PLEDGE AGREEMENT

This PLEDGE AGREEMENT (this “ Agreement ”), dated as of October 13, 2009, among FELCOR HOLDINGS TRUST, a Massachusetts business trust (the “ LP Assignor ”), FELCOR LODGING LIMITED PARTNERSHIP, a Delaware limited partnership (the “ Partnership ”), FELCOR CANADA HOLDING, L.P., a Delaware limited partnership, FELCOR/CSS HOTELS, L.L.C., a Delaware limited liability company, FELCOR TRS HOLDINGS, L.L.C., a Delaware limited liability company, FELCOR TRS BORROWER GP 1, L.L.C., a Delaware limited liability company, FELCOR HOTEL ASSET COMPANY, L.L.C., a Delaware limited liability company (the “ Subsidiary Assignors ” and together with the LP Assignor and the Partnership each an “ Assignor ” and collectively, the “ Assignors ”), and FELCOR LODGING TRUST INCORPORATED, a Maryland corporation (“ FelCor ” and together with the Partnership, the “ Companies ”), in favor of U.S. BANK NATIONAL ASSOCIATION, in its capacity as Collateral Agent for the Secured Parties (as defined below) (the “ Assignee ”).

WHEREAS , the LP Assignor is the legal and beneficial owner of certain units of limited partner interests of the Partnership, as more particularly described on Exhibit A attached hereto (the “ Issuer LP Units ”);

WHEREAS , the Partnership and the Assignors are the legal and beneficial owners of the ownership interests of those certain Subsidiaries (each a “ Subsidiary ” and collectively, the “ Subsidiaries ”) more particularly described on Exhibit B attached hereto (the “ Subsidiary Ownership Interests ”);

WHEREAS , the Companies and certain other parties have entered into the Indenture dated as of October 31, 2006 with respect to the Senior Secured Floating Rate Notes due 2011 (the “ Floating Rate Notes ”) (such agreement, as modified to date and as further amended, modified, or amended and restated, the “ Floating Rate Indenture ”);

WHEREAS , FelCor Escrow Holdings, L.L.C. (“ Escrow Subsidiary ”) and U.S. Bank National Association as trustee  and collateral agent (the “ Trustee ”) have entered into that certain Indenture (as defined below) dated as of October 1, 2009 with respect to Escrow Subsidiary’s 10% Senior Secured Notes due 2014 (together with any additional Notes issued pursuant to the Indenture from time to time and the Exchange Notes (as such term is defined in the Indenture), collectively, the “ Notes ”);

WHEREAS , the Partnership, FelCor, the LP Assignor, the subsidiary guarantors and the Trustee have executed a second supplemental indenture to the Indenture dated as of October 13, 2009 (the “ Second Supplemental Indenture ”), by which the Partnership has assumed the rights and obligations of Escrow Subsidiary under the Indenture (the Indenture, as modified by a first supplemental indenture dated as of October 12, 2009, the Second Supplemental Indenture, and as further amended, supplemented or otherwise modified, the “ Indenture ”);

WHEREAS , it is a requirement under the Indenture that the Assignors execute and deliver to the Assignee a pledge agreement in substantially the form hereof so that the Notes and related guarantees issued under the Indenture shall be secured by the Collateral (as defined below) that is granted to secure the Secured Obligations (as defined below) under the Indenture; and

WHEREAS , the Assignors and the Companies are part of a group of related companies, and the Assignors have received and/or expect to receive substantial direct and indirect benefits from the loans and extensions of credit to the Companies pursuant to the Indenture (which benefits are hereby acknowledged);

NOW, THEREFORE ,   in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

All terms not specifically defined herein, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, shall have the meanings assigned to them therein.  The following terms shall have the following meanings herein:

Assigned Interests .  See § 2.1 hereof.

Assignee .  See preamble.

Assignors .  See preamble.

Assignor Organizational Documents .  The charter, bylaws, partnership agreements or other constitutive documents of each of the Assignors.

Business Day .  Any day on which banks are open for business in New York, New York.

Cash Collateral .  See § 4.2.

Cash Collateral Account .  See § 4.2.

Collateral .  The Assigned Interests, the Cash Collateral, the Cash Collateral Account, and all other property now or hereafter pledged or assigned to the Assignee by the Assignors hereunder, and all income therefrom, increases therein and proceeds thereof.

Collateral Documents .                                           As defined in the Indenture.

Companies .  See preamble.

Event of Default .  As defined in the Indenture.

FelCor .  See preamble.

Floating Rate Indenture .  See preamble.

Indenture .  See preamble.

Issuer LP Units .  See preamble.

