Exhibit 10.2


 


Execution Version


 


ELEVENTH
AMENDMENT TO TERM LOAN AGREEMENT


 


THIS ELEVENTH AMENDMENT TO
TERM LOAN AGREEMENT (this “Amendment”), dated as of September 16, 2021, is made by and between RLJ LODGING TRUST,
L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”), RLJ LODGING TRUST, a Maryland
real estate investment trust (the “Parent Guarantor”), each of the undersigned Subsidiary Guarantors (as defined in
the Amended Term Loan Agreement(as defined below)), the Lenders party hereto (the “Lenders”), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).


  


WHEREAS, the Borrower, the
Parent Guarantor, the Administrative Agent and the financial institutions initially a signatory to the Existing Term Loan Agreement (as
defined below) together with their successors and assigns under Section 13.6 of the Existing Term Loan Agreement have entered
into that certain Term Loan Agreement dated as of November 20, 2012, as amended by the First Amendment to Term Loan Agreement, dated
as of August 27, 2013, the Second Amendment to Term Loan Agreement, dated as of June 1, 2015, the Third Amendment to Term Loan
Agreement, dated as of November 12, 2015, the Fourth Amendment to Term Loan Agreement and First Amendment to Guaranty, dated as of
April 22, 2016, the Fifth Amendment to Term Loan Agreement, dated as of August 31, 2017, the Sixth Amendment to Term Loan Agreement,
dated as of January 25, 2018, the Seventh Amendment to Term Loan Agreement, dated as of December 18, 2019, the Eighth Amendment
to Term Loan Agreement, dated as of June 24, 2020, the Ninth Amendment to Term Loan Agreement, dated as of December 10, 2020,
and the Tenth Amended to Term Loan Agreement, dated as of June 10, 2021 (as the same may be amended, restated, supplemented or otherwise
modified from time to time prior to the date hereof, collectively, the “Existing Term Loan Agreement,” and the Existing
Term Loan Agreement as amended by this Amendment, the “Amended Term Loan Agreement”). Capitalized terms used herein
and not defined herein have the meanings provided in the Amended Term Loan Agreement;


  


WHEREAS, the Borrower and
the Parent Guarantor have requested that the Administrative Agent and the Lenders amend certain terms and conditions of the Existing Term
Loan Agreement as described herein; and


 


WHEREAS, the Administrative
Agent and the Lenders party to this Amendment (which Lenders comprise the Requisite Lenders under the Existing Term Loan Agreement) have
agreed to so amend certain terms and conditions of the Existing Term Loan Agreement and to make certain agreed upon modifications on the
terms and conditions set forth below in this Amendment.


 






     


     


    

 


NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby
agree as follows:


 


1.            Amendments
to Existing Term Loan Agreement.


 


(a)            Section 1.1
of the Existing Term Loan Agreement is hereby amended by adding or amending and restating, as applicable, the following definitions in
appropriate alphabetical order:


  


“Eleventh Amendment”
means the Eleventh Amendment to Term Loan Agreement, dated as of September 16, 2021, among the Borrower, the Parent Guarantor, the
Subsidiary Guarantors party thereto, the Extending Lenders and the Administrative Agent.


 


“Extending Lenders”
means, collectively, (i) each Lender that is a party to the Eleventh Amendment, together with such Lender’s successors and
assigns, and (ii) any other Lender that at any time consents after the date of the Eleventh Amendment, in its sole discretion, to
extend the Maturity Date with respect to all of the Loans held by such Lender in accordance with Section 2.13.


  


“Knickerbocker Intercompany
Debt” means that certain loan in the principal amount of $85,000,000 made by Borrower to FCH HH Knickerbocker Owner, L.P. and
secured by the Property known as the Knickerbocker Hotel, and evidenced by the Knickerbocker Intercompany Note.


  


“Knickerbocker Intercompany
Mortgage” means that certain Amended, Restated and Consolidated Mortgage, Leasehold Mortgage, Assignment of Leases and Profits,
Security Agreement and Fixture Filing, dated as of November 6, 2018, among FCH HH Knickerbocker Owner, L.P., as mortgagor, Knickerbocker
Master Lessee, L.P., as accommodation mortgagor, and the Borrower.


