaranty shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Guaranty shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Guaranty.



     Section 5.5 Modification; Waiver in Writing. No modification, amendment, extension,
discharge, termination or waiver of any provision of this Guaranty, nor consent to any



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departure by Guarantor therefrom, shall in any event be effective unless the same shall be in
a writing signed by the party against whom enforcement is sought, and then such waiver or consent
shall be effective only in the specific instance, and for the purpose, for which given. Except as
otherwise expressly provided herein, no notice to, or demand on Guarantor, shall entitle Guarantor
to any other or future notice or demand in the same, similar or other circumstances.




     Section 5.6 Number and Gender. All references to sections and exhibits are to
sections and exhibits in or to this Guaranty unless otherwise specified. Unless otherwise
specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in
this Guaranty shall refer to this Guaranty as a whole and not to any particular provision, article,
section or other subdivision of this Guaranty. Unless otherwise specified, all meanings attributed
to defined terms herein shall be equally applicable to both the singular and plural forms of the
terms so defined. Whenever the context may require, any pronouns used herein shall include the
corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns
shall include the plural and vice versa.



     Section 5.7 Headings, Etc. The headings and captions of various paragraphs of this
Guaranty are for the convenience of reference only and are not to be construed as defining or
limiting, in any way, the scope or intent of the provisions hereof.



     Section 5.8 Counterparts. This Guaranty may be executed in several counterparts, each
of which counterparts shall be deemed an original instrument and all of which together shall
constitute a single Guaranty. The failure of any party hereto to execute this Guaranty, or any
counterpart hereof, shall not relieve the other signatories from their obligations hereunder.



     Section 5.9 Rights and Remedies. If Guarantor becomes liable for any indebtedness
owing by any Borrower to Administrative Agent, by endorsement or otherwise, other than pursuant to
this Guaranty, such liability shall not be in any manner impaired or affected hereby, and the
rights of Administrative Agent hereunder shall be cumulative of any and all other rights that
Administrative Agent may ever have against Guarantor. The exercise by Administrative Agent of any
right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude
the concurrent or subsequent exercise of any other right or remedy.



     Section 5.10 Entire Agreement. This Guaranty and the other Loan Documents embody the
final, entire agreement of Guarantor and Administrative Agent with respect to the Guarantor’s
guaranty of the Guaranteed Obligations and supersedes any and all prior commitments, agreements,
representations, and understandings, whether written or oral, relating to the subject matter
hereof. This Guaranty is intended by Guarantor and Administrative Agent as a final and complete
expression of the terms of the Guaranty, and no course of dealing between Guarantor and
Administrative Agent, no course of performance, no trade practices, and no evidence of prior,
contemporaneous or subsequent oral agreements or discussions or other extrinsic evidence of any
nature shall be used to contradict, vary, supplement or modify any term of this Guaranty. There
are no oral agreements between Guarantor and Administrative Agent.



     Section 5.11 Waiver of Right to Trial by Jury. GUARANTOR HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE



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LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). GUARANTOR
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ADMINISTRATIVE AGENT OR ANY LENDER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ADMINISTRATIVE AGENT OR ANY LENDER WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT ADMINISTRATIVE
AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE WAIVERS AND CERTIFICATIONS IN THIS SECTION.




     Section 5.12 Cooperation.



          (a) Guarantor acknowledges that Administrative Agent may engage in one or more Secondary
Market Transactions in accordance with the Loan Agreement. Guarantor shall cooperate with
Administrative Agent in effecting all such Secondary Market Transactions and shall cooperate to
implement the requirements imposed by any Rating Agency involved in any Secondary Market
Transaction. Guarantor shall provide such information and documents Guarantor has in its
possession relating to Guarantor, any Borrower, any Collateral Property and any tenants of the
Improvements as Administrative Agent may reasonably request in connection with such Secondary
Market Transaction. In addition, Guarantor shall make available to Administrative Agent all
information concerning its business and operations that Administrative Agent may reasonably
request. Administrative Agent shall be permitted to share all such information with the investment
banking firms, Rating Agencies, accounting firms, law firms and other third-party advisory firms
and parties involved with the Loan and/or any Secondary Market Transaction. It is understood and
acknowledged that the information provided by Guarantor to Administrative Agent may ultimately be
incorporated into the offering documents for such Secondary Market Transaction, and thus, various
investors may also have access to such information. Administrative Agent and all of the aforesaid
third-party advisors and professional firms shall be entitled to rely on the information supplied
by, or on behalf of, Guarantor in such form as provided. Administrative Agent may publicize the
Loan in connection with any Secondary Market Transaction or its business development.