Issuer Partnership Agreement .  The Second Amended and Restated Agreement of Limited Partnership dated as of December 31, 2001, as amended by Addendum No. 1 (and the annexes thereto), Addendum No. 2, Addendum No. 3, Addendum No. 4, First Amendment dated as of April 1, 2002, Second Amendment dated as of August 31, 2002, Third Amendment dated as of October 1, 2002, Fourth Amendment dated as of July 1, 2003, Fifth Amendment dated as of April 2, 2004, Sixth Amendment dated as of August 23, 2004, Seventh Amendment dated as of April 7, 2005, and Eighth Amendment dated as of August 30, 2005, as the same may be further amended or amended and restated from time to time.

LP Assigned Interests .  See § 2.1.

LP Assignor .  See preamble.

Noteholders .  As defined in the Indenture.

Organizational Documents .  The Issuer Partnership Agreement and the Subsidiary Organizational Documents.

Ownership Interests .  The Issuer LP Units and the Subsidiary Ownership Interests.

Partnership .  See preamble.

Secured Obligations .  (i) all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Company or any Assignor at the rate provided for in the respective documentation, whether or not such claim for post-petition interest is allowed in any such proceeding)) owing to the Collateral Agent, the Trustee and the Noteholders, pursuant to the Notes, under the Indenture, the Notes and the Collateral Documents and the due performance and compliance by the Companies and the Assignors with all of the terms, conditions and agreements contained in the Notes, the Indenture and the Collateral Documents; (ii) any and all sums advanced by the Collateral Agent in accordance with the Indenture or any of the Collateral Documents in order to preserve the Collateral or preserve its security interest in the Collateral; and (iii) in the event of any proceedings for the collection or enforcement of any indebtedness, obligations, or liabilities of the Companies and the Assignors referred to in clause (i) above, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs.

Secured Parties .  The Collateral Agent, the Trustee and the Noteholders.

Subsidiary .  See preamble.

Subsidiary Assigned Interests .  See § 2.1.

Subsidiary Assignor .  See preamble.

Subsidiary Organizational Documents .  The charter, bylaws, partnership agreements or other constitutive documents of the Partnership and each Subsidiary listed on Exhibit B whose ownership interests are being pledged under this Agreement.

Time Deposits .  See § 4.2.

Trustee .  U.S Bank National Association in its capacity as Trustee under the Indenture.

2.1.             Grant of Security Interest .   (i)  The LP Assignor hereby pledges, grants a security interest in, mortgages, and collaterally assigns and transfers to the Assignee, for the benefit of the Secured Parties, as security for the payment and performance in full when due of all of the Secured Obligations, all the right, title and interest of the LP Assignor in and to the Issuer LP Units, directly or indirectly, wherever located and whether now owned or hereafter acquired or arising, including, without limitation, (a) all payments or distributions, whether in cash, property or otherwise, at any time owing or payable to the Assignor on account of its interest as a limited partner in the Partnership, (b) all of the LP Assignor’s rights and interests as a limited partner under the Issuer Partnership Agreement, including all voting rights and all rights to grant or withhold consents or approvals in its capacity as a limited partner, (c) all rights as a limited partner of access and inspection to and use of all books and records, including computer software and computer software programs, of the Partnership, (d) all other rights, interests, property or claims to which the LP Assignor may be entitled in its capacity as a limited partner of the Partnership, and (e) all proceeds and products of any of the foregoing (all of the foregoing rights, title and interest described in the foregoing clauses (a) through (e) being herein referred to collectively as the “ LP Assigned Interests ”).

(ii)           The Partnership and each Subsidiary Assignor hereby pledges, grants a security interest in, mortgages, and collaterally assigns and transfers to the Assignee, for the benefit of the Secured Parties, as security for the payment and performance in full when due of all of the Secured Obligations, all the right, title and interest of the Partnership and each Subsidiary Assignor in and to the Subsidiary Ownership Interests listed opposite its name on Exhibit B, wherever located and whether now owned or hereafter acquired or arising, including, without limitation, (a) all payments or distributions, whether in cash, property or otherwise, at any time owing or payable to the Partnership and each Subsidiary Assignor on account of its interest as an equityholder, general partner, limited partner or member of the Subsidiary Ownership Interests, (b) all of the Partnership’s and each Subsidiary Assignor’s rights and interests as an equityholder, general partner, limited partner or member of the Subsidiary Ownership Interests, including all voting rights and all rights to grant or withhold consents or approvals in its capacity as an equityholder, general partner, limited partner or member, (c) all rights as an equityholder, general partner, limited partner or member of access and inspection to and use of all books and records, including computer software and computer software programs, of the Subsidiaries, (d) all other rights, interests, property or claims to which the Partnership and each Subsidiary Assignor may be entitled in its capacity as an equityholder, general partner, limited partner or member of the Subsidiaries, and (e) all proceeds and products of any of the foregoing (all of the foregoing rights, title and interest described in the foregoing clauses (a) through (e) being herein referred to collectively as the “ Subsidiary Assigned Interests ” and together with the LP Assigned Interests, the “ Assigned Interests ”).