  


“Knickerbocker Intercompany
Note” means that certain Amended, Restated and Consolidated Promissory Note, dated November 6, 2018, by FCH HH Knickerbocker
Owner, L.P in favor of the Borrower.


  


“Option to Extend”
has the meaning given that term in Section 2.13.


  


“Revised Unencumbered
Asset Value” means at any time the Unencumbered Asset Value at such time; provided, that during the Restriction Period,
the Operating Property Value of any Borrowing Base Property included in the determination of Unencumbered Asset Value at such time shall
be determined based on (i) with respect to (x) any Borrowing Base Property in the Unencumbered Pool as of December 31,
2019 and (y) any Borrowing Base Property added after December 31, 2019 and owned by any FelCor Subsidiary, the Operating Property
Value of such Borrowing Base Property as of December 31, 2019, and (ii) with respect to any Borrowing Base Property added after
December 31, 2019 (other than any Borrowing Base Property owned by any FelCor Subsidiary), the Operating Property Value of such Borrowing
Base Property at any time (i.e., in the case of this clause (ii), calculated in the same manner as set forth in the definition of Unencumbered
Asset Value).


 






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(b)            Section 1.1
of the Existing Term Loan Agreement is hereby amended by adding the following language at the end of the definition of “Applicable
Margin”:


  


“Notwithstanding the foregoing,
if Borrower exercises the Option to Extend, commencing on the initial Maturity Date (i.e., January 25, 2023) and thereafter, the
Applicable Margin then in effect for the Loans shall be increased by 0.30% for each Level.”


 


(c)            Section 1.1
of the Existing Term Loan Agreement is hereby amended by deleting the “and” prior to clause (b) in the definition of
 “Negative Pledge” and adding the following language immediately before the phrase “shall not constitute a Negative Pledge”
at the end of such definition:


 





“, and (c) any
provision of the Knickerbocker Intercompany Mortgage which prohibits or purports to prohibit the creation or assumption of any Lien on
the Property known as the Knickerbocker Hotel”


  


(d)            Section 1.1
of the Existing Term Loan Agreement is hereby amended by deleting the “and” prior to clause (l) in the definition of
 “Permitted Liens” and adding the following language immediately before the period at the end of such definition:


  


“; and (m) with
respect to the Property known as the Knickerbocker Hotel, the Lien evidenced by the Knickerbocker Mortgage so long as such Lien is held
by, and the underlying Knickerbocker Intercompany Indebtedness is payable to, the Borrower”


  


(e)            Section 2.13
of the Existing Term Loan Agreement is hereby amended and restated in its entirety as follows:


  


“2.13     Extension
of Maturity Date. The Borrower shall have one (1) option to extend (the “Option to Extend”) the Maturity
Date with respect all of the Loans held by Extending Lenders by one (1) year upon satisfaction of each of the following conditions
precedent:


 


(a)            the
Borrower shall provide the Administrative Agent with written notice of the Borrower’s request to exercise the Option to Extend not
more than one hundred twenty (120) days but not less than forty-five (45) days prior to the initial Maturity Date;


  


(b)            as
of the date of receipt by the Administrative Agent of written notice of the Borrower’s request to exercise the Option to Extend
and as of the initial Maturity Date, no Default or Event of Default shall have occurred and be continuing, and the Borrower shall so certify
in writing;


 


(c)            the
Borrower shall have delivered to Administrative Agent a Compliance Certificate, prepared as of the last day of the most recent fiscal
quarter, evidencing pro forma compliance with the covenants set forth in Section 10.1 after giving effect to the repayment of non-extended
Loans on the initial Maturity Date and the extension of the Loans so extended;


 






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(d)            all
representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party
is a party shall be true and correct in all material respects (unless such representation and warranty is qualified by materiality, in
which event such representation and warranty shall be true and correct in all respects) on and as of the date of receipt by the Administrative
Agent) of written notice of the Borrower’s request to exercise the Option to Extend and as of the initial Maturity Date with the
same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate
solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects
(unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been
true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted under the
Loan Documents, and the Borrower shall so certify in writing;


 


(e)            the
Borrower shall execute or cause the execution of all documents reasonably required by the Administrative Agent to effect the exercise
of the Option to Extend; and


  


(f)            on
or before the initial Maturity Date, the Borrower shall pay to the Administrative Agent (for the account of the Extending Lenders) the
extension fee provided for in Section 3.5(c).


