10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2015

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number 1-14045

LASALLE HOTEL PROPERTIES

(Exact name of registrant as specified in its charter)

Maryland	36-4219376
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
7550 Wisconsin Avenue, 10th Floor Bethesda, Maryland	20814
(Address of principal executive offices)	(Zip Code)

(301) 941-1500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Shares of Beneficial Interest ($0.01 par value)	New York Stock Exchange
7 ½% Series H Cumulative Redeemable Preferred Shares ($0.01 par value)	New York Stock Exchange
6 ⅜% Series I Cumulative Redeemable Preferred Shares ($0.01 par value)	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ý No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes  ¨ No  ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ý No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Check one:

Large accelerated filer  x	Accelerated filer  o	Non-accelerated filer  o	Smaller reporting company  o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨  No  ý

The aggregate market value of the 113,113,901 common shares of beneficial interest held by non-affiliates of the registrant was approximately $4.0 billion based on the closing price on the New York Stock Exchange for such common shares of beneficial interest as of June 30, 2015.

Number of the registrant’s common shares of beneficial interest outstanding as of February 11, 2016: 112,935,218.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for its 2016 Annual Meeting of Shareholders to be held on or about May 5, 2016 are incorporated by reference in Part II and Part III of this report as noted therein.

LASALLE HOTEL PROPERTIES

INDEX

Item No.		Form  10-K Report Page
	PART I
1.	Business	2
1A.	Risk Factors	6
1B.	Unresolved Staff Comments	15
2.	Properties	16
3.	Legal Proceedings	17
4.	Mine Safety Disclosures	17
	PART II
5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	17
6.	Selected Financial Data	20
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
7A.	Quantitative and Qualitative Disclosures about Market Risk	43
8.	Consolidated Financial Statements and Supplementary Data	44
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	44
9A.	Controls and Procedures	44
9B.	Other Information	44
	PART III
10.	Trustees, Executive Officers and Corporate Governance	45
11.	Executive Compensation	45
12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	45
13.	Certain Relationships and Related Transactions, and Trustee Independence	45
14.	Principal Accountant Fees and Services	45
	PART IV
15.	Exhibits and Financial Statement Schedules	45

Forward-Looking Statements

This report, together with other statements and information publicly disseminated by LaSalle Hotel Properties (the “Company”), contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “may,” “plan,” “seek,” “should,” “will” or similar expressions. Forward-looking statements in this report include, among others, statements about the Company’s business strategy, including its acquisition and development strategies, industry trends, estimated revenues and expenses, ability to realize deferred tax assets and expected liquidity needs and sources (including capital expenditures and the ability to obtain financing or raise capital). You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and which could materially affect actual results, performances or achievements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to:

• risks associated with the hotel industry, including competition for guests and meetings from other hotels and alternative lodging companies, increases in wages, energy costs and other operating costs, potential unionization or union disruption, actual or threatened terrorist attacks, any type of flu or disease-related pandemic and downturns in general and local economic conditions;

• the availability and terms of financing and capital and the general volatility of securities markets;

• the Company’s dependence on third-party managers of its hotels, including its inability to implement strategic business decisions directly;

• risks associated with the real estate industry, including environmental contamination and costs of complying with the Americans with Disabilities Act of 1990, as amended (the “ADA”), and similar laws;

• interest rate increases;

• the possible failure of the Company to maintain its qualification as a real estate investment trust (“REIT”) for federal income tax purposes and the risk of changes in laws affecting REITs;

• the possibility of uninsured losses;

• risks associated with redevelopment and repositioning projects, including delays and cost overruns;

• the risk of a material failure, inadequacy, interruption or security failure of the Company’s or the hotel managers’ information technology networks and systems; and

• the factors discussed under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.

Accordingly, there is no assurance that the Company’s expectations will be realized. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for the Company to predict those events or how they may affect the Company. Except as otherwise required by law, the Company disclaims any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Accordingly, investors should use caution in relying on past forward-looking statements, which were based on results and trends at the time they were made, to anticipate future events or trends.

The “Company,” “we,” “our” or “us” means LaSalle Hotel Properties and one or more of its subsidiaries (including LaSalle Hotel Operating Partnership, L.P. (the “Operating Partnership”) and LaSalle Hotel Lessee, Inc. (together with its wholly owned subsidiaries, “LHL”)), or, as the context may require, LaSalle Hotel Properties only, the Operating Partnership only or LHL only.

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PART I

Item 1. Business

General

The Company, a Maryland real estate investment trust organized on January 15, 1998, primarily buys, owns, redevelops and leases upscale and luxury full-service hotels located in convention, resort and major urban business markets. The Company is a self-administered and self-managed REIT as defined in the Internal Revenue Code of 1986, as amended (the “Code”). As a REIT, the Company is generally not subject to federal corporate income tax on that portion of its net income that is currently distributed to its shareholders. The income of LHL, the Company’s wholly owned taxable REIT subsidiary (“TRS”), is subject to taxation at normal corporate rates.

As of December 31, 2015, the Company owned interests in 47 hotels with over 12,000 guest rooms located in 10 states and the District of Columbia. Each hotel is leased to LHL under a participating lease that provides for rental payments equal to the greater of (i) a base rent or (ii) a participating rent based on hotel revenues. The LHL leases expire between December 2016 and December 2018. Lease revenue from LHL is eliminated in consolidation. A third-party non-affiliated hotel operator manages each hotel pursuant to a hotel management agreement, the terms of which are discussed in more detail under “—Hotel Managers and Hotel Management Agreements”.

Substantially all of the Company’s assets are held directly or indirectly by, and all of its operations are conducted through, the Operating Partnership. The Company is the sole general partner of the Operating Partnership. The Company owned, through a combination of direct and indirect interests, 99.9% of the common units of the Operating Partnership at December 31, 2015. The remaining 0.1% is held by limited partners who held 145,223 common units of the Operating Partnership at December 31, 2015. Subject to certain limitations, common units in the Operating Partnership are redeemable for cash, or at the Company’s option, for a like number of the Company’s common shares of beneficial interest, $0.01 par value per share.

The Company’s principal offices are located at 7550 Wisconsin Avenue, 10th Floor, Bethesda, Maryland 20814. The Company’s website is www.lasallehotels.com. The Company makes available on its website free of charge its filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports. Also posted on the Company’s website, and available in print upon request, are charters of each committee of the Board of Trustees, the Company’s code of business conduct and ethics, the Company’s corporate governance guidelines and the trustee independence standards. Within the time period required by the SEC, the Company will post on its website any amendment to the code of business conduct and ethics and any waiver applicable to any executive officer, trustee or senior financial officer. The information contained on, or otherwise accessible through, the Company’s website is not incorporated into, and does not form a part of, this report or any other report or document we file with or furnish to the SEC.

Strategies and Objectives

The Company’s primary objectives are to provide income to its shareholders through increases in distributable cash flow and to increase long-term total returns to shareholders through appreciation in the value of its common shares of beneficial interest. To achieve these objectives, the Company seeks to:

• enhance the return from, and the value of, the hotels in which it owns interests and any additional hotels the Company may acquire or develop; and

• invest in or acquire additional hotel properties on favorable terms.

The Company seeks to achieve revenue growth principally through:

• renovations, repositionings and/or expansions at selected hotels;

• acquisitions of full-service hotels located in convention, resort and major urban markets in the U.S. especially upscale and luxury full-service hotels in such markets where the Company perceives strong demand growth or significant barriers to entry;

• selective development of hotel properties, particularly upscale and luxury full-service hotels in high barrier-to-entry and high demand markets where development economics are favorable; and

• revenue enhancing programs at the hotels.

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The Company intends to acquire additional hotels in urban, convention and resort markets, consistent with the growth strategies outlined above and which may:

• possess unique competitive advantages in the form of location, physical facilities or other attributes;

• be available at significant discounts to replacement cost, including when such discounts result from reduced competition for hotels with long-term management and/or franchise agreements;

• benefit from brand or franchise conversion or removal, new management, renovations or redevelopment or other active and aggressive asset management strategies; or

• have expansion opportunities.

The Company continues to focus on eight primary urban markets; however, it will acquire assets in other markets if the investment is consistent with the Company’s strategies and return criteria. The primary urban markets are:

•         Boston	•         San Diego
•         Chicago	•         San Francisco
•         Los Angeles	•         Seattle
•         New York	•         Washington, DC

Hotel Managers and Hotel Management Agreements

The Company seeks to grow through strategic relationships with premier, internationally recognized hotel operating companies, including Westin Hotels and Resorts, Hilton Hotels Corporation, Outrigger Lodging Services, Noble House Hotels & Resorts, Hyatt Hotels Corporation, Benchmark Hospitality, White Lodging Services Corporation, Davidson Hotel Company, Kimpton Hotel & Restaurant Group, LLC, Accor, Destination Hotels, Commune Hotels and Resorts, HEI Hotels & Resorts, JRK Hotel Group, Inc., Viceroy Hotel Group, Highgate Hotels and Access Hotels & Resorts. The Company believes that having multiple operators creates a network that will generate acquisition opportunities. In addition, the Company believes its acquisition capabilities are enhanced by its considerable experience, resources and relationships in the hotel industry specifically and the real estate industry generally.

As of December 31, 2015, all of our 47 hotels are leased by LHL, and are managed and operated by third parties pursuant to management agreements entered into between LHL and the respective hotel management companies.

Our management agreements for the 47 hotels leased to LHL have the terms described below.

• Base Management Fees.    Our management agreements generally provide for the payment of base management fees between 1.0% and 4.0% of the applicable hotel’s revenues or a fixed amount, as determined in the agreements.

• Incentive Management and Other Fees.    Some of our management agreements provide for the payment of incentive management fees between 10.0% and 20.0% of gross operating profit or as a percentage of, or in excess of, certain thresholds of net operating income or cash flow of the applicable hotel, if certain criteria are met. Certain of the management agreements also provide for the payment by us of sales and marketing, accounting and other fees.

• Terms.    The remaining terms of our management agreements range from less than one year to 16 years not including renewals, and less than one year to 46 years including renewals. Only one management agreement has a remaining non-cancelable term of 16 years, with the next longest non-cancelable term of 13 years.

• Ability to Terminate.    We have 46 management agreements (Park Central Hotel New York and WestHouse Hotel New York operate under one agreement) of which 42 are terminable at will and one is terminable upon sale. The remaining three management agreements are terminable only with cause or after certain anniversary dates. Termination fees range from zero to up to nine times annual base management and incentive management fees, due upon early termination. Only one management agreement has termination fees at nine times, two at eight times, one at seven times and one at six times; with the next highest at two times annual base management and incentive management fees.

• Operational Services.    Each manager has exclusive authority to supervise, direct and control the day-to-day operation and management of the respective hotel including establishing all room rates, processing reservations, procuring inventories, supplies and services, and preparing public relations, publicity and marketing plans for the hotel.

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• Executive Supervision and Management Services.    Each manager supervises all managerial and other employees, reviews the operation and maintenance, prepares reports, budgets and projections, and provides other administrative and accounting support services to the respective hotel.

• Chain Services.    Our management agreements with major brands require the managers to furnish chain services that are generally made available to other hotels managed by such managers. Such services may, for example, include: (1) the development and operation of computer systems and reservation services; (2) management and administrative services; (3) marketing and sales services; (4) human resources training services and (5) such additional services as may from time to time be more efficiently performed on a national, regional or group level.

• Working Capital.    Our management agreements typically require us to maintain working capital for a hotel and to fund the cost of supplies such as linen and other similar items. We are also responsible for providing funds to meet the cash needs for the hotel operations if at any time the funds available from the hotel operations are insufficient to meet the financial requirements of the hotel.

• Furniture, Fixtures and Equipment Replacements.    We are required to provide to the managers all the necessary furniture, fixtures and equipment for the operation of the hotels (including funding any required furniture, fixture and equipment replacements). Our management agreements generally provide that once each year the managers will prepare a list of furniture, fixtures and equipment to be acquired and certain routine repairs to be performed in the next year and an estimate of funds that are necessary therefore, subject to our review and approval. For purposes of funding the furniture, fixtures and equipment replacements, a specified percentage of the gross revenues of each hotel (typically 4.0%) is either deposited by the manager in an escrow account or held by the owner.

• Building Alterations, Improvements and Renewals.    Our management agreements generally require the managers to prepare an annual estimate of the expenditures necessary for major repairs, alterations, improvements, renewals and replacements to the structural, mechanical, electrical, heating, ventilating, air conditioning, plumbing and vertical transportation elements of the hotels. In addition to the foregoing, the management agreements generally provide that the managers may propose such changes, alterations and improvements to the hotels as required by reason of laws or regulations or, in each manager’s reasonable judgment, to keep each respective hotel in a safe, competitive and efficient operating condition.

• Sale of a Hotel.Four of our management agreements limit our ability to sell, lease or otherwise transfer a hotel, unless the transferee assumes the related management agreement and meets specified other conditions and/or unless the transferee is not a competitor of the manager.

• Service Marks.    During the term of our management agreements, the service mark, symbols and logos currently used by the managers may be used in the operation of the hotels. Any right to use the service marks, logo and symbols and related trademarks at a hotel will terminate with respect to that hotel upon termination of the management agreement with respect to such hotel.

Recent Developments

On January 4, 2016, the Company repaid without fee or penalty the Westin Michigan Avenue mortgage loan in the amount of $131.3 million plus accrued interest through borrowings under its senior unsecured credit facility. The loan was due to mature in April 2016.

On January 4, 2016, the Company repaid without fee or penalty the Indianapolis Marriott Downtown mortgage loan in the amount of $96.1 million plus accrued interest through borrowings under its senior unsecured credit facility. The loan was due to mature in July 2016.

On February 11, 2016, the Company repaid without fee or penalty The Roger mortgage loan in the amount of $58.8 million plus accrued interest through borrowings under its senior unsecured credit facility. The loan was due to mature in August 2016.

Hotel Renovations

The Company believes that its regular program of capital improvements at the hotels, including replacement and refurbishment of furniture, fixtures and equipment, helps maintain and enhance its competitiveness and maximize revenue growth.

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Joint Venture

The Company holds a 99.99% controlling interest in The Liberty Hotel. Since the Company holds a controlling interest, the accounts of the joint venture have been included in the consolidated financial statements. The 0.01% interest of the outside partner is included in noncontrolling interests in consolidated entities in the consolidated balance sheets.

Tax Status

The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Code. As a result, the Company generally is not subject to corporate income tax on that portion of its net income that is currently distributed to shareholders. A REIT is subject to a number of highly technical and complex organizational and operational requirements, including requirements with respect to the nature of its gross income and assets and a requirement that it currently distribute at least 90% of its taxable income. The Company may, however, be subject to certain state and local taxes on its income and property.

Effective January 1, 2001, the Company elected to operate its wholly owned subsidiary, LHL, as a TRS. Accordingly, LHL is required to pay corporate income taxes at the applicable rates.

Seasonality

The Company’s hotels’ operations historically have been seasonal. Taken together, the hotels maintain higher occupancy rates during the second and third quarters of each year. These seasonality patterns can be expected to cause fluctuations in the quarterly hotel operations.

Competition

The hotel industry is highly competitive. Each of the hotels is located in a developed area that includes other hotel properties as well as alternative lodging companies. The number of competitive hotel properties in a particular area could have a material adverse effect on occupancy, average daily rate (“ADR”) and room revenue per available room (“RevPAR”) at the Company’s current hotels or at hotels acquired in the future. In addition, the Company may be competing for investment opportunities with entities that have substantially greater financial resources than the Company. These entities may generally be able to accept more risk than the Company can prudently manage, including risks with respect to the amount of leverage utilized, creditworthiness of a hotel operator or the geographic proximity of its investments. Competition may generally reduce the number of suitable investment opportunities offered to the Company and increase the bargaining power of property owners seeking to sell.

Environmental Matters

In connection with the ownership of hotels, the Company is subject to various federal, state and local laws, ordinances and regulations relating to environmental protection. Under these laws, a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances on, under or in such property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of hazardous or toxic substances. In addition, the presence of contamination from hazardous or toxic substances, or the failure to remediate such contaminated property properly, may adversely affect the owner’s ability to borrow using such property as collateral. Furthermore, a person who arranges for the disposal or treatment of a hazardous or toxic substance at a property owned by another, or who transports such substance to or from such property, may be liable for the costs of removal or remediation of such substance released into the environment at the disposal or treatment facility. The costs of remediation or removal of such substances may be substantial, and the presence of such substances may adversely affect the owner’s ability to sell such real estate or to borrow using such real estate as collateral. In connection with the ownership of hotels, the Company may be potentially liable for such costs.

The Company believes that its hotels are in compliance, in all material respects, with all federal, state and local environmental ordinances and regulations regarding hazardous or toxic substances and other environmental matters, the violation of which could have a material adverse effect on the Company. The Company has not received verbal or written notice from any governmental authority of any material noncompliance, liability or claim relating to hazardous or toxic substances or other environmental matters in connection with any of the properties currently under its ownership.

Employees

The Company had 35 employees as of February 11, 2016. All persons employed in the day-to-day operations of the hotels are employees of the management companies engaged by the lessees to operate such hotels. None of the Company’s employees is a member of any union; however, some employees of the hotel managers at several of Company’s hotels are currently represented by labor unions and are subject to collective bargaining agreements.

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Additional Information

All reports filed with the SEC may also be read and copied at the SEC’s public reference room at 100 F Street, NE, Washington, DC 20549. Further information regarding the operation of the public reference room may be obtained by calling 1-800-SEC-0330. In addition, all of our filed reports can be obtained at the SEC’s website at www.sec.gov or through the Company’s website at www.lasallehotels.com. The information contained on, or otherwise accessible through, the Company’s website is not incorporated into, and does not form a part of, this report or any other report or document we file with or furnish to the SEC.

Item 1A. Risk Factors

The following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the only ones the Company faces. Additional risks and uncertainties not currently known to the Company or that it may currently deem immaterial also may materially adversely affect the Company. The risks described could affect the Company’s business, financial condition, liquidity, results of operations, cash flows or prospects could be materially adversely affected.

Risks Related to Our Business and the Lodging Industry

Economic conditions may reduce demand for hotel properties and adversely affect our profitability.

The performance of the lodging industry is highly cyclical and has traditionally been closely linked with the performance of the general economy and, specifically, growth in the U.S. gross domestic product (“GDP”), employment, and investment and travel demand. We cannot predict the pace or duration of the global economic cycle or the cycles of the lodging industry. In the event conditions in the industry deteriorate or do not continue to see sustained improvement, or there is an extended period of economic weakness, our occupancy rates, revenues and profitability could be adversely affected. Furthermore, other macroeconomic factors, such as consumer confidence and conditions which negatively shape public perception of travel, may have a negative effect on the lodging industry and may adversely affect our business.

Furthermore, all of our hotels are classified as luxury, upper upscale or upscale. In an economic downturn, these types of hotels may be more susceptible to a decrease in revenue, as compared to hotels in other categories that have lower room rates. This characteristic may result from the fact that upper upscale hotels generally target business and high-end leisure travelers. In periods of economic difficulties, business and leisure travelers may seek to reduce travel costs by limiting travel or seeking to reduce costs on their trips. In addition, in periods of weak demand, as may occur during a general economic recession, profitability is negatively affected by the relatively high fixed costs of operating luxury, upper upscale and upscale hotels. Consequently, any uncertainty in the general economic environment could adversely affect our business.

We will be significantly influenced by the economies and other conditions in the specific markets in which we operate, particularly in the metropolitan areas where we have high concentrations of hotels.