2.2.             Pledge of Cash Collateral Account .   The Assignors also hereby pledge and assign to the Assignee, for the benefit of the Secured Parties, and grant to the Assignee, for the benefit of the Secured Parties, a security interest in, the Cash Collateral Account and all of the Cash Collateral, subject to the terms of this Agreement.

2.3.             Waiver of Certain Organizational Document Provisions .   Each Assignor irrevocably waives any and all provisions of the Organizational Documents that (a) prohibit, restrict, condition or otherwise affect the grant hereunder of any lien, security interest or encumbrance on any of the Collateral or any enforcement action which may be taken in respect of any such lien, security interest or encumbrance, or (b) otherwise conflict with the terms of this Agreement.

2.4.             Authorization to File Financing Statements .   The Assignors hereby authorize the Assignee to file in the applicable Uniform Commercial Code filing offices financing statements naming the applicable Assignor as the debtor and indicating the Collateral as the collateral.  Such financing statements may indicate some or all of the collateral on such financing statements, whether specifically or generally.

2.5.             Tender of Consents .   Each Assignor has tendered to the Assignee the consent of any other equityholder, general partner, limited partner or member of the Partnership or Subsidiary, as the case may be, deemed necessary or appropriate by the Assignee for the consummation of the transactions contemplated hereby.

2.6.             Delivery of Certificates .   The certificates for the Issuer LP Units and the Subsidiary Ownership Interests, if any, accompanied by appropriate instruments of assignment thereof duly executed in blank by the applicable Assignors, have been delivered to the Assignee.

2.7.             Additional Interests .   In case the Assignors shall acquire any additional Ownership Interests (or any other ownership interests exchangeable for or convertible into Ownership Interests), whether by purchase, dividend, split or otherwise, then (i) such Ownership Interests shall automatically be subject to the pledge, assignment and security interest granted to the Assignee, for the benefit of the Secured Parties, under this Agreement and the Assigned Interests shall include such additional Ownership Interests and (ii) the Assignors shall deliver to the Assignee forthwith any certificates therefor, accompanied by appropriate instruments of as signment duly executed by the applicable Assignors in blank, and the Assignee may update Exhibit A and/or B to reflect such additional Ownership Interests. In any event, on the last day of each fiscal quarter, (a) the Partnership and the Subsidiary Assignors shall update Exhibit B to reflect the Ownership Interests then owned by the Partnership and the Subsidiary Assignors, as applicable and (b) the LP Assignor shall update Exhibit A to reflect any material changes, if any, in the Ownership Interests then owned by the LP Assignor (and in any event the LP Assignor shall update Exhibit A to reflect any changes in such Ownership Interests no later than the last day of each fiscal year), and the applicable Assignors and the Assignee shall make deliveries of the certificates for the Ownership Interests pledged under this Agreement so that such certificates are reconciled with such updated Exhibit A and/or B.

2.8.             Intercreditor Agreement .   In the event that the Collateral Agent enters into any intercreditor agreement pursuant to the terms of the Indenture, the provisions of this Agreement will be subject to the provisions of such future intercreditor agreement.

2.9.             Limitation of Security Interest . (i) The Assigned Interests will constitute Collateral only to the extent that such Assigned Interests and other securities can secure the Notes without Rule 3-16 of Regulation S-X under the Securities Act of 1933 (or any other law, rule or regulation) requiring separate financial statements to be filed with the Securities and Exchange Commission (or any other governmental agency).  In the event that Rule 3-16 of Regulation S-X under the Securities Act of 1933 requires or is amended, modified or interpreted by the Securities and Exchange Commission to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the Securities and Exchange Commission (or any other governmental agency) of separate financial statements due to the fact that such Assigned Interests and other securities secure the Notes, then the applicable Assigned Interests and other securities shall automatically be deemed not to be part of the Collateral (but only to the extent necessary to not be subject to any such financial statement requirement and only for so long as such financial statement requirement would otherwise have been applicable).  In such event, this Agreement may be amended or modified, without the consent of any Noteholder, to the extent necessary to release the security interests in the applicable Assigned Interest and other securities that are so deemed to no longer constitute part of the Collateral.  Notwithstanding the foregoing, neither FelCor Lodging Limited Partnership nor any subsidiary shall take any action in the form of a reorganization, merger or other restructuring a principal purpose of which is to provide for the release of the security interest on any Assigned Interest pursuant to this Section 2.9.