  


Upon the Borrower’s
exercise of its Option to Extend in accordance with the foregoing, only those Loans held by Extending Lenders shall be extended. Other
than with respect to those Extending Lenders pursuant to clause (i) of the definition thereof, the Borrower specifically acknowledges
that the Option to Extend may be granted or denied in each Lender’s sole discretion, and no Lender can be required to extend such
Lender’s Loans without such Lender’s consent.”


 


(f)            Section 3.5
of the Existing Term Loan Agreement is hereby amended by adding the following new clause (c) at the end thereof as follows:


 


“(c)     Extension
Fees. If the Borrower exercises its right to extend the Maturity Date in accordance with Section 2.13, the Borrower
agrees to pay to the Administrative Agent for the account of each Extending Lender, a fee equal to fifteen hundredths of one percent
(0.15%) of the amount of such Loans held by such Extending Lender.”


 


(g)            Section 10.12(b)(x) of
the Existing Term Loan Agreement is hereby amended and restated in its entirety as follows:


 


“(x)     additional
Acquisitions and Investments in an aggregate amount during the Restriction Period not to exceed:


 


(A)            if
the Outstanding Amount of Revolving Credit Loans (each as defined in the Revolving Credit Agreement) is greater than $0 but does not exceed
$200,000,000 immediately after giving effect to such Acquisition or Investment, $300,000,000; and


 


(B)            if
the Outstanding Amount of Revolving Credit Loans is equal to $0 immediately after giving effect to such Acquisition or Investment, $450,000,000;


 






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provided that any such Acquisitions
or Investments, in the case of this clause (x), are limited to (1) Acquisitions of Eligible Properties which are added as Borrowing
Base Properties in accordance with Section 4.1; (2) Investments in Borrowing Base Properties or Subsidiary Guarantors
or Non-Loan Party BB Subsidiaries that own or ground lease such Borrowing Base Properties; or (3) Acquisition of Properties where
the underlying property is subject to existing Non-Recourse Indebtedness which is assumed by the acquiring Subsidiary; provided,
further, that for purposes of determining compliance with the amount limitations set forth in this clause (x), the principal amount
of any assumed Non-Recourse Indebtedness shall be excluded; and”


 


2.            Conditions
to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction or waiver of the following conditions precedent:


 


(a)            The
Administrative Agent shall have received:


  


		(i)	counterparts of this Amendment duly executed and delivered by the Borrower and the other Loan Parties,
the Administrative Agent and the Requisite Lenders;



  


		(ii)	all other fees and other amounts due and payable on or prior to the date hereof, including reimbursement
or payment of all reasonable and documented out-of-pocket expenses (including fees and reasonable and documented out-of-pocket expenses
of counsel for the Administrative Agent) required to be reimbursed or paid by the Borrower in connection with this Amendment; and



 


		(iii)	a copy of a duly executed amendment to each of the Revolving Credit Agreement and the Capital One Term
Loan Agreement, consistent with the modifications contemplated hereby.



 


(b)            In
the good faith and reasonable judgment of the Administrative Agent the Borrower and each other Loan Party shall have provided (i) all
information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer”
and anti-money laundering rules and regulations, including without limitation, the Patriot Act and (ii) to the extent the Borrower
qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in
relation to the Borrower.


 


The Administrative Agent shall
notify in writing the Borrower and the Lenders of the effectiveness of this Amendment, and such notice shall be conclusive and binding.


  


3.            [Intentionally
Omitted].