We focus on primary urban markets, including Boston, MA, Chicago, IL, Los Angeles, CA, New York, NY, San Diego, CA, San Francisco, CA, Seattle, WA and Washington, DC. As of December 31, 2015, our hotels were located in 14 markets in 10 states and the District of Columbia, including nine hotels located in Washington, DC, seven hotels located in San Francisco, CA, six hotels located in Los Angeles, CA, five hotels located in San Diego, CA and four hotels located in both Boston, MA and New York, NY. As a result, we are particularly susceptible to adverse market conditions in these geographic areas, including industry downturns, relocation of businesses and any oversupply of hotel rooms or a reduction in lodging demand. Adverse economic developments in the markets in which we have a concentration of hotels, or in any of the other markets in which we operate, or any increase in hotel supply or decrease in lodging demand resulting from the local, regional or national business climate, could adversely affect us.

The return on our hotels depends upon the ability of the hotel operators to operate and manage the hotels.

To maintain our status as a REIT, we are not permitted to operate any of our hotels. As a result, we are unable to directly implement strategic business decisions with respect to the daily operation and marketing of our hotels, such as decisions with respect to the setting of room rates, repositioning of a hotel, food and beverage pricing and certain similar matters. Although LHL consults with the hotel operators with respect to strategic business plans, the hotel operators are under no obligation to implement any of our recommendations with respect to such matters. Thus, even if we believe our hotels are being operated inefficiently or in a manner that does not result in satisfactory occupancy rates, RevPAR, ADR or operating profits, we may not have sufficient rights under our hotel operating agreements to enable us to force the hotel operator to change its method of operation. We generally can only seek redress if a hotel operator violates the terms of the applicable operating agreement, and then only to the extent of the remedies provided for under the terms of the agreement. Some of the operating agreements have lengthy terms and may not be terminable by us before the agreement’s expiration. In the event that we are able to and do replace any of our hotel operators,

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we may experience significant disruptions at the affected hotels, which may adversely affect our ability to make distributions to our shareholders.

Our hotels are subject to significant competition.

The markets where our hotels are located and the luxury, upper upscale and upscale segments of the hotel business are highly competitive. Our hotels compete on the basis of location, room rates, quality, service levels, reputation, reservations systems and supply and availability of alternative lodging, among many factors. There are many competitors in the luxury, upper upscale and upscale segments in our markets, and many of these competitors may have substantially greater marketing and financial resources than we have. Furthermore, in addition to competing with traditional hotels and lodging facilities, we compete with alternative lodging companies, such as HomeAway and Airbnb, which operate websites that market available furnished, privately-owned residential properties, including homes and condominiums, that can be rented on a nightly, weekly or monthly basis. This competition could reduce occupancy levels and room revenue at our hotels, which would harm our operations. In addition, over-building in the hotel industry may increase the number of rooms available and may decrease occupancy and room rates, which can quickly destabilize a market and existing hotels can experience rapidly decreasing RevPAR and profitability. If such over-building occurs in one or more of our markets, our business, financial condition, results of operations and ability to make distributions to our shareholders could be materially and adversely affected.

Our performance and our ability to make distributions on our shares are subject to risks associated with the hotel industry.

Competition for guests, increases in operating costs, dependence on travel and poor economic conditions could adversely affect our cash flow.    Our hotel properties have different economic characteristics than many other real estate assets. A typical office REIT, for example, has long-term leases with third-party tenants, which provide a relatively stable long-term stream of revenue. On the other hand, virtually all hotel guests stay at a hotel for only a few nights at a time, so the rate and occupancy at each of our hotels changes every day. As a result, we may have highly volatile earnings.

In addition, our hotels are subject to all operating risks common to the hotel industry, many of which are beyond our control. These risks include:

• adverse effects of weak national, regional and local economic conditions;

• tightening credit standards;

• competition for guests and meetings from other hotels and alternative lodging companies, including competition and pricing pressure from Internet wholesalers and distributors;

• an over-supply or over-building of hotels in the markets in which we own properties;

• increases in operating costs, including wages, benefits, insurance, property taxes and energy, due to inflation and other factors, which may not be offset in the future by increased room rates;

• labor strikes, disruptions or lockouts that may impact operating performance;

• dependence on demand from business and leisure travelers, which may fluctuate and be seasonal;

• increases in energy costs, airline fares and other expenses related to travel, which may negatively affect traveling; and

• terrorism, terrorism alerts and warnings, military actions, pandemics or other medical events which may cause decreases in business and leisure travel.

These factors could adversely affect the ability of the hotel operators to generate revenues which could adversely affect LHL’s ability to make rental payments to the Operating Partnership pursuant to the participating leases and ultimately impact our liquidity.

Unexpected capital expenditures could adversely affect our cash flow.    Hotels require ongoing renovations and other capital improvements, including periodic replacement or refurbishment of furniture, fixtures and equipment. Under the terms of our leases, we are obligated to pay the cost of certain capital expenditures at the hotels, including new brand standards, and to pay for periodic replacement or refurbishment of furniture, fixtures and equipment. If capital expenditures exceed expectations, there can be no assurance that sufficient sources of financing will be available to fund such expenditures.

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In addition, we have acquired hotels that have undergone significant renovation and may acquire additional hotels in the future that require significant renovation. Renovations of hotels involve numerous risks, including the possibility of environmental problems, construction cost overruns and delays, the effect on current demand, uncertainties as to market demand or deterioration in market demand after commencement of renovation and the emergence of unanticipated competition from other hotels.

The seasonality of the lodging industry may cause fluctuations in our quarterly revenues. The lodging industry is seasonal in nature. This seasonality can be expected to cause quarterly fluctuations in our revenues. Our quarterly earnings may be adversely affected by factors outside our control, including weather conditions and poor economic factors.

The increasing use of Internet travel intermediaries by consumers may reduce our revenues. Some of our hotel rooms are booked through Internet travel intermediaries, such as Travelocity.com, Expedia.com and Priceline.com. As bookings through these intermediaries increase, these intermediaries may be able to obtain higher commissions, reduced room rates or other significant contract concessions from the management companies that operate the hotels we own and acquire. Moreover, some of these Internet travel intermediaries are attempting to offer hotel rooms as a commodity, by increasing the importance of price and general indicators of quality (such as “three-star downtown hotel”), at the expense of brand identification or quality of product or service. These intermediaries hope that consumers will eventually develop brand loyalties to their reservations system rather than to lodging brands or properties. If the amount of bookings made through Internet travel intermediaries proves to be more significant than we expect, profitability may be lower than expected.

The use of business related technology could adversely affect travel and hotel demand. The increased use of teleconference and video-conference technology by businesses could result in decreased business travel as companies increase the use of technologies that allow multiple parties from different locations to participate in meetings without traveling to a centralized meeting location. To the extent that such technologies play an increased role in day-to-day business and the necessity for business related travel decreases, hotel room demand may decrease.

Terrorist attacks, natural disasters, significant military actions, outbreaks of contagious diseases or other events could adversely affect travel and hotel demand.

We own hotels in metropolitan markets that have been, or may in the future be, targets of actual or threatened terrorist attacks, including Boston, MA, Chicago, IL, New York, NY and Washington, DC. Previous terrorist attacks and subsequent terrorist alerts have adversely affected the U.S. travel and hospitality industries over the past several years, often disproportionately to the effect on the overall economy. In addition, we own 22 hotels located in areas of the West Coast that are seismically active and two hotels (Southernmost Beach Resort Key West (formerly Southernmost Hotel Collection) and The Marker Waterfront Resort) in areas that have the potential to, and will continue to, experience hurricanes. Even in the absence of direct physical damage to our hotels, the occurrence of terrorist attacks, natural disasters, significant military actions, outbreaks of diseases, such as Ebola, H1N1 or SARS, or other casualty events, will likely have a material adverse effect on business and commercial travelers and tourists, the economy generally and the hotel and tourism industries in particular.

We may not have enough insurance.

We carry comprehensive liability, fire, flood, earthquake, extended coverage and business interruption policies that insure us against losses with policy specifications and insurance limits that we believe are reasonable. There are certain types of losses, such as losses from environmental problems or terrorism, that management may not be able to insure against or may decide not to insure against since the cost of insuring is not economical. We may suffer losses that exceed our insurance coverage. Further, market conditions, changes in building codes and ordinances or other factors such as environmental laws may make it too expensive to repair or replace a property that has been damaged or destroyed, even if covered by insurance.

Our performance is subject to real estate industry conditions, the terms of our leases and management agreements.

Because real estate investments are illiquid, we may not be able to sell hotels when desired.    Real estate investments generally cannot be sold quickly. We may not be able to vary our portfolio promptly in response to economic or other conditions. In addition, provisions of the Code limit a REIT’s ability to sell properties in some situations when it may be economically advantageous to do so.

Liability for environmental matters could adversely affect our financial condition.    As an owner of real property, we are subject to various federal, state and local laws and regulations relating to the protection of the environment that may require a current or previous owner of real estate to investigate and clean-up hazardous or toxic substances at a property. These laws often impose such liability without regard to whether the owner knew of or caused the presence of the contaminants, and liability is not limited under the enactments and could exceed the value of the property and/or the aggregate assets of the owner. Persons who arrange for the disposal or treatment facility, whether or not such facility is owned or operated by the person, may be liable for the costs of removal or remediation of such substance released into the environment at the disposal or treatment facility. Even if

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more than one person were responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire amount of clean-up costs incurred.

Environmental laws also govern the presence, maintenance and removal of asbestos-containing materials. These laws impose liability for release of asbestos-containing materials into the air and third parties may seek recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials. In connection with ownership (direct or indirect) of our hotels, we may be considered an owner or operator of properties with asbestos-containing materials. Having arranged for the disposal or treatment of contaminants, we may be potentially liable for removal, remediation and other costs, including governmental fines and injuries to persons and property.

The costs of compliance with the ADA and other government regulations could adversely affect our cash flow.    Under the ADA, all public accommodations are required to meet certain federal requirements related to access and use by disabled persons. A determination that we are not in compliance with the ADA could result in imposition of fines or an award of damages to private litigants. If we are required to make substantial modifications to our hotels, whether to comply with ADA or other government regulation such as building codes or fire safety regulations, our financial condition, results of operations and ability to make shareholder distributions could be adversely affected.

