Exhibit
10.2


 


THIRD AMENDED
AND RESTATED GUARANTY


 


THIS THIRD AMENDED
AND RESTATED GUARANTY (this “Guaranty”) dated as of December 18, 2019, executed and delivered by each of the undersigned
and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement (as defined
below) (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”)
in favor of (a) Wells Fargo Bank, National Association, in its capacity as Administrative Agent (the “Administrative
Agent”) for the Lenders under that certain Third Amended and Restated Credit Agreement dated as of December 18, 2019 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among RLJ
Lodging Trust, L.P. (the “Borrower”), RLJ Lodging Trust (which is one of the “Guarantors”), the financial
institutions party thereto and their assignees under Section 13.6 thereof (the “Lenders”), the Administrative
Agent, and the other parties thereto, (b) the Lenders, the Issuing Banks and the Swingline Lenders, and (c) the Specified Derivatives
Providers (each individually, a “ Guarantied Party” and collectively, the “Guarantied Parties”).


 


WHEREAS,
the Borrower, RLJ Lodging Trust, the Administrative Agent and certain of the Lenders entered into a certain Second Amended and
Restated Credit Agreement dated as of April 22, 2016 (as amended by that certain First Amendment to Second Amended and Restated
Credit Agreement dated August 31, 2017 and that certain Second Amendment to Second Amended and Restated Credit Agreement dated
January 25, 2018, and as heretofore further amended, supplemented or otherwise modified, the “Existing
Credit Agreement”), pursuant to which RLJ Lodging Trust and certain of the other Guarantors
(along with certain other Subsidiaries of the Borrower) (the “Existing Guarantors”) executed and delivered a certain
Second Amended and Restated Guaranty dated April 22, 2016 (as amended, restated, supplemented or otherwise modified from time to
time, the “Existing Guaranty”), guarantying the obligations of the Borrower under the Existing Credit Agreement;


 


WHEREAS, the Borrower,
RLJ Lodging Trust, the Administrative Agent and the Lenders have entered into the Credit Agreement, which amends and restates the
Existing Credit Agreement, and pursuant to the Credit Agreement, the Administrative Agent and the Lenders have agreed to make available
to the Borrower certain financial accommodations on the terms and conditions set forth in the Credit Agreement;


 


WHEREAS, the Specified
Derivatives Providers may from time to time enter into Specified Derivatives Contracts with the Borrower and/or any Subsidiary
of the Borrower;


 


WHEREAS, the parties
hereto wish to amend and restate the Existing Guaranty in its entirety and each Existing Guarantor wishes to affirm its obligations
under the Existing Guaranty;


 


WHEREAS, each Guarantor
is owned and controlled by the Borrower, owns and controls the Borrower, or is otherwise an Affiliate of the Borrower;


 


WHEREAS, the
Borrower and each of the Guarantors, though separate legal entities, are mutually dependent on each other in the conduct of
their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain
financing from the Administrative Agent and the Lenders, and to enter into Specified Derivatives Contracts, through their
collective efforts;


 






    


     


    

 


WHEREAS, each Guarantor
acknowledges that it will receive direct and indirect benefits from the Administrative Agent and the Lenders making such financial
accommodations available to the Borrower under the Credit Agreement and from the Specified Derivatives Providers under the Specified
Derivatives Contracts and, accordingly, each Guarantor is willing to guarantee the Borrower’s obligations to the Administrative
Agent and the Lenders on the terms and conditions contained herein; and


 


WHEREAS, each Guarantor’s
execution and delivery of this Guaranty, which amends and restates the Existing Guaranty, is a condition to the Administrative
Agent and the Lenders making, and continuing to make, such financial accommodations to the Borrower.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Guarantor, the Existing Guaranty
is hereby amended and restated, and each Guarantor hereby agrees, as follows:


 


Section 1.               
Guaranty. Each Existing Guarantor affirms its obligations under and the terms and conditions of the Existing Guaranty
and agrees that such obligations remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Guarantor
hereby absolutely, irrevocably and unconditionally guaranties the due and punctual payment and performance when due, whether at
stated maturity, by acceleration or otherwise, of all of the following (collectively referred to as the “Guarantied Obligations”):
(a) all indebtedness, liabilities, obligations, covenants and duties owing by the Borrower or any other Loan Party to the
Administrative Agent or any other Guarantied Party under or in connection with the Credit Agreement or any other Loan Document,
including without limitation, the repayment of all principal of the Loans, the Reimbursement Obligations and all other Letter of
Credit Liabilities, and the payment of all interest, fees, charges, reasonable attorneys’ fees and other amounts payable
to the Administrative Agent or any other Guarantied Party thereunder (including, to the extent permitted by Applicable Law, interest,
Fees and other amounts that would accrue and become due after the filing of a case or other proceeding under the Bankruptcy Code
(as defined below) or other similar Applicable Law but for the commencement of such case or proceeding, whether or not such amounts
are allowed or allowable in whole or in part in such case or proceeding); (b) all Specified Derivatives Obligations; (c) all
other Obligations; (d) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing; and
(e) all expenses, including, without limitation, reasonable attorneys’ fees and disbursements, that are incurred by
the Administrative Agent or any of the other Guarantied Parties in the enforcement of any of the foregoing or any obligation of
such Guarantor hereunder.


