RECOURSE LIABILITIES GUARANTY

Exhibit 10.6

RECOURSE LIABILITIES GUARANTY

FOR VALUE RECEIVED , the sufficiency of which is hereby acknowledged, the undersigned, FELCOR LODGING TRUST INCORPORATED , a Maryland corporation, (" FLTI "), and FELCOR LODGING LIMITED PARTNERSHIP , a Delaware limited partnership, (" FLLP "), (FLTI and FLLP, individually and collectively, as the context requires, shall be referred to herein as the “ Guarantor ”) absolutely guarantee and agree to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (hereinafter called “ Lender ”) at the address designated in the Notes (defined below)for payment thereof or as such address may be changed as provided in the Notes, all limited and full recourse indebtedness of FelCor/CSS (SPE), L.L.C., a Delaware limited liability company (“ Borrower ”) under Paragraph 7.02 of the Loan Agreement of even date herewith between Borrower and Lender (the “ Loan Agreement ”), which Loan Agreement governs a loan evidenced by one or more promissory notes in the aggregate original principal amount of up to One Hundred Twenty Million and No/100 Dollars ($120,000,000), each payable to the order of Lender, and all modifications, renewals and extensions of and substitutions for said promissory notes (said promissory notes and all modifications, renewals and extensions thereof and all substitutions therefor hereinafter collectively, the “ Note ”), together with all interest, attorneys’ fees and collection costs provided for in Paragraph 7.02 of the Loan Agreement (all such indebtedness is hereinafter called the “ Recourse Liabilities ”). Guarantor further agrees to pay any and all costs, attorneys’ fees and expenses incurred or expended by Lender in collecting any of the Recourse Liabilities or in enforcing any right granted hereunder. Any capitalized term used but not otherwise defined in this Guaranty shall have the meaning ascribed to such term in the Loan Agreement. The term “ Obligations ” as used herein shall have the same meaning as such term is defined in the Instruments.

1.         Except as otherwise limited as provided herein, in the event Borrower fails to pay the Recourse Liabilities, Guarantor shall immediately upon written demand of Lender promptly and with due diligence pay for the benefit of Lender all of the Recourse Liabilities.

2.         Guarantor expressly waives presentment for payment, demand, notice of demand and of dishonor and nonpayment of the Recourse Liabilities, notice of intention to accelerate the maturity of the Recourse Liabilities or any part thereof, notice of disposition of collateral, notice of acceleration of the maturity of the Recourse Liabilities or any part thereof, protest and notice of protest, diligence in collecting, and the bringing of suit against any other party. Lender shall be under no obligation to notify Guarantor of its acceptance hereof or of any advances made or credit extended on the faith hereof or the failure of Borrower to pay any of the Recourse Liabilities as they mature or any default in the performance of any of the Obligations under the Instrument, or to use diligence in preserving the liability of any person on the Recourse Liabilities or the Obligations or in bringing suit to enforce collection of the Recourse Liabilities or performance of the Obligations. Guarantor waives all defenses given to sureties or guarantors at law or in equity other than the actual payment of the Recourse Liabilities and all defenses based upon questions as to the validity, legality or enforceability of the Recourse Liabilities and/or the Obligations and agrees that Guarantor shall be primarily liable hereunder.

3.         Lender, without authorization from or notice to Guarantor and without impairing, modifying, changing, releasing, limiting or affecting the liability of Guarantor hereunder, may from time to time at its discretion and with or without valuable consideration, alter, compromise, accelerate, renew, extend or change the time or manner for the payment of any or all of the Recourse Liabilities, increase or

reduce the rate of interest thereon, take and surrender security, exchange security by way of substitution, or in any way it deems necessary take, accept, withdraw, subordinate, alter, amend, modify or eliminate security, add or release or discharge endorsers, guarantors or other obligors, make changes of any sort whatever in the terms of payment of the Recourse Liabilities, in the Obligations or in the manner of doing business with Borrower, or settle or compromise with Borrower or any other person or persons liable on the Recourse Liabilities or the Obligations on such terms as it may see fit, and may apply all moneys received from the Borrower or others, or from any security held (whether held under a security instrument or not), in such manner upon the Recourse Liabilities (whether then due or not) as it may determine to be in its best interest, without in any way being required to marshal securities or assets or to apply all or any part of such moneys upon any particular part of the Recourse Liabilities. It is specifically agreed that Lender is not required to retain, hold, protect, exercise due care with respect thereto, perfect security interests in or otherwise assure or safeguard any security for the Recourse Liabilities or the Obligations; no failure by Lender to do any of the foregoing and no exercise or non-exercise by Lender of any other right or remedy of Lender shall in any way affect any of Guarantor’s obligations hereunder or any security furnished by Guarantor or give Guarantor any recourse against Lender.