Certain leases and management agreements may constrain us from acting in the best interest of shareholders or require us to make certain payments.    The Hyatt Regency Boston Harbor, San Diego Paradise Point Resort and Spa, The Hilton San Diego Resort and Spa, The Roger, Viceroy Santa Monica, The Liberty Hotel, Harbor Court Hotel, Hotel Triton, Southernmost Beach Resort Key West (restaurant facility) and Hotel Vitale are each subject to a ground or land and building lease with a third-party lessor which requires us to obtain the consent of the relevant third party lessor in order to sell any of these hotels or to assign our leasehold interest in any of the ground or land and building leases. Accordingly, if we determine that the sale of any of these hotels or the assignment of our leasehold interest in any of these ground or land and building leases is in the best interest of our shareholders, we may be prevented from completing such a transaction if we are unable to obtain the required consent from the relevant lessor. The Indianapolis Marriott Downtown, Westin Copley Place and Hotel Solamar are each subject to a ground or air rights lease and do not require approval from the relevant third-party lessor. In addition, at any given time, potential investors may be disinterested in buying hotel properties subject to a ground lease and may pay a lower price for such properties than for a comparable property in fee simple, or they may not purchase such properties at any price whatsoever. For these reasons, we may have a difficult time selling a hotel property subject to a ground lease or may receive lower proceeds from a sale. Finally, as the lessee under our ground leases, we are exposed to the possibility of losing the hotel, or a portion of the hotel, upon termination, or an earlier breach by us, of the ground lease.

In some instances, we may be required to obtain the consent of the hotel operator or franchisor prior to selling the hotel. Typically, such consent is only required in connection with certain proposed sales, such as if the proposed purchaser is engaged in the operation of a competing hotel or does not meet certain minimum financial requirements.

Some of our hotels are subject to rights of first offer which may adversely affect our ability to sell those properties on favorable terms or at all.

We are subject to a franchisor’s or operator’s right of first offer, in some instances, with respect to the Embassy Suites Philadelphia - Center City, Harbor Court Hotel, Hilton San Diego Gaslamp Quarter, Hotel Triton, Indianapolis Marriott Downtown, Park Central Hotel New York and WestHouse Hotel New York, Park Central San Francisco, Sofitel Washington, DC Lafayette Square, The Hilton San Diego Resort and Spa, Westin Copley Place and Westin Michigan Avenue. These third-party rights may adversely affect our ability to timely dispose of these properties on favorable terms, or at all.

We consider acquisition opportunities in the ordinary course of our business, which may not perform as anticipated.

In the ordinary course of our business and when our liquidity position permits, we consider acquisition opportunities. The acquisition of hotel properties involves risks, including the risk that the acquired hotel property will not perform as anticipated and the risk that any actual costs for rehabilitating, repositioning, renovating and improving identified in the pre-acquisition process will exceed estimates.

We and our hotel managers rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.

We and our hotel managers rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and to manage or support a variety of business processes, including financial transactions and records, personal identifying information, reservations, billing and operating data. We and our hotel managers purchase some of such information technology from vendors, on whom our systems depend, and the hotel managers rely on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential customer

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information, such as individually identifiable information, including information relating to financial accounts. Although we and our hotel managers have taken steps to protect the security of its information systems and the data maintained in those systems, these safety and security measures may not be able to prevent the systems’ improper functioning or damage, or the improper access or disclosure of personally identifiable information, such as in the event of cyber attacks, which are rapidly evolving and becoming increasingly sophisticated. For example, in February 2014, the hotel manager at the Indianapolis Marriott Downtown announced a suspected security breach of point of access sales systems at food and beverage outlets located at the hotel. Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. Any failure to maintain proper function, security and availability of our or the hotel managers’ information systems could interrupt our operations; damage our reputation; result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines; result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; require significant management attention and resources to remedy any damages that result; and subject us to liability claims or regulatory penalties.

We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor.

Our third-party hotel managers are responsible for hiring and maintaining the labor force at each of our hotels. Although we do not directly employ or manage employees at our hotels, we are subject to the risks associated with the employment of hotel personnel, particularly at those hotels with unionized labor. From time to time, strikes, lockouts, public demonstrations or other negative actions and publicity may disrupt hotel operations. We also may incur increased legal costs and indirect labor costs as a result of contract disputes or other events. The resolution of labor disputes or new or re-negotiated labor contracts could lead to increased labor costs, either by increases in wages or benefits or by changes in work rules that raise hotel operating costs. Furthermore, labor agreements may limit the ability of the hotel managers to reduce the size of hotel workforces during an economic downturn because collective bargaining agreements are negotiated between the hotel managers and labor unions. We do not have the ability to control the outcome of these negotiations. In addition, we believe that unions are generally becoming more aggressive about organizing workers at hotels in certain locations. Potential labor activities at these hotels could significantly increase the administrative, labor and legal expenses of the third-party management companies operating these hotels and reduce the profits that we receive.

Investments in hotel-related mortgage assets, including mezzanine loans, subject us to the risk of loss.

We may originate or acquire hotel-related mortgage assets, including mezzanine loans. Investments in real estate mortgages and subordinated real estate loans are subject to the risk that one or more borrowers may default and that the collateral securing mortgages may not be sufficient or, in the case of subordinated mezzanine loans, available to enable us to recover our full investment in these loans.

Property ownership through partnerships and joint ventures could limit our control of those investments.

Partnership or joint venture investments may involve risks not otherwise present for investments made solely by us, including among others, the possibility that our co-investors might become bankrupt, might at any time have goals or interests that are different from ours because of disparate tax consequences or otherwise, and may take action contrary to our instructions, requests, policies or objectives, including our policy with respect to maintaining our qualification as a REIT. Other risks of joint venture investments include an impasse on decisions, such as a sale, because neither our co-investors nor we would have full control over the partnership or joint venture. There is no limitation under our organizational documents as to the amount of funds that may be invested in partnerships or joint ventures.

Risks Related to Our Debt and Financing

Our obligation to comply with financial covenants in our unsecured credit facilities, term loans and mortgages on some of our hotel properties could impact our operations, may require us to liquidate our properties and could adversely affect our ability to make distributions to our shareholders.

Our unsecured credit facilities and term loans. We have a $750.0 million senior unsecured credit facility (with an accordion feature that allows us to request an increase in the total commitments of up to $1.05 billion, subject to certain terms and conditions) that matures on January 8, 2018, subject to twosix-month extensions that we may exercise at our option, pursuant to certain terms and conditions, including the payment of an extension fee. We also have a $300.0 million unsecured five-year term loan (with an accordion feature that allows us to request an increase in the total commitments of up to $500.0 million, subject to certain terms and conditions) and a $555.0 million unsecured five-year term loan (with an accordion feature that allows us to request an increase in the total commitments of up to $700.0 million, subject to certain terms and conditions). In addition, LHL has a $25.0 million unsecured revolving credit facility, which matures on January 8, 2018, subject to twosix-month extensions that LHL may exercise at its option, pursuant to certain terms and conditions, including the payment of an extension fee.

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Each of the senior unsecured credit facility, the term loans and the LHL unsecured revolving credit facility contain certain financial covenants relating to net worth requirements, debt ratios and fixed charge coverage and other limitations that restrict our ability to make distributions or other payments to our shareholders upon events of default. The senior unsecured credit facility and term loans also contain cross-default provisions that allow the lenders under the credit facility and term loans to stop future extensions of credit and/or accelerate the maturity of any outstanding principal balances under the credit facility or term loans if we are in default under certain other debt obligations, including our non-recourse secured mortgage indebtedness.

If we violate the financial covenants in our credit facilities or term loans, we could be required to repay all or a portion of our indebtedness with respect to such credit facility or term loan before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, or at all. Moreover, if we are unable to refinance our debt on acceptable terms, including at maturity of our credit facilities and term loans, we may be forced to dispose of hotel properties on disadvantageous terms, potentially resulting in losses that reduce cash flow from operating activities. Failure to comply with our financial covenants contained in our credit facilities and term loans, or our non-recourse secured mortgages described below, could result from, among other things, changes in our results of operations, the incurrence of additional debt or changes in general economic conditions.

Our non-recourse secured mortgages.    In addition to our senior unsecured credit facility, our term loans and the LHL unsecured revolving credit facility, we have from time to time entered into non-recourse mortgages secured by specific hotel properties. Under the terms of these debt obligations, a lender’s only remedy in the event of default is against the real property securing the mortgage, except where a borrower has, among other customary exceptions, engaged in an action constituting fraud or an intentional misrepresentation. In those cases, a lender may seek a remedy for a breach directly against the borrower, including its other assets. The Indianapolis Marriott Downtown, Westin Copley Place, Westin Michigan Avenue and The Roger are each mortgaged to secure payment of indebtedness aggregating $511.3 million as of December 31, 2015. The Hyatt Regency Boston Harbor is mortgaged to secure payment of principal and interest on bonds with an aggregate par value of $42.5 million. These mortgages contain debt service coverage tests related to the mortgaged properties. If the debt service coverage ratio for that specific property fails to exceed a threshold level specified in the mortgage, cash flows from that hotel will automatically be directed to the lender to (i) satisfy required payments, (ii) fund certain reserves required by the mortgage and (iii) fund additional cash reserves for future required payments, including final payment. Cash flows will be directed to the lender (“cash trap”) until such time as we again become compliant with the specified debt service coverage ratio or the mortgage is paid off.

If we are unable to meet mortgage payment obligations, including the payment obligation upon maturity of the mortgage borrowing, the mortgage securing the specific property could be foreclosed upon by, or the property could be otherwise transferred to, the mortgagee with a consequent loss of income and asset value to us. We may also elect to sell the property, if we are able to sell the property, for a loss in advance of a foreclosure or other transfer. An event of default under our non-recourse secured mortgage may also constitute an event of default under our senior unsecured credit facility or term loans.