 


Section 2.                Guaranty
of Payment and Not of Collection. This Guaranty is a guaranty of payment, and not of collection, and a debt of each
Guarantor for its own account. Accordingly, none of the Administrative Agent or the other Guarantied Parties shall be
obligated or required before enforcing this Guaranty against any Guarantor: (a) to pursue any right or remedy the
Guarantied Parties may have against the Borrower, any other Loan Party or any other Person or commence any suit or other
proceeding against the Borrower, any other Loan Party or any other Person in any court or other tribunal; (b) to make
any claim in a liquidation or bankruptcy of the Borrower, any other Loan Party or any other Person; or (c) to make
demand of the Borrower, any other Loan Party or any other Person or to enforce or seek to enforce or realize upon any
collateral security held by the Administrative Agent or any other Guarantied Party which may secure any of the Guarantied
Obligations.


 






    


     


    

 


Section 3.               
Guaranty Absolute. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance
with the terms of the documents evidencing the same, regardless of any Applicable Law now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of the Administrative Agent or the other Guarantied Parties with respect thereto. The
liability of each Guarantor under this Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and
shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise
affected by, any circumstance or occurrence whatsoever, subject to the termination provisions in Section 20, including without
limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):


 


(a)              
(i) any change in the amount, interest rate or due date or other term of any of the Guarantied Obligations, (ii) any
change in the time, place or manner of payment of all or any portion of the Guarantied Obligations, (iii) any amendment or
waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document,
any Specified Derivatives Contract, or any other document, instrument or agreement evidencing or relating to any Guarantied Obligations,
or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under
or in respect of, the Credit Agreement, any of the other Loan Documents, any Specified Derivatives Contract, or any other documents,
instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing
any Guarantied Obligations or any assignment or transfer of any of the foregoing;


 


(b)              
any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, any Specified Derivatives
Contract, or any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment
or transfer of any of the foregoing;


 


(c)              
any furnishing to the Administrative Agent or the other Guarantied Parties of any security for any of the Guarantied Obligations,
or any sale, exchange, release or surrender of, or realization on, any collateral securing any of the Guarantied Obligations;


 


(d)              
any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other
party with respect to any of the Guarantied Obligations, or any subordination of the payment of any of the Guarantied Obligations
to the payment of any other liability of the Borrower or any other Loan Party;


 


(e)              
any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating
to such Guarantor, the Borrower, any other Loan Party or any other Person, or any action taken with respect to this Guaranty by
any trustee or receiver, or by any court, in any such proceeding;


 






    


     


    

 


(f)               
any act or failure to act by the Borrower, any other Loan Party or any other Person which may adversely affect such Guarantor’s
subrogation rights, if any, against any Loan Party or any other person to recover payments made under this Guaranty;


 


(g)              
any nonperfection or impairment of any security interest or other Lien on any collateral securing in any way any of the
Guarantied Obligations;


 


(h)              
any application of sums paid by the Borrower, any other Loan Party or any other Person with respect to the liabilities of
the Borrower to the Administrative Agent or the other Guarantied Parties, regardless of what liabilities of the Borrower remain
unpaid;


 


(i)                
any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof;


 


(j)                
any defense, set-off, claim or counterclaim (other than indefeasible payment and performance in full) which may at any time
be available to or be asserted by the Borrower, any other Loan Party or any other Person against the Administrative Agent or any
of the other Guarantied Parties;


 


(k)              
any change in the corporate existence, structure or ownership of the Borrower or any other Loan Party;


 


(l)                
any statement, representation or warranty made or deemed made by or on behalf of the Borrower, any Guarantor or any other
Loan Party under any Loan Document, Specified Derivatives Contract, or any amendment hereto or thereto, proves to have been incorrect
or misleading in any respect; or


 


(m)            
any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Guarantor hereunder
(other than indefeasible payment and performance in full).