3.1.             Representations and Warranties .   Each Assignor hereby represents and warrants to the Assignee as follows:

(a)           (i)  The Partnership is duly organized, validly existing, and in good standing under the laws of the State of Delaware and all other jurisdictions where the Partnership does business; the Issuer Partnership Agreement is in full force and effect; the LP Assignor is a duly constituted partner of the Partnership pursuant to the Issuer Partnership Agreement; the persons and entities listed as partners in the Issuer Partnership Agreement and its related certificates and schedules are the only partners of the Partnership; and the LP Assigned Interests are validly issued, non-assessable and fully paid partnership interests in the Partnership.

(ii)           Each Subsidiary is duly organized, validly existing, and in good standing under the laws of the state of its jurisdiction and all other jurisdictions where such Subsidiary does business; each Subsidiary Organizational Document is in full force and effect; and the Subsidiary Assigned Interests are validly issued and non-assessable.

(b)           Each Assignor has full right, power and authority to enter into this Agreement (including the provisions enabling the Assignee or its nominee, upon the occurrence of an Event of Default, to exercise the voting or other rights provided for herein), under the Assignor Organizational Documents and under applicable law, without the consent, approval or authorization of, or notice to, any other person, including any regulatory authority or any person having any interest in the Ownership Interests, as the case may be, other than any consents to this Agreement required to be given by any other equityholder, general partner, limited partner or member under the Assignor Organizational Documents, which consents, if any, have been duly received.

(c)           The execution, delivery, and performance of this Agreement and the transactions contemplated hereby (i) have been duly authorized by all necessary corporate, partnership, trust or limited liability company, as the case may be, proceedings on behalf of each of the Assignors, (ii) do not conflict with or result in any breach or contravention of any applicable law, regulation, judicial order or decree to which any such Assignor is subject, (iii) do not conflict with or violate any provision of the Assignor Organizational Documents, and (iv) do not violate, conflict with, constitute a default or event of default under, or result in any rights to accelerate or modify any obligations under any agreement, instrument, lease, mortgage or indenture to which such Assignor is party or subject, or to which any of its assets are subject.

(d)           This Agreement has been duly executed and delivered by each of the Assignors and is the legal, valid, and binding obligation of the Assignors enforceable against them in accordance with the terms hereof except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any case or proceeding therefor may be brought.

(e)           (i)  The LP Assignor is the sole, direct, legal and beneficial owner of all LP Assigned Interests, which LP Assigned Interests constitute at least 95% of the common limited partnership interest in the Partnership, and has good and marketable title thereto, free and clear of any lien, security interest, mortgage or other encumbrance, other than the liens and security interest granted to the Assignee hereunder; and the liens and security interests hereunder constitute valid and perfected first priority liens and security interests.

(ii)           Each Subsidiary Assignor is the sole, direct, legal and beneficial owner of all Subsidiary Assigned Interests listed opposite its name on Exhibit B, and has good and marketable title thereto, free and clear of any lien, security interest, mortgage or other encumbrance, other than the liens and security interest granted to the Assignee hereunder; and the liens and security interests hereunder constitute valid and perfected first priority liens and security interests.

(f)           Each Assignor’s type and jurisdiction of organization and such Assignor’s tax identification number and organizational identification number, if such Assignor has one, is set forth below the applicable Assignor’s signature to this Agreement.  The Assignors’ principal place of business, chief executive office, and the place where each Assignor records concerning the Collateral are kept is located at 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75002.

(g)           (i)  The LP Assignor has no obligation to make any contribution, capital call or other payment to the Partnership with respect to the LP Assigned Interests.

(ii)           No Subsidiary Assignor has any obligation to make any contribution, capital call or other payment to any of the Subsidiaries with respect to the Subsidiary Assigned Interests.

(h)           The copy of each Organizational Document delivered or made available to the Assignee is a true, correct and complete copy thereof, and no Organizational Document has been amended or modified in any respect, except for such amendments or modifications as are attached to the copy thereof delivered or made available to the Assignee.

(i)           The partnership interest of the LP Assignor in the Partnership is not, and any partnership interest or limited liability company interest of any Subsidiary Assignor in any Subsidiary that is a partnership  or a limited liability company are not, a security governed by Article 8 of the Uniform Commercial Code of the jurisdiction in which the Partnership or such Subsidiary, as applicable, is organized.

3.2.             Covenants .   Each Assignor covenants to the Assignee as follows:

(a)           (i)  The LP Assignor will not permit or agree to any amendment or modification of the Partnership Agreement (except for ministerial or other non-substantive amendments or modifications) as in effect on the date hereof (or other governing document with respect to the Assigned Interests), or waive any rights or benefits under the Partnership Agreement (or such other governing document), without the prior written consent of the Assignee.

(ii)