As of December 31, 2015, the Company is in compliance with all debt covenants, current on all loan payments and not otherwise in default under the credit facilities, term loans, bonds payable or mortgages.

Our liquidity may be reduced and our cost of debt financing may be increased because we may be unable to, or elect not to, remarket debt securities related to the Hyatt Regency Boston Harbor for which we may be liable.

We are the obligor with respect to a $37.1 million tax-exempt special project revenue bond and a $5.4 million taxable special project revenue bond, both issued by the Massachusetts Port Authority (collectively, the “Massport Bonds”). The Massport Bonds, which mature on March 1, 2018, bear interest based on weekly floating rates and have no principal reductions prior to their scheduled maturities. The Massport Bonds may be redeemed at any time, at our option, without penalty. U.S. Bank National Association (“U.S. Bank”) provides the supporting letters of credit on the Massport Bonds. The letters of credit expire on September 30, 2016. The letters of credit have twoone-year extension options that we may exercise at our option, subject to certain terms and conditions, and are secured by the Hyatt Regency Boston Harbor. The letters of credit cannot be extended beyond the Massport Bonds’ maturity date. If U.S. Bank fails to renew its letters of credit at expiration and an acceptable replacement provider cannot be found, we may be required to pay off the bonds. If we are unable to, or elect not to, issue or remarket the Massport Bonds, we would expect to rely primarily on our available cash and credit facilities to pay off the Massport Bonds. At certain times, we may hold some of the Massport Bonds that have not been successfully remarketed. Our borrowing costs under our senior unsecured credit facility may be higher than tax-exempt bond financing costs. Borrowings under the credit facilities to pay off the Massport Bonds would also reduce our liquidity to meet other obligations.

Increases in interest rates may increase our interest expense.

As of December 31, 2015, $288.5 million of aggregate indebtedness (20.2% of total indebtedness) was subject to variable interest rates, excluding amounts outstanding under our term loans since we hedged their variable interest rates to fixed interest rates. An increase in interest rates could increase our interest expense and reduce our cash flow and may affect our ability to make distributions to shareholders and to service our indebtedness.

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There is refinancing risk associated with our debt.

Our typical debt contains limited principal amortization; therefore, the vast majority of the principal must be repaid at the maturity of the loan in a so-called “balloon payment.” In the event that we do not have sufficient funds to repay the debt at the maturity of these loans, we will need to refinance this debt. If the credit environment is constrained at the time of our debt maturities, we would have a very difficult time refinancing debt. In addition, we locked in our fixed-rate debt at a point in time when we were able to obtain favorable interest rates, principal amortization and other terms. When we refinance our debt, prevailing interest rates and other factors may result in paying a greater amount of debt service, which will adversely affect our cash flow, and, consequently, our cash available for distribution to our shareholders. If we are unable to refinance our debt on acceptable terms, we may be forced to choose from a number of unfavorable options. These options include agreeing to otherwise unfavorable financing terms on one or more of our unencumbered assets, selling one or more hotels on disadvantageous terms, including unattractive prices or defaulting on the mortgage and permitting the lender to foreclose.

Our hedging strategies may not be successful in mitigating our risks associated with interest rates and could reduce the overall returns on our shareholders’ investment.

We use various derivative financial instruments to provide a level of protection against interest rate risks, but no hedging strategy can protect us completely. These instruments involve risks, such as the risk that the counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes and that a court could rule that such agreements are not legally enforceable. These instruments may also generate income that may not be treated as qualifying REIT income for purposes of the 75% or 95% REIT income tests. In addition, the nature and timing of hedging transactions may influence the effectiveness of our hedging strategies. Poorly designed strategies or improperly executed transactions could actually increase our risk and losses. Moreover, hedging strategies involve transaction and other costs. We cannot provide assurance that our hedging strategy and the derivatives that we use will adequately offset the risk of interest rate volatility or that our hedging transactions will not result in losses that may reduce the overall return on our shareholders’ investment.

Risks Related to Our Status as a REIT

Failure to qualify as a REIT would be costly.

We have operated, and intend to continue to operate, in a manner that we believe allows us to qualify as a REIT under the Code beginning with our taxable year ended December 31, 1998. No assurance can be given, however, that we will in fact qualify or remain qualified as a REIT. Qualification as a REIT involves the application of highly technical and complex provisions of the Code. Our qualification as a REIT depends on our satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis. Moreover, new tax legislation, administrative guidance or court decisions, potentially applicable with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT or could increase our tax liability or reduce our operating flexibility.

For example, among other risks, we would fail to qualify as a REIT if

• our hotel managers do not qualify as “eligible independent contractors” under the Code,

• the leases of our hotel properties to LHL are not respected as true leases for federal income tax purposes, or

• the Operating Partnership failed to qualify as a partnership for federal income tax purposes (which would cause it to become subject to federal and state corporate income tax and would reduce significantly the amount of cash available for debt service and for distribution to its partners, including us).

If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates. Moreover, unless entitled to relief under certain statutory provisions, we also will be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. This treatment would cause us to incur additional tax liabilities, significantly impair our ability to service indebtedness and reduce the amount of cash available to make new investments or to make distributions on our common or preferred shares.

The Operating Partnership owns 100% of the common shares of a subsidiary REIT that elected to be taxed as a REIT under the Code. If our subsidiary REIT were to fail to qualify as a REIT, then our subsidiary REIT would become subject to additional federal income tax and we could in turn fail to qualify as a REIT, unless we could avail ourselves of certain relief provisions.

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Complying with REIT requirements may cause us to forego otherwise attractive business opportunities or liquidate otherwise attractive investments and may limit our ability to hedge our liabilities effectively and cause us to incur tax liabilities.

To meet the tests applicable to REITs, we may be required to forego or exit investments we might otherwise make or hold. The REIT provisions of the Code also limit our ability to hedge our liabilities. To the extent that we enter into hedging transactions (other than certain transactions to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets), the income from those transactions is likely to be treated as non-qualifying income for purposes of gross income tests applicable to REITs. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could expose us to greater risks associated with changes in interest rates than we would otherwise want to bear or increase the cost of our hedging activities because our TRS would be subject to tax on gains.

Our ownership of TRSs involves additional regulation and tax, and our transactions with TRSs will subject us to a 100% penalty tax on certain income or deductions if the transactions are not conducted on arm’s-length terms.

A REIT may own up to 100% of the stock of one or more TRSs, and a TRS may hold assets and earn income that would not be qualifying assets or income if held or earned directly by a REIT. TRSs involve additional regulation, including a rule that no more than 25% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. Another rule imposes a 100% excise tax on certain transactions between a TRS and its parent REIT not conducted on an arm’s-length basis. TRSs are also subject to applicable federal, foreign, state and local income tax on their taxable income, and their after-tax net income will be available for distribution to us but is not required to be distributed to us.

Risks Related to Our Organization and Structure

Our organizational documents and agreements with our executives and applicable Maryland law contain provisions that may delay, defer or prevent change of control transactions and may prevent shareholders from realizing a premium for their shares.

Our trustees may only be removed for cause and remaining trustees may fill board vacancies.   Historically, our Board of Trustees has been divided into three classes of trustees, each serving a staggered three-year term. However, at our 2014 Annual Meeting of Shareholders, the shareholders approved a Board-proposed amendment to our declaration of trust to provide for annual elections of all trustees to be phased-in over time. Starting with the 2015 Annual Meeting of Shareholders, trustees will be elected for a one-year term, so that by the 2017 Annual Meeting of Shareholders, all trustees will be elected annually. The amendment to our declaration of trust did not affect the unexpired three-year terms of the trustees elected in 2013 and 2014. In addition, our trustees may only be removed for cause by the affirmative vote of the holders of a majority of our outstanding common shares. Our declaration of trust and bylaws also provide that a majority of the remaining trustees may fill any vacancy on the Board of Trustees and that only the Board of Trustees may increase or decrease the number of persons serving on the Board of Trustees. These provisions effectively preclude shareholders from removing incumbent trustees, except for cause after a majority affirmative vote, and filling the vacancies created by such removal with their own nominees. Furthermore, we have not adopted trustee term limits or a mandatory retirement age for trustees, which may delay board rejuvenation and the rotation of trustees.

Our Board of Trustees may approve the issuance of shares with terms that may discourage a third party from acquiring the Company.    The Board of Trustees has the power under the declaration of trust to classify any of our unissued preferred shares, and to reclassify any of our previously classified but unissued preferred shares from time to time, in one or more series of preferred shares, without shareholder approval. The issuance of preferred shares could adversely affect the voting power, dividend and other rights of holders of common shares and the value of the common shares.

Our declaration of trust prohibits ownership of more than 9.8% of the common shares or 9.8% of any series of preferred shares.    To qualify as a REIT under the Code, no more than 50% of the value of our outstanding shares may be owned, directly or under applicable attribution rules, by five or fewer individuals (as defined to include certain entities) during the last half of each taxable year. Our declaration of trust generally prohibits direct or indirect ownership by any person of (i) more than 9.8% of the number or value (whichever is more restrictive) of the outstanding common shares or (ii) more than 9.8% of the number or value (whichever is more restrictive) of the outstanding shares of any class or series of preferred shares. Generally, shares owned by affiliated owners will be aggregated for purposes of the ownership limitation. Unless the ownership limit has been waived by our Board of Trustees, any transfer of shares that would violate the ownership limitation will result in the shares that would otherwise be held in violation of the ownership limit being designated as “shares-in-trust” and transferred automatically to a charitable trust effective on the day before the purported transfer or other event giving rise to such excess ownership. The intended transferee will acquire no rights in such shares. Our Board of Trustees, in its sole discretion, may exempt a proposed transferee from the ownership limits, subject to conditions and limitations and the receipt by our Board of Trustees of certain representations and undertakings. Our Board of Trustees has granted ownership limit waivers to certain shareholders. During the time that such waivers are effective,

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each excepted holder will be subject to an increased ownership limit. As a condition to granting such waivers, the excepted holders were required to make representations and warranties to us, which are intended to ensure that we will continue to meet the REIT ownership requirements. If any of these representations becomes untrue or is violated, such excepted holder will lose its exemption from the ownership limits.