 


Section 4.               
Action with Respect to Guarantied Obligations. The Administrative Agent and the other Guarantied Parties may, at
any time and from time to time, without the consent of, or notice to, any Guarantor, and without discharging any Guarantor from
its obligations hereunder, take any and all actions described in Section 3 and may otherwise: (a) amend, modify, alter
or supplement the terms of any of the Guarantied Obligations, including, but not limited to, extending or shortening the time of
payment of any of the Guarantied Obligations or changing the interest rate that may accrue on any of the Guarantied Obligations;
(b) amend, modify, alter or supplement the Credit Agreement, any other Loan Document or any Specified Derivatives Contract;
(c) sell, exchange, release or otherwise deal with all, or any part, of any collateral securing any of the Guarantied Obligations;
(d) release any Loan Party or other Person liable in any manner for the payment or collection of any of the Guarantied Obligations;
(e) exercise, or refrain from exercising, any rights against the Borrower, any other Loan Party or any other Person; and (f) apply
any sum, by whomsoever paid or however realized, to the Guarantied Obligations in such order as the Administrative Agent and the
other Guarantied Parties shall elect.


 






    


     


    

 


Section 5.               
Representations and Warranties. Each Guarantor hereby makes to the Administrative Agent and the other Guarantied Parties
all of the representations and warranties made by the Parent Guarantor or the Borrower with respect to or in any way relating
to such Guarantor in the Credit Agreement and the other Loan Documents, as if the same were set forth herein in full.


 


Section 6.               
Covenants. Each Guarantor will comply with all covenants with which the Parent Guarantor or the Borrower is to cause
such Guarantor to comply under the terms of the Credit Agreement or any of the other Loan Documents.


 


Section 7.               
Waiver. Each Guarantor, to the fullest extent permitted by Applicable Law, hereby waives notice of acceptance hereof
or any presentment, demand, protest or notice of any kind, and any other act or thing, or omission or delay to do any other act
or thing, which in any manner or to any extent might vary the risk of such Guarantor or which otherwise might operate to discharge
such Guarantor from its obligations hereunder.


 


Section 8.               
Inability to Accelerate Loan. If the Administrative Agent and/or the other Guarantied Parties are prevented under
Applicable Law or otherwise from demanding or accelerating payment of any of the Guarantied Obligations by reason of any automatic
stay or otherwise, the Administrative Agent and/or the other Guarantied Parties shall be entitled to receive from each Guarantor,
upon demand therefor, the sums which otherwise would have been due had such demand or acceleration occurred.


 


Section 9.               
Reinstatement of Guarantied Obligations. If claim is ever made on the Administrative Agent or any of the other Guarantied
Parties for repayment or recovery of any amount or amounts received in payment or on account of any of the Guarantied Obligations,
and the Administrative Agent or such other Guarantied Party repays all or part of said amount by reason of (a) any judgment,
decree or order of any court or administrative body of competent jurisdiction, or (b) any settlement or compromise of any
such claim effected by the Administrative Agent or such other Guarantied Party with any such claimant (including the Borrower or
a trustee in bankruptcy for the Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order,
settlement or compromise shall be binding on it, notwithstanding any revocation hereof or the cancellation of the Credit Agreement,
any of the other Loan Documents, any Specified Derivatives Contract or any other instrument evidencing any liability of the Borrower,
and such Guarantor shall be and remain liable to the Administrative Agent or such other Guarantied Party for the amounts so repaid
or recovered to the same extent as if such amount had never originally been paid to the Administrative Agent or such other Guarantied
Party.


 


Section 10.            Subrogation.
Upon the making by any Guarantor of any payment hereunder for the account of any other Loan Party, such Guarantor shall be
subrogated to the rights of the payee against such Loan Party; provided, however, that such Guarantor shall not enforce any
right or receive any payment by way of subrogation or otherwise take any action in respect of any other claim or cause of
action such Guarantor may have against such Loan Party arising by reason of any payment or performance by such Guarantor
pursuant to this Guaranty, unless and until all of the Guarantied Obligations have been indefeasibly paid and performed in
full. If any amount shall be paid to such Guarantor on account of or in respect of such subrogation rights or other claims
or causes of action, such Guarantor shall hold such amount in trust for the benefit of the Administrative Agent and the other
Guarantied Parties and shall forthwith pay such amount to the Administrative Agent to be credited and applied against the
Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement or to be held by
the Administrative Agent as collateral security for any Guarantied Obligations existing.


 






    


     


    

 


Section 11.           
Payments Free and Clear. Section 3.10 of the Credit Agreement shall be applicable, mutatis mutandis, to all
payments required to be made by any Guarantor under this Guaranty.