 






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4.            Representations
and Warranties. The Borrower and the Parent Guarantor each hereby certifies that: (a)  no Default or Event of Default
exists as of the date hereof or would exist immediately, in each case, after giving effect to this Amendment; (b) the
representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan
Party is a party are true and correct in all material respects (unless any such representation and warranty is qualified by
materiality, in which event such representation and warranty is true and correct in all respects) on and as of the date hereof,
except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such
representations and warranties were true and correct in all material respects (unless any such representation and warranty is
qualified by materiality, in which event such representation and warranty was true and correct in all respects) on and as of such
earlier date) and except for changes in factual circumstances permitted under the Loan Documents; (c) no consent, approval,
order or authorization of, or registration or filing with, any third party (other than any required filing with the SEC, which the
Borrower agrees to file in a timely manner or filings or recordations required in connection with the perfection of any Lien on the
Collateral in favor of the Administrative Agent) is required in connection with the execution, delivery and carrying out of this
Amendment or, if required, has been obtained; and (d) this Amendment has been duly authorized, executed and delivered so that
it constitutes the legal, valid and binding obligation of the Borrower and the Parent Guarantor, enforceable in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors
generally and the availability of equitable remedies for the enforcement of certain obligations contained herein and as may be
limited by equitable principles generally. The Borrower and the Parent Guarantor each confirms that the Obligations remain
outstanding without defense, set off, counterclaim, discount or charge of any kind as of the date of this Amendment. Except as
expressly provided herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect to any
provision of any Loan Document, a waiver of any default or Event of Default under any Loan Document, or a waiver or release of any
of the Lenders’ or the Administrative Agent’s rights and remedies (all of which are hereby reserved).


  


5.            [Intentionally
Omitted].


  


6.            Ratification.
Without in any way establishing a course of dealing by the Administrative Agent or any Lender, the Borrower, the Parent Guarantor and
each Subsidiary Guarantor each hereby reaffirms and confirms its obligations under the Amended Term Loan Agreement, the Guaranty (solely
with respect to the Parent Guarantor and the Subsidiary Guarantors) and the other Loan Documents to which it is a party and each and every
such Loan Document executed by the undersigned in connection with the Existing Term Loan Agreement remains in full force and effect and
is hereby reaffirmed, ratified and confirmed. This Amendment is not intended to and shall not constitute a novation. All references to
the Existing Term Loan Agreement contained in the above-referenced documents shall be a reference to the Amended Term Loan Agreement
and as the same may from time to time hereafter be amended, restated, supplemented or otherwise modified.


 


7.            GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 






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8.            Counterparts.
To facilitate execution, this Amendment and any amendments, waivers, consents or supplements may be executed in any number of counterparts
as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature
of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document.
It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective
signatures of, or on behalf of, each of the parties hereto.


 


9.            Headings.
The headings of this Amendment are provided for convenience of reference only and shall not affect its construction or interpretation.


 


10.            Miscellaneous.
This Amendment shall constitute a Loan Document under the Amended Term Loan Agreement. This Amendment expresses the entire understanding
of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise
affect the provisions hereof. Any determination that any provision of this Amendment or any application hereof is invalid, illegal, or
unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any
other instance, or the validity, legality, or enforceability of any other provisions of this Amendment. Each of the Borrower and the
Parent Guarantor represents and warrants that it has consulted with independent legal counsel of its selection in connection herewith
and is not relying on any representations or warranties of the Administrative Agent or its counsel in entering into this Amendment.


 


11.            Litigation;
Jurisdiction; Other Matters; Waivers. The terms and provisions of Section 13.5 of the Existing Term Loan Agreement are
incorporated herein by reference, mutatis mutandis, as though fully set forth herein, and the parties hereto agree to such terms.


  


REST OF PAGE INTENTIONALLY LEFT BLANK


 









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IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed and delivered by their authorized officers all as of the day and year first above
written.


  


	 	BORROWER:
	 	 
	 	RLJ LODGING TRUST, L.P.,
 a Delaware
    limited partnership
	 	 
	 	By: 	RLJ Lodging Trust,
	 	 	a Maryland real estate investment trust,
	 	 	its sole general partner
	 	 
	 	By:	 /s/ Leslie D. Hale
	 	 	Name: Leslie D. Hale
	 	 	Title: President and Chief Executive Officer
	 	 
	 	PARENT GUARANTOR:
	 	 
	 	RLJ LODGING TRUST,
	 	a Maryland real estate investment
    trust
	 	 
	 	By: 	/s/ Leslie D. Hale
	 	 	Name: Leslie D. Hale
	 	 	Title: President and Chief Executive Officer






 


RLJ – Eleventh Amendment to Term Loan Agreement


 



     


     


    

 