          (b) Upon any transfer or proposed transfer contemplated above and by Article 14 of the Loan
Agreement, at Administrative Agent’s request, Guarantor shall provide an estoppel certificate to
any investor or any prospective investor in a Secondary Market Transaction, in such form and
substance as Administrative Agent, or such investor or prospective investor, may reasonably
require.




     Section 5.13 Exculpation. Notwithstanding anything to the contrary in this Guaranty,
the only entity or person with any financial or other obligation under this Guaranty, at law or in
equity, is Guarantor, and Administrative Agent and Lenders shall look solely to the assets of
Guarantor and its general partner(s) for the satisfaction of any claim arising under, or in
connection with, this Guaranty, at law or equity. Notwithstanding anything to the contrary
contained in this Guaranty, except for any general partner of Guarantor, no present or future



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Constituent Member (as hereinafter defined) in Guarantor, nor any present or future
shareholder, officer, director, employee, trustee, beneficiary, advisor, member, partner,
principal, participant or agent of or in Guarantor or of or in any person or entity that is or
becomes a Constituent Member in Guarantor, shall have any personal or other liability, directly or
indirectly, under or in connection with this Guaranty. Administrative Agent and Lenders, on behalf
of themselves and their respective successors and assigns, hereby waive any and all such personal
or other liability. The term “Constituent Member”, as used herein, shall mean any direct
partner or member in Guarantor and any Person that, directly or indirectly through one or more
other partnerships, limited liability companies, corporations or other entities, is a partner or
member in Guarantor except for any general partner of Guarantor. Notwithstanding anything to the
contrary contained in this Guaranty, neither the negative capital account of any Constituent Member
in Guarantor nor any obligation of any Constituent Member in Guarantor to restore a negative
capital account or to contribute or loan capital to Guarantor or to any other Constituent Member in
Guarantor shall at any time be deemed to be the property or an asset of Guarantor (or any such
other Constituent Member) and neither Administrative Agent nor Lenders nor any of their respective
successors or assigns shall have any right to collect, enforce or proceed against any Constituent
Member with respect to any such negative capital account or obligation to restore, contribute or
loan.




     Section 5.14 California State-Specific Waiver. In the event of any inconsistencies
between the terms and conditions of this Section 5.14 and the other terms and conditions of
this Guaranty, the terms and conditions of this Section 5.14 shall control and be binding.
Guarantor hereby waives:




     (i) Presentment, demand, protest, notice of protests, notice of dishonor, notice of
intention to accelerate, notice of acceleration and notices of non-payment and notice of
acceptance of this Guaranty;




     (ii) The right, if any, to the benefit of or to direct the application of, any security
held by Administrative Agent, including any Collateral Properties; and all rights of
subrogation, any right to enforce any remedy which Guarantor now has or hereafter may have
against any Borrower and any right to participate in any security now or hereafter held by
Administrative Agent;




     (iii) The right to require Administrative Agent to proceed against any Borrower or to
proceed against any security now or hereafter held by Administrative Agent or to pursue any
other remedy in Administrative Agent’s power;




     (iv) The benefits, if Guarantor is entitled to any benefits, of any single-action
legislation or of any or all anti-deficiency statutes or regulations or judicial
interpretations thereof, including, but not limited to, any protection which may be afforded
Guarantor by California Code of Civil Procedure Sections 580a, 580b, 580d and 726, and any
amendments or modifications thereto. Guarantor understands and agrees that by waiving the
anti-deficiency protections referred to herein, Guarantor can be held liable for a
deficiency judgment following a non-judicial foreclosure sale (including a non-judicial
foreclosure sale of a purchase money obligation) even if the price paid for any Collateral
Property at the non-judicial foreclosure sale is less than the fair value of such Collateral