The Maryland Business Combination Statute applies to us.    A Maryland “business combination” statute contains provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the shareholder becomes an interested stockholder, and thereafter impose special shareholder voting requirements on these combinations.

The Board of Trustees may choose to subject us to the Maryland Control Share Act.    A Maryland law known as the “Maryland Control Share Act” provides that “control shares” of a company (defined as shares which, when aggregated with other shares controlled by the acquiring shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by the company’s shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares. Our bylaws currently provide that we are not subject to these provisions. However, the Board of Trustees, without shareholder approval, may repeal this bylaw and cause us to become subject to the Maryland Control Share Act.

Other provisions of our organization documents may delay or prevent a change of control of the Company.    Among other provisions, our organizational documents provide that the number of trustees constituting the full Board of Trustees may be fixed only by the trustees and that a special meeting of shareholders may not be called by holders of common shares holding less than a majority of the outstanding common shares entitled to vote at such meeting.

Our executive officers have agreements that provide them with benefits in the event of a change in control of the Company.    We entered into agreements with our executive officers that provide them with severance benefits if their employment ends under certain circumstances within one year following a “change in control” of the Company (as defined in the agreements) or if the executive officer resigns for “good reason” (as defined in the agreements). These benefits could increase the cost to a potential acquirer of the Company and thereby prevent or deter a change in control of the Company that might involve a premium price for the common shares or otherwise be in our shareholders’ best interests.

We depend on the efforts and expertise of our key executive officers and would be adversely affected by the loss of their services.

We depend on the efforts and expertise of our President and Chief Executive Officer, as well as our other executive officers, to execute our business strategy. The loss of their services, and our inability to find suitable replacements, would have an adverse effect on our business.

A large number of shares available for future sale could adversely affect the market price of our common shares and may be dilutive to current shareholders.

The sales of a substantial number of our common shares, or the perception that such sales could occur, could adversely affect prevailing market prices for our common shares. As of December 31, 2015, there were 200,000,000 common shares authorized under our declaration of trust, as amended, of which 112,959,547 were outstanding. Our Board of Trustees may authorize the issuance of additional authorized but unissued common shares or other authorized but unissued securities at any time, including pursuant to our 2014 Equity Incentive Plan. We also have filed a registration statement with the SEC allowing us to offer, from time to time, an indefinite amount of equity securities (including common or preferred shares) on an as-needed basis and subject to our ability to affect offerings on satisfactory terms based on prevailing conditions. Our ability to execute our business strategy depends on our access to an appropriate blend of debt financing, including unsecured lines of credit and other forms of secured and unsecured debt, and equity financing, including issuances of common and preferred equity. No prediction can be made about the effect that future distributions or sales of our common shares will have on the market price of our common shares.

Holders of our outstanding preferred shares have dividend, liquidation and other rights that are senior to the rights of the holders of our common shares.

Our Board of Trustees has the authority to designate and issue preferred shares with liquidation, dividend and other rights that are senior to those of our common shares. As of December 31, 2015, 2,750,000 shares of our 7½% Series H Cumulative Redeemable Preferred Shares (the “Series H Preferred Shares”) and 4,400,000 shares of our 6 ⅜% Series I Cumulative Redeemable Preferred Shares (the “Series I Preferred Shares”) were issued and outstanding. The aggregate liquidation preference with respect to the outstanding preferred shares is approximately $178.8 million, and annual dividends on our outstanding preferred shares are

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approximately $12.2 million. Holders of our Series H Preferred Shares and Series I Preferred Shares are entitled to cumulative dividends before any dividends may be declared or set aside on our common shares. Upon our voluntary or involuntary liquidation, dissolution or winding up, before any payment is made to holders of our common shares, holders of these preferred shares are entitled to receive a liquidation preference of $25.00 per share plus any accrued and unpaid distributions. This will reduce the remaining amount of our assets, if any, available to distribute to holders of our common shares. In addition, holders of these preferred shares have the right to elect two additional trustees to our Board of Trustees whenever dividends on the preferred shares are in arrears in an aggregate amount equivalent to six or more quarterly dividends, whether or not consecutive. Because our decision to issue securities will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future preferred offerings. Thus, our shareholders bear the risk of our future securities issuances reducing the market price of our common shares and diluting their interest.

The market price and trading volume of our common shares may be volatile.

The market price of our common shares may be volatile. In addition, the trading volume in our common shares may fluctuate and cause significant price variations to occur. If the market price of our common shares declines significantly, shareholders may be unable to resell their shares at or above the price at which they traded when they acquired them. We cannot provide assurance that the market price of our common shares will not fluctuate or decline significantly in the future. Some of the factors that could negatively affect the market price of our common shares or result in fluctuations in the market price or trading volume of our common shares include:

• actual or anticipated variations in our quarterly operating results;

• changes in our operations or earnings estimates;

• publication of research reports about us, the real estate industry or the lodging industry;

• changes in our dividend policy;

• increases in market interest rates that lead purchasers of our shares to demand a higher yield;

• changes in market valuations of similar companies;

• adverse market reaction to any additional equity or debt we may issue or incur in the future;

• share repurchases under the Company’s previously authorized $100.0 million share repurchase program;

• additions or departures of key management personnel;

• speculation in the press or investment community;

• the realization of any of the other risk factors presented in this Annual Report on Form 10-K; and

• general U.S. and worldwide market and economic conditions.

Item 1B. Unresolved Staff Comments

None.

15

Item 2. Properties

Hotel Properties

As of December 31, 2015, the Company owned interests in the following 47 hotel properties:

Hotel Properties		Number of Guest  Rooms	Location
1.	Hotel Amarano Burbank	132	Burbank, CA
2.	L’Auberge Del Mar	121	Del Mar, CA
3.	Hilton San Diego Gaslamp Quarter	286	San Diego, CA
4.	Hotel Solamar (1)	235	San Diego, CA
5.	San Diego Paradise Point Resort and Spa (1)	462	San Diego, CA
6.	The Hilton San Diego Resort and Spa (1)	357	San Diego, CA
7.	Harbor Court Hotel (1)	131	San Francisco, CA
8.	The Marker San Francisco (formerly Hotel Monaco San Francisco)	208	San Francisco, CA
9.	Hotel Triton (1)	140	San Francisco, CA
10.	Hotel Vitale (1)	200	San Francisco, CA
11.	Park Central San Francisco	681	San Francisco, CA
12.	Serrano Hotel	236	San Francisco, CA
13.	Villa Florence	189	San Francisco, CA
14.	Chaminade Resort and Conference Center	156	Santa Cruz, CA
15.	Viceroy Santa Monica (1)	162	Santa Monica, CA
16.	Chamberlain West Hollywood	114	West Hollywood, CA
17.	Le Montrose Suite Hotel	133	West Hollywood, CA
18.	Le Parc Suite Hotel	154	West Hollywood, CA
19.	The Grafton on Sunset	108	West Hollywood, CA
20.	The Donovan	193	Washington, D.C.
21.	Hotel George	139	Washington, D.C.
22.	Hotel Madera	82	Washington, D.C.
23.	Hotel Palomar, Washington, DC	335	Washington, D.C.
24.	Hotel Rouge	137	Washington, D.C.
25.	Mason & Rook Hotel (formerly Hotel Helix)	178	Washington, D.C.
26.	Sofitel Washington, DC Lafayette Square	237	Washington, D.C.
27.	The Liaison Capitol Hill	343	Washington, D.C.
28.	Topaz Hotel	99	Washington, D.C.
29.	Southernmost Beach Resort Key West (4)	260	Key West, FL
30.	The Marker Waterfront Resort	96	Key West, FL
31.	Hotel Chicago	354	Chicago, IL
32.	Westin Michigan Avenue (2)	752	Chicago, IL
33.	Indianapolis Marriott Downtown (1)(2)	622	Indianapolis, IN
34.	Hyatt Regency Boston Harbor (1)(2)	270	Boston, MA
35.	Onyx Hotel	112	Boston, MA
36.	The Liberty Hotel (1)	298	Boston, MA
37.	Westin Copley Place (2)(3)	803	Boston, MA
38.	Gild Hall	126	New York, NY
39.	The Roger (1)(2)	194	New York, NY
40.	Park Central Hotel New York	761	New York, NY
41.	WestHouse Hotel New York	172	New York, NY
42.	The Heathman Hotel	150	Portland, OR
43.	Embassy Suites Philadelphia – Center City	288	Philadelphia, PA
44.	Westin Philadelphia	294	Philadelphia, PA
45.	Lansdowne Resort	296	Lansdowne,VA
46.	Alexis Hotel	121	Seattle, WA
47.	Hotel Deca	158	Seattle, WA
	Total number of guest rooms	12,075

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⁽¹⁾  Property subject to a long-term ground or land and building lease.

⁽²⁾  Property subject to a mortgage/debt.

⁽³⁾  Property subject to a long-term air rights lease.

⁽⁴⁾  Property subject to a ground lease on a restaurant facility.

Each of the Company’s hotels is full service, with 15 classified as “luxury,” 30 classified as “upper upscale” and two classified as “upscale,” as defined by Smith Travel Research (“STR”), a provider of hotel industry data.

Item 3. Legal Proceedings

The nature of hotel operations exposes the Company and its hotels to the risk of claims and litigation in the normal course of their business. The Company is not presently subject to any material litigation nor, to the Company’s knowledge, is any litigation threatened against the Company, other than routine actions for negligence or other claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance and all of which collectively are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Information about the Company’s equity compensation plans is incorporated by reference to the material in the Company’s Proxy Statement for the 2016 Annual Meeting of Shareholders (the “Proxy Statement”).