	 	SUBSIDIARY GUARANTORS:
	 	 
	 	RLJ III – C BUCKHEAD, INC.,
	 	a Texas corporation
	 	 
	 	By:  	 /s/ Leslie D. Hale
	 	 	Name: Leslie D. Hale
	 	 	Title: President and Treasurer
	 	 	 
	 	RLJ III – EM WEST PALM BEACH, INC.,
	 	a Texas corporation
	 	 
	 	By:  	 /s/ Leslie D. Hale
	 	 	Name: Leslie D. Hale
	 	 	Title: President and Treasurer
	 	 
	 	RLJ III – MH DENVER AIRPORT, INC.,
	 	a Delaware corporation
	 	 
	 	By:  	 /s/ Leslie D. Hale
	 	 	Name: Leslie D. Hale
	 	 	Title: President and Treasurer
	 	 
	 	EACH OF THE SUBSIDIARY GUARANTORS LISTED ON ANNEX I HERETO
	 	 
	 	By:  	RLJ LODGING TRUST, L.P.,
	 	a Delaware limited partnership,the direct or indirect holder of all controlling interests in such Subsidiary Guarantor
	 	 
	 	By:   RLJ LODGING TRUST, a Maryland real estate investment trust, its sole general partner
	 	 
	 	By:  	/s/ Leslie D. Hale
	 	 	Name: Leslie D. Hale
	 	 	Title: President and Chief Executive Officer






 


[Signatures Continued on Next Page]


 


RLJ – Eleventh Amendment to Term Loan Agreement


 






     


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Administrative Agent and as a Lender
	 	 
	 	By:  	/s/ Daniel S. Dyer
	 	 	Name: Daniel S. Dyer
	 	 	Title: Director




 


[Signatures Continued on Next Page]


 


RLJ – Eleventh Amendment to Term Loan Agreement


 






     


     


    

 


	 	CAPITAL ONE, N.A., as Lender
	 	 	 
		By:	/s/ Jessica W. Phillips
		Name:	Jessica W. Phillips
		Title:	Authorized Signatory






 






     


     


    

 


	 	REGIONS BANK, as Lender
	 	 	 
		By:	/s/ Ghi S. Gavin
	 	Name:	 Ghi S. Gavin
		Title:	Senior Vice President



 



     


     


    




 


	 	RAYMOND JAMES BANK, as Lender
	 	 	 
		By:	/s/ James Armstrong
	 	Name:	James Armstrong
		Title:	SVP Raymond James Bank



 






     


     


    

  


	 	ROYAL BANK OF CANADA, as Lender
	 	 	 
		By:	/s/ Jake Sigmund
	 	Name: 	Jake Sigmund
		Title:	Authorized Signatory



 






     


     


    

  


	 	TRUIST BANK, f/k/a BRANCH BANKING AND TRUST COMPANY, as Lender
	 	 	 
		By:	/s/ Ryan Almond
	 	Name: 	Ryan Almond
		Title:	Director



 






     


     


    

 


ANNEX
I


 


SUBSIDIARY
GUARANTORS


  


	 	Subsidiary GuarantorS
	1.	RLJ C Charleston HD, LLC
	2.	RLJ C HOUSTON HUMBLE, LP
	3.	RLJ C NY Upper Eastside, LLC
	4.	RLJ C PORTLAND DT, LLC
	5.	RLJ C WAIKIKI, LLC
	6.	RLJ CABANA MIAMI BEACH, LLC
	7.	RLJ DBT KEY WEST, LLC
	8.	RLJ EM IRVINE, LP
	9.	RLJ EM Waltham, LLC
	10.	RLJ HGN Emeryville, LP
	11.	RLJ HP Fremont, LP
	12.	RLJ HY ATLANTA MIDTOWN, LLC
	13.	RLJ HyH San Diego, LP
	14.	RLJ HyH San Jose, LP
	15.	RLJ HyH San Ramon, LP
	16.	RLJ HyH Woodlands, LP
	17.	RLJ II – C MIDWAY, LLC
	18.	RLJ II – F CHERRY CREEK, LLC
	19.	RLJ II – F KEY WEST, LLC
	20.	RLJ II – F MIDWAY, LLC
	21.	RLJ II – HA GARDEN CITY, LLC
	22.	RLJ II – HA MIDWAY, LLC
	23.	RLJ II – HG MIDWAY, LLC
	24.	RLJ II - HOLX Midway, LLC
	25.	RLJ II – INDY CAPITOL HOTELS, LLC
	26.	RLJ II – MH DENVER S, LLC
	27.	RLJ II – MH MIDWAY, LLC
	28.	RLJ II – R HOUSTON GALLERIA, LP
	29.	RLJ II – R LOUISVILLE DT KY, LLC
	30.	RLJ II – R MERRILLVILLE, LLC
	31.	RLJ II – RH BOULDER, LLC
	32.	RLJ II – RH PLANTATION, LLC
	33.	RLJ II – S WESTMINSTER, LLC
	34.	RLJ II – SLE MIDWAY, LLC
	35.	RLJ III – DBT Metropolitan Manhattan, LP
	36.	RLJ III – EM Fort Myers, LLC
	37.	RLJ III – EM Tampa DT, LLC