4.         The liability of Guarantor hereunder shall not be modified, changed, released, limited or impaired in any manner whatsoever on account of any or all of the following: (a) the incapacity, death, disability, dissolution or termination of Guarantor, Borrower, Lender or any other person or entity; (b) the failure by Lender to file or enforce a claim against the estate (either in administration, bankruptcy or other proceeding) of Borrower or any other person or entity; (c) recovery from Borrower or any other person or entity becomes barred by any statute of limitations or is otherwise prevented; (d) any defenses, set-offs or counterclaims which may be available to Borrower or any other person or entity (other than the actual payment of the Obligations); (e) any transfer or transfers of any of the property covered by the Instrument or any other instrument securing the payment of the Note; (f) any modifications, extensions, amendments, consents, releases or waivers with respect to the Note, the Instrument, any other instrument now or hereafter securing the payment of the Note, or this Guaranty; (g) any failure of Lender to give any notice to Guarantor of any default under the Note, the Instrument, any other instrument securing the payment of the Note, or this Guaranty; (h) Guarantor is or becomes liable for any indebtedness owing by Borrower to Lender other than under this Guaranty; or (i) any impairment, modification, change, release or limitation of the liability of, or stay of actions or lien enforcement proceedings against, Borrower, its property, or its estate in bankruptcy resulting from the operation of any present or future provision of the Federal Bankruptcy Code or any other present or future federal or state insolvency, bankruptcy or similar law (all of the foregoing hereinafter collectively called “ applicable Bankruptcy Law ”) or from the decision of any court.

5.         Lender shall not be required to pursue any other remedies before invoking the benefits of the guaranties contained herein, and specifically it shall not be required to make demand upon or institute suit or otherwise pursue or exhaust its remedies against Borrower or any surety other than Guarantor or to proceed against any security now or hereafter existing for the payment of any of the Recourse Liabilities. Lender may maintain an action on this Guaranty without joining Borrower therein and without bringing a separate action against Borrower.

6.         If for any reason whatsoever (including but not limited to ultra vires, lack of authority, illegality, force majeure, act of God or impossibility) the Recourse Liabilities or the Obligations cannot be enforced against Borrower, such unenforceability shall in no manner affect the liability of Guarantor hereunder and Guarantor shall be liable hereunder notwithstanding that Borrower may not be liable for such Recourse Liabilities or such Obligations and to the same extent as Guarantor would have been liable if such Recourse Liabilities or Obligations had been enforceable against Borrower.

7.         Guarantor absolutely and unconditionally covenants and agrees that in the event that Borrower does not or is unable to pay the Recourse Liabilities for any reason, including, without limitation, liquidation, dissolution, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, sale of all or substantially all assets, reorganization, arrangement, composition, or readjustment of, or other similar proceedings affecting the status, composition, identity, existence, assets or obligations of Borrower, or the disaffirmance or termination of any of the Recourse Liabilities or Obligations in or as a result of any such proceeding, Guarantor shall pay the Recourse Liabilities and no such occurrence shall in any way affect Guarantor’s obligations hereunder.

8.         Should the status, structure or composition of Borrower change, this Guaranty shall continue and also cover the Recourse Liabilities of Borrower under its new status, structure or composition according to the terms hereof. This Guaranty shall remain in full force and effect notwithstanding any transfer of any of the property covered by the Instrument.

9.         In the event any payment by Borrower to Lender is held to constitute a preference under any applicable Bankruptcy Law, or if for any other reason Lender is required to refund such payment or pay the amount thereof to any other party, such payment by Borrower to Lender shall not constitute a rele