 


Section 12.           
Set-off. In addition to any rights now or hereafter granted under any of the other Loan Documents, any Specified
Derivatives Contract or Applicable Law and not by way of limitation of any such rights, subject to Section 13.4 of the Credit Agreement,
each Guarantor hereby authorizes, each Guarantied Party, each Affiliate of a Guarantied Party and each Participant, at any time
while an Event of Default exists, without any prior notice to such Guarantor or to any other Person, any such notice being hereby
expressly waived, but in the case of a Guarantied Party (other than the Administrative Agent), an Affiliate of a Guarantied Party
(other than the Administrative Agent) or a Participant, subject to receipt of the prior written consent of the Administrative Agent
and the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general
or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and
any other indebtedness at any time held or owing by a Guarantied Party, an Affiliate of a Guarantied Party or such Participant,
to or for the credit or the account of such Guarantor against and on account of any of the Guarantied Obligations, although such
obligations shall be contingent or unmatured. Each Guarantor agrees, to the fullest extent permitted by Applicable Law, that any
Participant may exercise rights of setoff or counterclaim and other rights with respect to its participation as fully as if such
Participant were a direct creditor of such Guarantor in the amount of such participation.


 


Section 13.           
Subordination. Each Guarantor hereby expressly covenants and agrees for the benefit of the Administrative Agent and
the other Guarantied Parties that all obligations and liabilities of any other Loan Party to such Guarantor of whatever description,
including without limitation, all intercompany receivables of such Guarantor from any other Loan Party (collectively, the “Junior
Claims”) shall be subordinate and junior in right of payment to all Guarantied Obligations. During the continuance of an
Event of Default, no Guarantor shall accept any direct or indirect payment (in cash, property or securities, by setoff or otherwise)
from any Loan Party on account of or in any manner in respect of any Junior Claim until all of the Guarantied Obligations have
been indefeasibly paid in full.


 






    


     


    

 


Section 14.            Avoidance
Provisions. It is the intent of each Guarantor, the Administrative Agent and the other Guarantied Parties that in any
Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would
not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the
Administrative Agent and the other Guarantied Parties) to be avoidable or unenforceable against such Guarantor in such
Proceeding as a result of Applicable Law, including without limitation, (a) Section 548 of the Bankruptcy Code and
(b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue
of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or
unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the
Administrative Agent and the other Guarantied Parties) shall be determined in any such Proceeding are referred to as the
“Avoidance Provisions”. Accordingly, to the extent that the obligations of any Guarantor hereunder would
otherwise be subject to avoidance under the Avoidance Provisions, the maximum Guarantied Obligations for which such Guarantor
shall be liable hereunder shall be reduced to that amount which, as of the time any of the Guarantied Obligations are deemed
to have been incurred under the Avoidance Provisions, would not cause the obligations of any Guarantor hereunder (or any
other obligations of such Guarantor to the Administrative Agent and the other Guarantied Parties), to be subject to avoidance
under the Avoidance Provisions. This Section is intended solely to preserve the rights of the Administrative Agent and
the other Guarantied Parties hereunder to the maximum extent that would not cause the obligations of any Guarantor
hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any
right or claim under this Section as against the Administrative Agent and the other Guarantied Parties that would not
otherwise be available to such Person under the Avoidance Provisions.


 


Section 15.           
Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the financial condition
of the Borrower and the other Loan Parties, and of all other circumstances bearing upon the risk of nonpayment of any of the Guarantied
Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither
the Administrative Agent nor any of the other Guarantied Parties shall have any duty whatsoever to advise any Guarantor of information
regarding such circumstances or risks.


 


Section 16.          
Governing Law. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


Section 17.           
Waiver of jury trial.


 


(a)               EACH
PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG ANY GUARANTOR, THE ADMINISTRATIVE AGENT OR ANY OF
THE OTHER GUARANTIED PARTIES WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND
EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE OTHER GUARANTIED PARTIES,
THE ADMINISTRATIVE AGENT AND EACH GUARANTOR HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY
KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF
THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR
AMONG ANY GUARANTOR, THE ADMINISTRATIVE AGENT OR ANY OF THE OTHER GUARANTIED PARTIES OF ANY KIND OR NATURE RELATING TO ANY OF
THE LOAN DOCUMENTS.


