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Signature Page to Term Loan Agreement dated as of
August 27, 2013 with RLJ Lodging Trust, L.P.
REGIONS BANK, as a Lender
By:
/s/ Lee Surtees
Name:
Lee Surtees
Title:
Vice President
SCHEDULE I
LENDERS AND COMMITMENTS
Lenders
Commitment
Wells Fargo Bank, National Association
$
40,000,000
PNC Bank, National Association
40,000,000
Bank of America, N.A.
35,000,000
Barclays Bank PLC
35,000,000
Compass Bank, an Alabama banking corporation
35,000,000
U.S. Bank National Association
35,000,000
Deutsche Bank AG New York Branch
25,000,000
Key Bank National Association
25,000,000
Regions Bank
15,000,000
Royal Bank of Canada
15,000,000
Sumitomo Mitsui Banking Corporation
15,000,000
TD Bank, N.A.
15,000,000
Branch Banking and Trust Company
10,000,000
Capital One, N.A.
10,000,000
Total Commitments
$
350,000,000
EXHIBIT A
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption (the "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each](1) Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each](2) Assignee identified in item 2 below ([the][each, an]
"Assignee").
[It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees](3) hereunder are several and not joint.](4)
Capitalized terms used but not defined herein shall have the meanings given to
them in the Term Loan Agreement identified below (as amended, the "Term Loan
Agreement"), receipt of a copy of which is hereby acknowledged by [the][each]
Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Term Loan Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Term Loan Agreement
and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the Term Loan, and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of [the
Assignor (in its capacity as a Lender)][the respective Assignors (in their
respective capacities as Lenders)] against any Person, whether known or unknown,
arising under or in connection with the Term Loan Agreement, any other documents
or instruments delivered pursuant thereto or the loan transactions governed
thereby or in any way based on or related to any of the foregoing, including,
but not limited to, contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity