FORM OF CARVE OUT GUARANTY

New York, New York

As of June __, 2009

FORM OF CARVE OUT GUARANTY

THIS CARVE OUT GUARANTY (this “Guaranty”) is entered into as of June __, 2009, by FELCOR LODGING TRUST INCORPORATED (“Guarantor”), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, “Administrative Agent”) for the banks and other financial institutions (“Lenders”) that are parties to the Loan Agreement described below.

1.         FelCor/JPM Hospitality (SPE), L.L.C., a Delaware limited liability company, and DJONT/JPM Hospitality Leasing (SPE), L.L.C., a Delaware limited liability company (each, a “Borrower” and collectively, “Borrowers”), are parties to the Term Loan Agreement dated as of June __, 2009 (as the same may be amended, supplemented or modified from time to time, the “Loan Agreement”), among Borrowers, Administrative Agent, and Lenders pursuant to which Lenders have agreed, among other things, to make a Loan to Borrower.

2.         Guarantor has indirect equity ownership interests in Borrowers, and Guarantor will derive substantial direct and indirect benefits from the making of the Loan.

3.         It is a condition precedent to the obligations of Lenders to make the Loan to Borrowers that Guarantor shall execute and deliver this Guaranty in favor of Administrative Agent, for the benefit of Lenders.

NOW THEREFORE, FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of the Loan, any credit and/or financial accommodation heretofore or hereafter from time to time made or granted to Borrowers under the Loan Documents by Administrative Agent and Lenders, each Guarantor hereby furnishes its guaranty of the Guaranteed Obligations (as hereinafter defined) as follows:

Section 1.         Certain Definitions . All capitalized words and phrases not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.

Guarantor hereby absolutely and unconditionally guarantees to Administrative Agent the prompt and unconditional payment of the Guaranteed Obligations (as hereinafter defined) when due (after any applicable notice, grace, or cure periods, if any, set forth in the Loan Documents), subject to the terms hereof.

The term “Guaranteed Obligations” as used in this Guaranty shall mean the obligations or liabilities of any Borrower to Administrative Agent or the Lenders for any Loss (as hereinafter defined) actually incurred by Administrative Agent or the Lenders and owed to it by one or more Borrowers under the Loan Agreement or any of the other Loan Documents arising out of or in connection with any Recourse Event (as hereinafter defined).

The term “Loss” as used in this Guaranty shall mean any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, fines, penalties, charges, fees, expenses, judgments, awards, and amounts paid in settlement of whatever kind or nature (including but not limited to reasonable attorneys’ fees and other costs of defense) and including, without limitation, the amount of any Taxes, Other Charges, charges for labor or materials or other charges (that Borrower fails to pay) described in clause (e) of the definition of Recourse Event below.

The term “Recourse Event” as used in this Guaranty shall mean any one or more of the following:

(a)       fraud or material misrepresentation in connection with the execution and the delivery of the Loan Agreement or any of the Loan Documents;

(b)       a Borrower’s misapplication or misappropriation of Rents received by a Borrower after the occurrence and during the continuance of a Lockbox Trigger Event (provided that in no event will it be deemed a “misapplication” or “misappropriation” as such terms are used in this Guaranty for any Borrower to use any funds or other amounts in a manner expressly permitted by the Loan Documents including to pay debt service on the Loans or to the extent paid to Administrative Agent, for the benefit of the Lenders);

(c)       a Borrower’s misapplication or misappropriation of Security Deposits or Rents collected more than thirty (30) days in advance;

(d)       a Borrower’s misapplication or the misappropriation of Insurance Proceeds or Awards;

(e)       a Borrower’s failure to pay Taxes, Other Charges, charges for labor or materials or other charges that can create Liens (other than Permitted Liens) on the Collateral Properties;

(f)        a Borrower’s failure to return or to reimburse Administrative Agent for all Personal Property taken from any Collateral Properties by or on behalf of any Borrower and not replaced with Personal Property of comparable utility and value that is subject to perfected, first-priority Liens in favor of Administrative Agent (subject to Permitted Liens), excluding dispositions permitted pursuant to Section 8.08 of the Loan Agreement;

(g)       any act of intentional waste or arson to any Collateral Property by any Borrower, any other Loan Party, or any Principal or any Affiliate thereof;

(h)       any fees or commissions paid by any Borrower to any Principal or any Affiliate of any Borrower or any other Loan Party in violation of the terms of the Loan Agreement or any of the Loan Documents;

(i)        a Borrower’s failure to comply with the provisions of Sections 6.37 and 7.18 of the Loan Agreement;

(j)        any Casualty due to any Borrower’s failure to obtain the insurance required pursuant to Section 9.01 of the Loan Agreement;

(k)       any Event of Default under Section 7.10 of the Loan Agreement that remains uncured after ten (10) Business Days’ written notice to Borrowers;

(l)        if any Ground Lease is modified or terminated other than in accordance with the terms of the Loan Agreement;

(m)      any Loss paid to a Franchisor or any Affiliate thereof (including, without limitation, any termination or similar fees by, or on behalf of, Operating Lessee) resulting from a termination of the franchise license agreement(s) relating to any Collateral Property, except to the extent that such termination was expressly permitted under the Loan Documents and occurred at a time when no Event of Default existed;

(n)       a determination by a court of competent jurisdiction by final and nonappealable judgment that a Borrower acted in bad faith or for the primary purpose of delaying or hindering Administrative Agent in connection with a Borrower’s contest of any foreclosure action or any other exercise by Administrative Agent for the benefit of the Secured Parties of their remedies following an Event of Default;