 






    


     


    

 


(b)              
EACH OF THE GUARANTORS, THE ADMINISTRATIVE AGENT AND EACH OTHER GUARANTIED PARTY HEREBY AGREES THAT THE FEDERAL DISTRICT
COURT OF THE SOUTHERN DISTRICT OF NEW YORK AND ANY STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, SHALL HAVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG ANY GUARANTOR, THE ADMINISTRATIVE AGENT OR ANY OF THE
GUARANTIED PARTIES, PERTAINING DIRECTLY OR INDIRECTLY TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM
OR THEREFROM. EACH GUARANTOR AND EACH OF THE GUARANTIED PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN
ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS WITH RESPECT TO SUCH CLAIMS OR DISPUTES. EACH OF THE GUARANTORS HEREBY WAIVES
PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED THEREIN, AND AGREES THAT SERVICE OF SUCH SUMMONS
AND COMPLAINT, OR OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO IT AT ITS ADDRESS FOR NOTICES
PROVIDED HEREIN. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM
THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY ANY
PARTY OR THE ENFORCEMENT BY ANY PARTY OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.


 


(c)              
THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING
OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER
THE OTHER LOAN DOCUMENTS, THE TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT AND THE TERMINATION OF THIS GUARANTY.


 


Section 18.           
Loan Accounts. The Administrative Agent and each other Guarantied Party may maintain books and accounts setting forth
the amounts of principal, interest and other sums paid and payable with respect to the Guarantied Obligations, and in the case
of any dispute relating to any of the outstanding amount, payment or receipt of any of the Guarantied Obligations or otherwise,
the entries in such books and accounts shall be deemed conclusive evidence of the amounts and other matters set forth herein, absent
manifest error. The failure of the Administrative Agent or any other Guarantied Party to maintain such books and accounts shall
not in any way relieve or discharge any Guarantor of any of its obligations hereunder.


 






    


     


    

 


Section 19.           
Waiver of Remedies. No delay or failure on the part of the Administrative Agent or any of the other Guarantied Parties
in the exercise of any right or remedy it may have against any Guarantor hereunder or otherwise shall operate as a waiver thereof,
and no single or partial exercise by the Administrative Agent or any of the other Guarantied Parties of any such right or remedy
shall preclude any other or further exercise thereof or the exercise of any other such right or remedy.


 


Section 20.           
Termination. This Guaranty shall remain in full force with respect to each Guarantor until the earliest of the (x)
the date on which all of the Guarantied Obligations have been indefeasibly paid and performed in full (other than (1) contingent
indemnification obligations that have not been asserted, (2) Letters of Credit the expiration dates of which extend beyond the
Revolving Credit Maturity Date as permitted under Section 2.3(b) and in respect of which the Borrower has satisfied the
requirements of such Section and Section 2.14 and (3) to the extent arrangements reasonably satisfactory to a Specified
Derivatives Provider under a Specified Derivatives Contract have been entered into, Specified Derivatives Obligations under such
Specified Derivatives Contract) or (y) solely with respect to such Guarantor (but not any other Guarantor), release or termination
of the obligations of such Guarantor hereunder in accordance with the terms of the Credit Agreement, at which point this Guaranty
shall (solely with respect to such Guarantor, in the case of clause (y)), automatically terminate and have no further force and
effect (other than any provisions of this Guaranty that expressly survive the termination hereof). The Administrative Agent agrees
to execute and deliver such documents as are reasonably requested in accordance with Section 8.14 or Section 8.15
of the Credit Agreement, as applicable, by the Borrower or any such Guarantor to evidence such termination or release, at the Borrower’s
or such Guarantor’s sole cost and expense.


 


Section 21.           
Successors and Assigns. Each reference herein to the Administrative Agent or any other Guarantied Party shall be
deemed to include such Person’s respective successors and assigns (including, but not limited to, any holder of the Guarantied
Obligations) in whose favor the provisions of this Guaranty also shall inure, and each reference herein to each Guarantor shall
be deemed to include such Guarantor’s successors and assigns, upon whom this Guaranty also shall be binding. The Guarantied
Parties may, in accordance with the applicable provisions of the Credit Agreement, assign, transfer or sell any Guarantied Obligation,
or grant or sell participations in any Guarantied Obligations, to any Person without the consent of, or notice to, any Guarantor
and without releasing, discharging or modifying any Guarantor’s obligations hereunder. Subject to Section 13.9 of the
Credit Agreement, each Guarantor hereby consents to the delivery by the Administrative Agent or any other Guarantied Party to any
Assignee or Participant (or any prospective Assignee or Participant) of any financial or other information regarding the Borrower
or any Guarantor. No Guarantor may assign or transfer its rights or obligations hereunder to any Person without the prior written
consent of the Administrative Agent and all other Guarantied Parties and any such assignment or other transfer to which the Administrative
Agent and all of the other Guarantied Parties have not so consented shall be null and void.


 


Section 22.           
Joint and Several Obligations. The Obligations of the Guarantors hereunder shall be joint and several, and accordingly,
each Guarantor confirms that it is liable for the full amount of the “Guarantied Obligations” and all of the obligations
and liabilities of each of the other Guarantors hereunder.