 






     


     


    

 


	38.	RLJ III – HG New Orleans Convention Center, LLC
	39.	RLJ III – HGN Hollywood, LP
	40.	RLJ III – HGN Pittsburgh, LP
	41.	RLJ III – R National Harbor, LLC
	42.	RLJ III – St. Charles Ave Hotel, LLC
	43.	RLJ R Atlanta Midtown, LLC
	44.	RLJ R HOUSTON HUMBLE, LP
	45.	RLJ S Hillsboro, LLC
	46.	RLJ C San francisco, lp
	47.	rlj hp washington dc, llc
	48.	rlj s houston humble, lp
	49.	RLJ C HOUSTON HUMBLE GENERAL PARTNER, LLC
	50.	RLJ EM IRVINE GENERAL PARTNER, LLC
	51.	RLJ HP FREMONT GENERAL PARTNER, LLC
	52.	RLJ HYH SAN DIEGO GENERAL PARTNER, LLC
	53.	RLJ HYH SAN JOSE GENERAL PARTNER, LLC
	54.	RLJ HYH SAN RAMON GENERAL PARTNER, LLC
	55.	RLJ HYH WOODLANDS GENERAL PARTNER, LLC
	56.	RLJ II SENIOR MEZZANINE BORROWER, LLC
	57.	RLJ II JUNIOR MEZZANINE BORROWER, LLC
	58.	RLJ II – R HOUSTON GALLERIA GENERAL PARTNER, LLC
	59.	RLJ III – C BUCKHEAD PARENT, LLC
	60.	RLJ III – EM WEST PALM BEACH PARENT, LLC
	61.	RLJ III – HGN HOLLYWOOD GENERAL PARTNER, LLC
	62.	RLJ R HOUSTON HUMBLE GENERAL PARTNER, LLC
	63.	RLJ C SAN FRANCISCO GENERAL PARTNER, LLC
	64.	RLJ S HOUSTON HUMBLE GENERAL PARTNER, LLC
	65.	RLJ III – DBT MET MEZZ BORROWER, LP
	66.	RLJ III – DBT METROPOLITAN MANHATTAN GP, LLC
	67.	RLJ III – DBT MET MEZZ BORROWER GP, LLC
	68.	DBT MET HOTEL VENTURE, LP
	69.	DBT MET HOTEL VENTURE GP, LLC
	70.	RLJ III – DBT MET HOTEL PARTNER, LLC
	71.	RLJ HGN EMERYVILLE GENERAL PARTNER, LLC
	72.	RLJ III – HGN PITTSBURGH GENERAL PARTNER, LLC
	73.	RLJ II – CR AUSTIN DT, LP
	74.	RLJ II – CR AUSTIN DT GENERAL PARTNER, LLC
	75.	RLJ III – HS WASHINGTON DC, LLC
	76.	RLJ R BETHESDA, LLC
	77.	RLJ II – MH LOUISVILLE DT, LLC
	78.	RLJ III – MH DENVER AIRPORT PARENT, LLC
	79.	RLJ R LOS ALTOS, LP
	80.	RLJ R LOS ALTOS GENERAL PARTNERS, LLC
	81.	RLJ HA ATLANTA MIDTOWN, LLC