CRF Lodging Company, L.P., §5.F; §5.G, 2/6/1998

§5.F and §5.G unavailable for the proposed offer and sale of units of limited partnership interests in CRF Lodging Company, L.P., a Delaware limited partnership (the “Company”), and unsecured notes to partners in up to six limited partnerships (the “Consolidating Partnerships”) in connection with the consolidation of the Consolidating Partnerships so that they would become wholly owned subsidiaries of the Company. Concurrently with the consolidation, the general partner of the Company will conduct an initial public offering of its shares; the offering will be exempt under §6.F, and those shares will be federal covered securities under Rule 114.4(b)(2). The staff declined to recommend no action to register the offer and sale of units and notes by the Company and noted that any employees or agents of the Company assisting the offer and sale of units and notes must be registered as dealers unless the offers and sales will be effected by a Texas-registered dealer.

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