 






    


     


    

 


Section 23.           
Amendments. This Guaranty may not be amended except in a writing signed by the Requisite Lenders (or all of the Lenders
if required under the terms of the Credit Agreement), the Administrative Agent and each Guarantor subject to Section 13.17 of
the Credit Agreement; provided, however, that any Subsidiary Guarantor may be released hereunder in accordance with
the terms of Section 8.14 or Section 8.15 of the Credit Agreement, as applicable, and any Subsidiary may become a Guarantor hereunder
by executing and delivering an Accession Agreement in accordance with Section 8.14 of the Credit Agreement.


 


Section 24.           
Payments. All payments to be made by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately
available funds to the Administrative Agent at the Principal Office, not later than 2:00 p.m. on the date of demand therefor.


 


Section 25.          
Notices. All notices, requests and other communications hereunder shall be in writing (including facsimile or electronic
transmission or similar writing) and shall be given (a) to each Guarantor at its address set forth below its signature hereto,
(b) to the Administrative Agent or any other Guarantied Party at its respective address for notices provided for in the Credit
Agreement or Specified Derivatives Contract, as applicable, or (c) as to each such party at such other address as such party
shall designate in a written notice to the other parties. Each such notice, request or other communication shall be effective (i) if
mailed, upon the first to occur of receipt or the expiration of three (3) days after the deposit in the United States Postal Service
mail, postage prepaid and addressed to the address of a Guarantor or Guarantied Party at the addresses specified; (ii) if
telecopied or sent by electronic mail, when transmitted; or (iii) if hand delivered or sent by overnight courier, when delivered;
provided, however, that in the case of immediately preceding clauses (i) through (iii), non-receipt of which the
sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication.


 


Section 26.          
Severability. In case any provision of this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 27.           
Headings. Section headings used in this Guaranty are for convenience only and shall not affect the construction of
this Guaranty.


 


Section 28.          
Limitation of Liability. Neither the Administrative Agent nor any of the other Guarantied Parties, nor any of their
respective Related Parties, shall have any liability with respect to, and each Guarantor hereby waives, releases, and agrees not
to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by a Guarantor
in connection with, arising out of, or in any way related to, this Guaranty, any of the other Loan Documents, any Specified Derivatives
Contract or any of the transactions contemplated by this Guaranty, the Credit Agreement or any of the other Loan Documents, or
any Specified Derivatives Contract. Each Guarantor hereby waives, releases, and agrees not to sue the Administrative Agent, any
other Guarantied Party or any of their respective Related Parties, for punitive damages in respect of any claim in connection with,
arising out of, or in any way related to, this Guaranty, the Credit Agreement or any of the other Loan Documents, any Specified
Derivatives Contract or any of the transactions contemplated by Credit Agreement or financed thereby.


 






    


     


    

 


Section 29.           
Electronic Delivery of Certain Information. Each Guarantor acknowledges and agrees that information regarding the
Guarantor may be delivered electronically pursuant to Section 9.5 of the Credit Agreement.


 


Section 30.           
Right of Contribution. The Guarantors hereby agree as among themselves that, if any Guarantor shall make an Excess
Payment, such Guarantor shall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor’s
Contribution Share of such Excess Payment. The payment obligations of any Guarantor under this Section shall be subordinate
and subject in right of payment to the Guarantied Obligations until such time as the Guarantied Obligations have been indefeasibly
paid and performed in full and the Commitments have expired or terminated, and none of the Guarantors shall exercise any right
or remedy under this Section against any other Guarantor until such Guarantied Obligations have been indefeasibly paid and
performed in full and the Commitments have expired or terminated. Subject to Section 10 of this Guaranty, this Section
shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under
Applicable Law against any other Loan Party in respect of any payment of Guarantied Obligations. Notwithstanding the foregoing,
all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall cease
to be a Guarantor in accordance with the applicable provisions of the Loan Documents.


 


Section 31.           
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes
to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations
under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under
this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under
this Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent
transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain
in full force and effect until termination of this Guaranty in accordance with Section 20 hereof. Each Qualified ECP Guarantor
intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support,
or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity
Exchange Act.