Market Information

The common shares of the Company began trading on the New York Stock Exchange (“NYSE”) on April 24, 1998 under the symbol “LHO”. The following table sets forth, for the periods indicated, the high and low sale prices per common share and the cash distributions declared per share:

	Calendar Year 2015						Calendar Year 2014
	High		Low		Distribution (1)		High		Low		Distribution (1)
First Quarter	$	43.56	$	36.54	$	0.38	$	33.36	$	28.41	$	0.28
Second Quarter	$	39.70	$	34.87	$	0.45	$	36.60	$	30.84	$	0.38
Third Quarter	$	38.46	$	27.70	$	0.45	$	37.33	$	34.05	$	0.38
Fourth Quarter	$	32.10	$	24.91	$	0.45	$	41.88	$	32.94	$	0.38

⁽¹⁾ Amounts are rounded to the nearest whole cent for presentation purposes.

The closing price for the Company’s common shares, as reported by the NYSE on December 31, 2015, was $25.16 per share.

17

SHARE PERFORMANCE GRAPH

The following graph provides a comparison of the cumulative total return on the common shares from December 31, 2010 to the NYSE closing price per share on December 31, 2015 with the cumulative total return on the Standard & Poor’s 500 Composite Stock Price Index (the “S&P 500”) and the FTSE National Association of Real Estate Investment Trusts Equity REITs Index (“FTSE NAREIT Equity Index”). Total return values were calculated assuming a $100 investment on December 31, 2010 with reinvestment of all dividends in (i) the common shares, (ii) the S&P 500 and (iii) the FTSE NAREIT Equity Index.

The actual returns on the graph above are as follows:

Name	Value  of Initial Investment at December 31, 2010		Value  of Initial Investment at December 31, 2011		Value  of Initial Investment at December 31, 2012		Value  of Initial Investment at December 31, 2013		Value  of Initial Investment at December 31, 2014		Value  of Initial Investment at December 31, 2015
LaSalle Hotel Properties	$	100.00	$	93.43	$	100.62	$	126.64	$	172.69	$	113.46
S&P 500 Index	$	100.00	$	102.11	$	118.45	$	156.82	$	178.28	$	180.75
FTSE NAREIT Equity Index	$	100.00	$	108.28	$	129.62	$	133.32	$	170.68	$	175.51

Shareholder Information

As of February 11, 2016, there were 60 record holders of the Company’s common shares of beneficial interest, including shares held in “street name” by nominees who are record holders, and approximately 25,100 beneficial holders.

Distribution Information

For 2015, the Company paid $1.725 per common share/unit in distributions, of which $1.6570 (rounded) was recognized as 2015 distributions for tax purposes and $0.0680 (rounded) will be recognized as 2016 distributions for tax purposes. The entire $1.6570 represented ordinary income. Distributions for 2015 were paid quarterly to the Company’s common shareholders and unitholders at a level of $0.375 per common share/unit for the first quarter and $0.450 per common share/unit for the second, third and fourth quarters.

For 2014, the Company paid $1.405 per common share/unit in distributions, all of which was recognized as 2014 distributions for tax purposes. Additionally, distributions of $0.0506 per common share for 2013 were recognized as 2014 distributions for tax purposes, bringing total 2014 distributions for tax purposes to $1.4556 per common share (rounded), 100% of which represented ordinary income. Distributions for 2014 were paid quarterly to the Company’s common shareholders and unitholders at a level of $0.28 per common share/unit for the first quarter and $0.375 per common share/unit for the second, third and fourth quarters.

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The Company’s federal and state tax returns for the year ended December 31, 2015 have not been filed. The taxability information presented for the Company’s dividends paid in 2015 is based upon management’s estimate. The distributions for the year ended December 31, 2014 were revised from the Company’s previous estimate and agree to the tax returns filed for the year ended December 31, 2014.

The declaration of distributions by the Company is at the sole discretion of the Company’s Board of Trustees, and depends on the actual cash flow of the Company, its financial condition, capital expenditure requirements for the Company’s hotels, the annual distribution requirements under the REIT provisions of the Code and such other factors as the Board of Trustees deems relevant.

Operating Partnership Units and Recent Sales of Unregistered Securities

The Operating Partnership issued 3,181,723 common units of limited partnership interest to third parties on April 24, 1998 (inception), in conjunction with the Company’s initial public offering. The following is a summary of common unit activity since inception:

Common units issued at initial public offering	3,181,723
Common units issued:
2000-2006	86,667
2011	296,300
Common units redeemed:
1999-2015	(3,419,467	)
Common units outstanding at December 31, 2015	145,223

Holders of common units of limited partnership interest receive distributions per unit in the same manner as distributions on a per common share basis to the common shareholders of beneficial interest. Subject to certain limitations, common units of limited partnership interest are redeemable for cash or, at the Company’s option, for a like number of common shares of beneficial interest of the Company.

Common shares issued upon redemption of common units of limited partnership interest were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Company relied on the exemption based on factual representations given by the limited partners who received the common shares of beneficial interest.

On December 29, 2011, in connection with the Company’s acquisition of Park Central Hotel New York and as part of the consideration for the hotel acquisition, the Operating Partnership issued 296,300 common units of limited partnership interest. The issuance of the common units was effected in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder. The Company relied on the exemption based on representations given by the holders of the common units. On May 13, 2015, the Company issued an aggregate of 151,077 common shares of beneficial interest in connection with the redemption of 151,077 of such common units of limited partnership interest.

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Item 6. Selected Financial Data

The following tables set forth selected historical operating and financial data for the Company. The selected historical operating and financial data for the Company for the years ended December 31, 2015, 2014, 2013, 2012 and 2011 have been derived from the historical financial statements of the Company. The following selected financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and all of the financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.

LASALLE HOTEL PROPERTIES Selected Historical Operating and Financial Data (Unaudited, in thousands, except share data)
	For the year ended December 31,
	2015			2014			2013			2012			2011
Operating Data:
Revenues:
Hotel operating revenues	$	1,208,591		$	1,101,457		$	969,356		$	862,146		$	714,005
Other income	7,993			8,321			7,937			4,929			5,002
Total revenues	1,216,584			1,109,778			977,293			867,075			719,007
Expenses:
Hotel operating expenses	724,531			668,790			596,241			533,237			452,838
Depreciation and amortization	180,855			155,035			143,991			124,363			111,282
Real estate taxes, personal property taxes and insurance	65,438			57,805			53,374			44,551			35,425
Ground rent	16,076			14,667			11,117			8,588			7,720
General and administrative	25,197			23,832			22,001			19,769			17,120
Acquisition transaction costs	499			2,379			2,646			4,498			2,571
Other expenses	17,225			7,369			9,361			3,017			2,527
Total operating expenses	1,029,821			929,877			838,731			738,023			629,483
Operating income	186,763			179,901			138,562			129,052			89,524
Interest income	2,938			1,812			9,679			4,483			48
Interest expense	(54,333		)	(56,628		)	(57,516		)	(52,896		)	(39,704		)
Loss from extinguishment of debt	(831		)	(2,487		)	0			0			0
Income before income tax benefit (expense) and discontinued operations	134,537			122,598			90,725			80,639			49,868
Income tax benefit (expense)	1,292			(2,306		)	(470		)	(9,062		)	(7,048		)
Income from continuing operations	135,829			120,292			90,255			71,577			42,820
Net income from discontinued operations	0			0			0			0			796
Gain on sale of properties	0			93,205			0			0			0
Net income	135,829			213,497			90,255			71,577			43,616
Net (income) loss attributable to noncontrolling interests:
Redeemable noncontrolling interest in consolidated entity	0			0			0			0			2
Noncontrolling interests in consolidated entities	(16		)	(16		)	(17		)	0			0
Noncontrolling interests of common units in Operating Partnership	(261		)	(636		)	(303		)	(281		)	(1		)
Net (income) loss attributable to noncontrolling interests	(277		)	(652		)	(320		)	(281		)	1
Net income attributable to the Company	135,552			212,845			89,935			71,296			43,617
Distributions to preferred shareholders	(12,169		)	(14,333		)	(17,385		)	(21,733		)	(29,952		)
Issuance costs of redeemed preferred shares	0			(951		)	(1,566		)	(4,417		)	(731		)
Net income attributable to common shareholders	$	123,383		$	197,561		$	70,984		$	45,146		$	12,934

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LASALLE HOTEL PROPERTIES Selected Historical Operating and Financial Data (Unaudited, in thousands, except share data)
	For the year ended December 31,
	2015			2014			2013			2012			2011
Earnings per Common Share:
Net income attributable to common shareholders before discontinued operations and excluding amounts attributable to unvested restricted shares:
Basic	$	1.09		$	1.89		$	0.73		$	0.52		$	0.15
Diluted	$	1.09		$	1.88		$	0.73		$	0.52		$	0.15
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares:
Basic	$	1.09		$	1.89		$	0.73		$	0.52		$	0.16
Diluted	$	1.09		$	1.88		$	0.73		$	0.52		$	0.16
Weighted average number of common shares outstanding:
Basic	112,685,235			104,188,785			97,041,484			85,757,969			81,155,228
Diluted	113,096,420			104,545,895			97,228,671			85,897,274			81,326,304
Balance Sheet Data:
Investment in hotel properties, net	$	3,817,676		$	3,428,556		$	3,383,188		$	3,053,044		$	2,712,174
Total assets	4,074,817			3,700,334			3,581,038			3,256,570			2,833,275
Borrowings under credit facilities	21,000			0			220,606			153,000			265,000
Term loans	855,000			477,500			477,500			477,500			0
Bonds payable	42,500			42,500			42,500			42,500			42,500
Mortgage loans, including unamortized loan premiums	511,294			501,090			514,456			579,220			643,897
Noncontrolling interests in consolidated entities	18			17			18			18			17
Noncontrolling interests of common units in Operating Partnership	3,198			6,660			6,054			5,786			5,613
Preferred shares, liquidation preference	178,750			178,750			237,472			227,472			394,222
Total shareholders’ equity	2,374,267			2,441,709			2,103,391			1,853,126			1,765,613
Other Data:
Funds from operations (1)	$	304,300		$	259,940		$	215,219		$	169,607		$	123,251
Earnings before interest, taxes, depreciation and amortization (1)	370,556			429,002			290,666			253,481			200,952
Cash provided by operating activities	337,519			283,236			245,565			216,364			165,495
Cash used in investing activities	(642,002		)	(78,001		)	(422,045		)	(524,154		)	(569,936		)
Cash provided by (used in) financing activities	196,052			(104,492		)	154,778			322,655			411,666
Cash dividends declared per common share (2)	$	1.73		$	1.41		$	0.96		$	0.71		$	0.44

⁽¹⁾  See “Non-GAAP Financial Measures” below in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a detailed description and reconciliation of funds from operations and earnings before interest, taxes, depreciation and amortization to net income attributable to common shareholders.