(o)        a determination by a court of competent jurisdiction by final and nonappleable judgment that a transfer of any Collateral Property to a Borrower was a fraudulent transfer or fraudulent conveyance;

(p)       a Borrower’s failure to abide by restrictions against commingling of monies in Accounts pursuant to Sections 3.02(c) and Section 6.34(f) of the Loan Agreement;

(q)       a determination by the appropriate taxing authority that transfer taxes were due and payable in connection with the transfer, lease or any sublease of any of the Collateral Properties to a Borrower; and

(r)        a Borrower’s failure to deliver a Ground Lease estoppel and consent agreement with respect to the Houston Ground Lease, in a form and substance reasonably satisfactory to the Administrative Agent as of the date hereof; provided that the scope of the guaranty of the Guaranteed Obligations provided under this clause (s) shall equal but not exceed the Release Price of the Houston Property and shall immediately terminate upon receipt by Administrative Agent of such estoppel and consent agreement.

It is expressly understood and agreed that this is a continuing guaranty and that the obligations of Guarantor hereunder are and shall be absolute under any and all circumstances, without regard to the validity, regularity or enforceability of any Note, the Loan Agreement, or the other Loan Documents, a true copy of each of said documents Guarantor hereby acknowledges having received and reviewed.

Section 3.         Subrogation . Any indebtedness of a Borrower to Guarantor now or hereafter existing (including, but not limited to, any rights to subrogation Guarantor may have as a result of any payment by Guarantor under this Guaranty), together with any interest thereon,

shall be, and such indebtedness is, hereby deferred, postponed and subordinated to the prior payment in full of the Obligations. Until payment in full of the Obligations (and including interest accruing on any Note after the commencement of a proceeding by or against a Borrower under any Debtor Relief Laws and the regulations adopted and promulgated pursuant thereto, which interest the parties agree shall remain a claim that is prior and superior to any claim of Guarantor notwithstanding any contrary practice, custom or ruling in cases under any Debtor Relief Laws generally), Guarantor agrees not to accept any payment or satisfaction of any kind of indebtedness of any Borrower to Guarantor and hereby assigns such indebtedness to Administrative Agent, including the right to file proof of claim and to vote thereon in connection with any such proceeding under any Debtor Relief Laws, including the right to vote on any plan of reorganization. Further, if Guarantor shall comprise more than one Person Guarantor agrees that until such payment in full of the Obligations, (a) no one of them shall accept payment from the others by way of contribution on account of any payment made hereunder by such party to Administrative Agent, (b) no one of them will take any action to exercise or enforce any rights to such contribution, and (c) if Guarantor should receive any payment, satisfaction or security for any indebtedness of a Borrower to Guarantor or for any contribution by the others of Guarantor for payment made hereunder by the recipient to Administrative Agent, the same shall be delivered to Administrative Agent in the form received, endorsed or assigned as may be appropriate for application on account of, or as security for, the Obligations, and until so delivered, shall be held in trust for Administrative Agent as security for the Obligations.

Section 4.         Expenses of Enforcement . Guarantor agrees that Guarantor will reimburse Administrative Agent, to the extent that such reimbursement is not made by a Borrower or any other Loan Party, for all expenses (including counsel fees and disbursements) incurred by Administrative Agent in connection with the collection of the Guaranteed Obligations or any portion thereof or with the enforcement of this Guaranty.

Section 5.         Application of Monies . Subject to the terms of the Loan Agreement, all monies available to Administrative Agent for application in payment or reduction of the Obligations may be applied by Administrative Agent in such manner and in such amounts and at such time or times and in such order and priority as Administrative Agent may see fit to the payment or reduction of such portion of the Obligations as Administrative Agent may elect.

Section 6.         Waivers . Guarantor hereby waives notice of the acceptance hereof, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, notice of intention to accelerate, notice of acceleration, or notice or demand, whereby to charge Guarantor therefor.

Guarantor further agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected or impaired (a) by reason of the assertion by Administrative Agent of any rights or remedies which it may have under or with respect to either the Loan Agreement, any Note, or the other Loan Documents, against any Person obligated thereunder or the Collateral Properties covered under the Loan Agreement, or (b) by reason of any failure to file or record any of such instruments or to take or perfect any security intended to be provided thereby, or (c) by reason of the release of any of the Collateral Properties covered under the Loan Agreement or other collateral for the Loan, or (d) by reason of Administrative Agent’s failure to exercise, or delay in exercising, any such right or remedy or

any right or remedy Administrative Agent may have hereunder or in respect to this Guaranty, or (e) by reason of the commencement of a case under any Debtor Relief Laws by or against any Person obligated under the Loan Agreement, any Note, or the other Loan Documents, or (f) by reason of any transfer or assignment of the Loan by Administrative Agent or (g) by reason of any payment made on the Obligations or any other indebtedness arising under the Loan Agreement, any Note, or the other Loan Documents, whether made by a Borrower or Guarantor or any other Person, which is required to be refunded pursuant to any Debtor Relief Laws; it being understood that no payment so refunded shall be considered as a payment of any portion of the Obligations, nor shall it have the effect of reducing the liability of Guarantor hereunder. It is further understood, that if a Borrower shall have taken advantage of, or be subject to the protection of, any provision in any Debtor Relief Laws, the effect of which is to prevent or delay Administrative Agent from taking any remedial action against a Borrower, including the exercise of any option Administrative Agent has to declare the Obligations due and payable on the happening of any Event of Default or