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Property; and Guarantor further understands and agrees that Guarantor is waiving its
defense that the price paid for any Collateral Property at a judicial foreclosure sale may
not be equal to the fair value of such Collateral Property; and Guarantor further
understands and agrees that by Guarantor waiving its right to a fair value hearing following
the foreclosure sale that Administrative Agent can seek a deficiency against Guarantor up to
the entire amount of the sums guaranteed hereby less the amount paid for any Collateral
Property at the non-judicial or judicial foreclosure sale;




     (v) Any right of subrogation which Guarantor may have under California law to seek
reimbursement from any Borrower of any sums paid by Guarantor to Administrative Agent
pursuant to this Guaranty until the prior full and indefeasible repayment of the Loan in
accordance with the Loan Documents;




     (vi) Any estoppel defense arising out of Section 580d of the California Code of Civil
Procedure;




     (vii) Any defense arising out of absence, impairment or loss of any right of
reimbursement or subrogation or other right or remedy of Guarantor against a Borrower or
against any security resulting from the exercise or election of any remedies by
Administrative Agent, including the exercise of the power of sale under any Mortgage, and
any defense arising by reason of any disability or other defense of a Borrower or by reason
of the cessation, from any cause, of the liability of a Borrower;




     (viii) The benefit of or right to assert any statue of limitations affecting
Guarantor’s liability hereunder or the enforcement thereof, including but not limited to the
provisions of California Code of Civil Procedure Sections 580a and 726 that require that any
action for a deficiency be brought within three (3) months after a foreclosure under any
Mortgage;




     (ix) Any partial payment by any Borrower or other circumstances which operate to toll
any statute of limitations as to any Borrower shall also operate to toll the statute of
limitations as to Guarantor;




     (x) Any defense based upon any change in name, location, composition or structure of
any Borrower, or any change in the type of business conducted by any Borrower, or any other
change in the identity or legal status of any Borrower;




     (xi) Any defense based upon the failure (if any) of Administrative Agent to (i) obtain
a similar guaranty from any other Person, or (ii) file a creditor’s claim in the estate (in
administration, bankruptcy or any other proceeding) of any Person;




     (xii) Any rights which Guarantor may have under California Civil Code Sections 2809,
2810, 2819, 2822(a), 2845, 2849, 2850, 2899 and 3433; and




     (xiii) Without limiting the foregoing, Guarantor waives all rights and defenses that
Guarantor may have because Borrowers’ debt is secured by real property. This means, among
other things:



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	 	(A)	 	Administrative Agent may collect from Guarantor
without first foreclosing on any real or personal property collateral
pledged by any Borrower.
	 
	 	(B)	 	If Administrative Agent forecloses on any real
property collateral pledged by any Borrower:






	 	(1)	 	The amount of the debt may be
reduced only by the price for which that collateral is sold at
the foreclosure sale, even if the collateral is worth more than
the sale price.
	 
	 	(2)	 	Administrative Agent may collect
from Guarantor even if Administrative Agent, by foreclosing on
the real property collateral, has destroyed any right the
Guarantor may have to collect from any Borrower.





     This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have
because Borrowers’ debt is secured by real property. These rights and defenses include, but are not
limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California
Code of Civil Procedure.



     Guarantor waives all rights and defenses arising out of an election of remedies by
Administrative Agent, even though the election of remedies, such as a nonjudicial foreclosure with
respect to security for a guaranteed obligation, has destroyed Guarantor’s rights of subrogation
and reimbursement against any Borrower by the operation of Section 580d of the California Code of
Civil Procedure or otherwise.



[NO FURTHER TEXT ON THIS PAGE]



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          IN WITNESS WHEREOF, the undersigned has executed this Guaranty all as of the day and year
first above written.




	 	 	 	 	 	 	 	 	 	 	 

	 	 	GUARANTOR:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	FELCOR LODGING LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	FelCor Lodging Trust Incorporated, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Jeffrey D. Symes	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President	 	 







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