 


Section 32.            Non-Recourse.
Notwithstanding anything that may be expressed or implied in this Guaranty or any document or instrument delivered in
connection herewith or otherwise, and notwithstanding the fact that DBT Met Hotel Venture, LP (“DBT
LP”) and Knickerbocker Holding Partnership, L.P. (“Knickerbocker LP”) may be limited partnerships, by
its acceptance of the benefits of this Guaranty, the Administrative Agent and each of the Guarantied Parties acknowledge and
agree that no Non-Recourse Party has any obligation hereunder and that no recourse shall be had hereunder or under any
document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such
obligations or their creation, against, and no personal liability shall attach to, any Non-Recourse Party, through the
Administrative Agent or the Guarantied Parties or otherwise, whether by or through attempted piercing of the corporate veil,
by or through a claim by or on behalf of the Administrative Agent or the Guarantied Parties against any Non-Recourse Party,
by the enforcement of any assessment, by any legal or equity proceeding, by virtue of any applicable law, or otherwise. For
the avoidance of doubt, Knickerbocker LP is not a Guarantor as of the Effective Date.


 






    


     


    

 


For purposes of this
Section 32, “Non-Recourse Party” means any former, current and future equity holders, controlling persons,
directors, officers, employees, agents, affiliates, or general or limited partners of either (i) DBT LP (including without limitation,
Highgate Oxford New York II, LLC, a Delaware limited partnership, and its successors and affiliates) or (ii) Knickerbocker LP (including
without limitation, HH Knickerbocker Owner, L.P., a Delaware limited partnership, and its successors and affiliates), other than
any Guarantor.


 


Section 33.           
Definitions. (a) For the purposes of this Guaranty:


 


“Accession
Agreement” means an Accession Agreement in the form of Annex I hereto or in such other form as may be approved
by the Administrative Agent.


 


“Bankruptcy
Code” means Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time, and any
successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign
laws relating to bankruptcy, insolvency or creditors’ rights.


 


“Contribution
Share” means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as
a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all
of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which
the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess
Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment;
provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment,
any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor
on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor
shall be utilized for such Guarantor in connection with such Excess Payment.


 


“Excess Payment”
means the amount paid by any Guarantor in excess of its Ratable Share of any Guarantied Obligations.


 


“Proceeding”
means any of the following: (i) a voluntary or involuntary case concerning any Guarantor shall be commenced under the
Bankruptcy Code; (ii) a custodian (as defined in the Bankruptcy Code or any other applicable bankruptcy laws) is
appointed for, or takes charge of, all or any substantial part of the property of any Guarantor; (iii) any other
proceeding under any Applicable Law, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up
or composition for adjustment of debts, whether now or hereafter in effect, is commenced relating to any Guarantor;
(iv) any Guarantor is adjudicated insolvent or bankrupt; (v) any order of relief or other order approving any such
case or proceeding is entered by a court of competent jurisdiction; (vi) any Guarantor makes a general assignment for
the benefit of creditors; (vii) any Guarantor shall fail to pay, or shall state that it is unable to pay, or shall be
unable to pay, its debts generally as they become due; (viii) any Guarantor shall call a meeting of its creditors with a
view to arranging a composition or adjustment of its debts; (ix) any Guarantor shall by any act or failure to act
indicate its consent to, approval of or acquiescence in any of the foregoing; or (x) any corporate action shall be taken
by any Guarantor for the purpose of effecting any of the foregoing.


 






    


     


    

 


“Ratable Share”
means, for any Guarantor in respect of any payment of Guarantied Obligations, the ratio (expressed as a percentage) as of the date
of such payment of Guarantied Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets
and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured,
and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate
present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts
and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of
the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the
Guarantors in respect of any payment of Guarantied Obligations, any Guarantor that became a Guarantor subsequent to the date of
any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor
as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment.


 


(b)              
Terms not otherwise defined herein are used herein with the respective meanings given them in the Credit Agreement.


 


[Signature
on Next Page]


 






    


     


    

 



 


IN WITNESS WHEREOF,
each Guarantor has duly executed and delivered this Guaranty as of the date and year first written above.


 


	 	GUARANTORS:
	 	 
	 	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 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



 


Signature Page to Third Amended and Restated
Guaranty


 






    


     


    

 


	 	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




 


Address for Notices for all Guarantors:


 


c/o RLJ Lodging Trust


3 Bethesda Center


Suite 1000


Bethesda, MD 20814


Attn: Sean M. Mahoney, Executive Vice President and Chief Financial
Officer


Telecopy Number: (301) 280-7750


Telephone Number: (301) 280-7749


 





Signature Page to Third Amended and Restated
Guaranty


 






    


     


    

 


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 HAMMOND, LLC
	18. 	RLJ II – C MIDWAY, LLC
	19. 	RLJ II – C SUGARLAND, LP
	20. 	RLJ II – F CHERRY CREEK, LLC 
	21. 	RLJ II – F HAMMOND, LLC
	22. 	RLJ II – F KEY WEST, LLC
	23. 	RLJ II – F MIDWAY, LLC
	24. 	RLJ II – HA GARDEN CITY, LLC 
	25. 	RLJ II – HA MIDWAY, LLC
	26. 	RLJ II – HG MIDWAY, LLC 
	27. 	RLJ II - HOLX Midway, LLC
	28. 	RLJ II – INDY CAPITOL HOTELS, LLC
	29. 	RLJ II – MH DENVER S, LLC
	30. 	RLJ II – MH MIDWAY, LLC
	31. 	RLJ II – R FISHERS, LLC 
	32. 	RLJ II – R HAMMOND, LLC
	33. 	RLJ II – R HOUSTON GALLERIA, LP



 






    


     


    

 


	34. 	RLJ II – R LOUISVILLE DT KY, LLC 
	35. 	RLJ II – R MERRILLVILLE, LLC 
	36. 	RLJ II – R SUGARLAND, LP 
	37. 	RLJ II – R WARRENVILLE, LLC
	38. 	RLJ II – RH BOULDER, LLC
	39. 	RLJ II – RH PLANTATION, LLC 
	40. 	RLJ II – S WESTMINSTER, LLC
	41. 	RLJ II – SLE MIDWAY, LLC
	42. 	RLJ III – DBT Metropolitan Manhattan, LP
	43. 	RLJ III – EM Fort Myers, LLC
	44. 	RLJ III – EM Tampa DT, LLC
	45. 	RLJ III – HG New Orleans Convention Center, LLC
	46. 	RLJ III – HGN Hollywood, LP
	47. 	RLJ III – HGN Pittsburgh, LP
	48. 	RLJ III – R National Harbor, LLC
	49. 	RLJ III – St. Charles Ave Hotel, LLC
	50. 	RLJ R Atlanta Midtown, LLC
	51. 	RLJ R HOUSTON HUMBLE, LP
	52. 	RLJ S Hillsboro, LLC
	53. 	RLJ C San francisco, lp
	54. 	rlj hp washington dc, llc
	55. 	rlj s houston humble, lp
	56. 	RLJ C HOUSTON HUMBLE GENERAL PARTNER, LLC
	57. 	RLJ EM IRVINE GENERAL PARTNER, LLC
	58. 	RLJ HP FREMONT GENERAL PARTNER, LLC
	59. 	RLJ HYH SAN DIEGO GENERAL PARTNER, LLC
	60. 	RLJ HYH SAN JOSE GENERAL PARTNER, LLC
	61. 	RLJ HYH SAN RAMON GENERAL PARTNER, LLC
	62. 	RLJ HYH WOODLANDS GENERAL PARTNER, LLC
	63. 	RLJ II – C SUGARLAND GENERAL PARTNER, LLC
	64. 	RLJ II SENIOR MEZZANINE BORROWER, LLC
	65. 	RLJ II JUNIOR MEZZANINE BORROWER, LLC
	66. 	RLJ II – R HOUSTON GALLERIA GENERAL PARTNER, LLC
	67. 	RLJ II – R SUGARLAND GENERAL PARTNER, LLC
	68. 	RLJ III – C BUCKHEAD PARENT, LLC
	69. 	RLJ III – EM WEST PALM BEACH PARENT, LLC
	70. 	RLJ III – HGN HOLLYWOOD GENERAL PARTNER, LLC
	71. 	RLJ R HOUSTON HUMBLE GENERAL PARTNER, LLC
	72. 	RLJ C SAN FRANCISCO GENERAL PARTNER, LLC
	73. 	RLJ S HOUSTON HUMBLE GENERAL PARTNER, LLC



 






    


     


    

 


	74. 	RLJ III – DBT MET MEZZ BORROWER, LP
	75. 	RLJ III – DBT METROPOLITAN MANHATTAN GP, LLC
	76. 	RLJ III – DBT MET MEZZ BORROWER GP, LLC
	77. 	DBT MET HOTEL VENTURE, LP
	78. 	DBT MET HOTEL VENTURE GP, LLC
	79. 	RLJ III – DBT MET HOTEL PARTNER, LLC
	80. 	RLJ HGN EMERYVILLE GENERAL PARTNER, LLC
	81. 	RLJ III – HGN PITTSBURGH GENERAL PARTNER, LLC
	82. 	RLJ II – CR AUSTIN DT, LP
	83. 	RLJ II – CR AUSTIN DT GENERAL PARTNER, LLC
	84. 	RLJ III – HS WASHINGTON DC, LLC
	85. 	RLJ R BETHESDA, LLC
	86. 	RLJ II – MH LOUISVILLE DT, LLC
	87. 	RLJ III – MH DENVER AIRPORT PARENT, LLC