⁽²⁾  Amounts are rounded to the nearest whole cent for presentation purposes.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

During 2015, the Company’s hotels continued to operate within a favorable environment. The economic indicators that the Company tracks were generally encouraging. Consumer confidence remained at a high level, despite having an uneven path during the year. Unemployment continued its decline, ending the year at 5.0%, which was the lowest unemployment rate since April 2008. Airline enplanements were steady to slightly up during 2015. Only one of the economic indicators that the Company tracks, corporate profits, weakened during the year, as reported through the third quarter and thus far for the fourth quarter. Overall, the lodging industry benefited from a positive economic landscape. Industry demand increased by 2.9% and was partially offset by a 1.1% increase in supply. The favorable demand-supply picture resulted in a U.S. lodging industry-wide occupancy of 65.6%, a 1.7% improvement over 2014. U.S. lodging industry ADR improved by 4.4%. As such, 2015 U.S. lodging industry RevPAR increased 6.3%. The Company’s portfolio benefited from the operating environment, and RevPAR at the Company’s hotels increased. During 2015, the Company’s funds from operations (“FFO”) per diluted share/unit increased as compared to 2014 due mainly to improvements in the performance of its hotel portfolio. The Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) decreased during 2015 as compared to 2014 primarily due to a $93.2 million combined gain on the sales of Hilton Alexandria Old Town and Hotel Viking during 2014.

For 2015, the Company had net income attributable to common shareholders of $123.4 million, or $1.09 per diluted share. FFO was $304.3 million, or $2.69 per diluted share/unit (based on 113,296,279 weighted average shares and units outstanding during the year ended December 31, 2015) and EBITDA was $370.6 million. RevPAR in 2015 was $193.95, and was negatively impacted by the hotel workers’ union (the “Union”) disruption at the Park Central Hotel New York and WestHouse Hotel New York, which is discussed below. The Company considers RevPAR and EBITDA to be key measures of the performance of the individual hotels. RevPAR for the total portfolio increased 1.4% for 2015, and excluding the Union impact at Park Central Hotel New York and WestHouse Hotel New York, RevPAR for the total portfolio increased by 2.6%. During 2015, the Company continued to implement measures that resulted in efficient hotel operations.

The Company transitioned management companies at three of its hotels in San Francisco in July 2015. As a result of these transitions, in late August, the Union alleged health and safety violations at two of the Company’s hotels in Manhattan: Park Central Hotel New York and WestHouse Hotel New York. The Company believes these allegations were a targeted attack against the Company related to the three hotels in San Francisco. Despite the fact that neither hotel had received any New York City or New York State health or safety violations during or since the time the allegations began, both hotels had no choice but to test against all claims.

In order to adequately test for these alleged violations, the Park Central Hotel New York and WestHouse Hotel New York were forced to close many of their available rooms during the final six weeks of the third quarter and for the first three weeks of the fourth quarter.

In order to resolve the dispute at the Park Central Hotel New York and WestHouse Hotel New York, the Company reached an agreement with the Union, and as of October 22, 2015, both hotels were back to normal operations. Pursuant to the agreement, the Company agreed that two of its hotels in San Francisco will be subject to card check neutrality, which will be effective in phases over the next 14 months. In return, the Company received concessions from the Union at both of these hotels as well as certain hotels in other markets.

The temporary interruption at the Park Central Hotel New York and WestHouse Hotel New York negatively impacted the Company’s portfolio-wide results in 2015, decreasing RevPAR by 120 basis points and EBITDA by $9.2 million, based on forecasted performance at the hotels.

Hotel operations depend on the state of the overall economy which can significantly impact hotel operational performance and thus, impact the Company’s financial position. Should any of the hotels experience a significant decline in operational performance, it may affect the Company’s ability to make distributions to its shareholders, service debt or meet other financial obligations.

The Company measures hotel performance by evaluating financial metrics such as RevPAR, FFO and EBITDA. The Company evaluates the hotels in its portfolio and potential acquisitions using these metrics discussed above to determine each portfolio hotel’s contribution or acquisition hotel’s potential contribution toward reaching the Company’s goals of providing income to its shareholders through increases in distributable cash flow and increasing long-term total returns to shareholders through appreciation in the value of its common shares. The Company invests in capital improvements throughout the portfolio to continue to increase the competitiveness of its hotels and improve their financial performance. The Company actively seeks to acquire hotel properties, but continues to face significant competition for acquisitions that meet its investment criteria.

22

Please refer to “Non-GAAP Financial Measures” below for a detailed discussion of the Company’s use of FFO and EBITDA and a reconciliation of FFO and EBITDA to net income attributable to common shareholders, a U.S. generally accepted accounting principles (“GAAP”) measurement.

On July 20, 2015, the Company provided a junior mezzanine loan (the “Mezzanine Loan”) secured by pledges of equity interests in the entities that own the hotel properties, Shutters on the Beach and Casa Del Mar, in Santa Monica, CA. The Company entered into the Mezzanine Loan for a total purchase price of $80.0 million before closing costs. The Mezzanine Loan bears interest at a variable interest rate equal to LIBOR plus 7.75%, which rate was 8.09% as of December 31, 2015. Interest-only payments are to be received monthly with the option of prepayment, pursuant to certain terms and conditions. The Mezzanine Loan matures on August 9, 2017 and has five one-year extension options, subject to conditions. The Mezzanine Loan is subordinate to a $235.0 million first mortgage loan and a $90.0 million senior mezzanine loan secured by the properties that also mature on August 9, 2017.

Critical Accounting Policies

The consolidated financial statements include the accounts of the Company, the Operating Partnership, LHL and their subsidiaries in which they have a controlling interest, including joint ventures. All significant intercompany balances and transactions have been eliminated.

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the amounts of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting periods. In preparing these financial statements, management has used the information available including the Company’s past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments of certain amounts included in the consolidated financial statements.

It is possible that the ultimate outcome as anticipated by management in formulating its estimates inherent in these financial statements might not materialize. However, application of the critical accounting policies below involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from those estimates. In addition, other companies may determine these estimates differently, which may impact comparability of the Company’s results of operations to those of companies in similar businesses.

Investment in Hotel Properties

Upon acquisition, the Company determines the fair value of the acquired long-lived assets, assumed debt and any intangible assets or liabilities. The Company’s investments in hotel properties are carried at cost and depreciated using the straight-line method over an estimated useful life of 30 to 40 years for buildings, 15 years for building improvements, the shorter of the useful life of the improvement or the term of the related tenant lease for tenant improvements, 7 years for land improvements, 20 years for golf course land improvements, 20 years for swimming pool assets and 3 to 5 years for furniture, fixtures and equipment. For investments subject to land and building leases that qualify as capital leases, assets are recorded at the estimated fair value of the right to use the leased property at acquisition and depreciated over the shorter of the useful lives of the assets or the term of the respective lease. Renovations and/or replacements that improve or extend the life of the asset are capitalized and depreciated over their estimated useful lives.

The Company is required to make subjective assessments as to the useful lives and classification of its properties for purposes of determining the amount of depreciation expense to reflect each year with respect to those properties. These assessments have a direct impact on the Company’s net income. Should the Company change the expected useful life or classification of particular assets, it would result in a change in depreciation expense and annual net income.

The Company reviews each hotel for impairment at the end of each reporting period or as events and circumstances dictate throughout the year. A property is considered impaired when the sum of estimated future undiscounted cash flows over the estimated remaining holding period is less than the carrying amount of a property.

At the end of each reporting period, the Company assesses whether any quantitative or qualitative triggering events have occurred in relation to a property. Examples of situations considered to be triggering events include:

• a substantial decline in operating cash flows during the period, including declines related to decreased occupancy, ADR or RevPAR;

• a current or projected loss from operations;

23

• a significant cost accumulation above the original acquisition/development estimate;

• a change in plan to sell the property prior to the end of its useful life or holding period;

• a significant decrease in market price not in line with general market trends; and

• any other quantitative or qualitative events deemed significant by our management or our Board of Trustees.

If the presence of one or more triggering events as described above is identified at the end of a reporting period or throughout the year with respect to a hotel, the Company performs a recoverability test. In doing so, an estimate of undiscounted future cash flows over the estimated remaining holding period is compared to the carrying amount of the hotel.

Impairment is indicated if the results of a recoverability analysis indicate that the carrying amount of a hotel exceeds the estimated future undiscounted cash flows. An impairment charge is recorded equal to the excess of the carrying value of the hotel over the fair value. When determining the fair value of a property, the Company makes certain assumptions including, but not limited to, consideration of:

• projected operating cash flows – considering factors such as booking pace, growth rates, occupancy, room rates, property-specific operating costs and future capital expenditures;

• projected cash flows from the eventual disposition of the hotel based upon our estimation of a property-specific capitalization rate;

• property-specific discount rates; and

• comparable selling prices.

The Company considers a hotel as held for sale when a contract for sale is entered into, a substantial non-refundable deposit has been received from the purchaser and sale is expected to occur within one year.

Upon sale of a hotel, the Company determines its profit from the sale under the full accrual method provided the following applicable criteria are met: a sale is consummated; the buyer’s initial and continuing investments are adequate to demonstrate a commitment to pay for the property; the Company’s receivable, if applicable, is not subject to future subordination; the Company has transferred to the buyer the usual risks and rewards of ownership; and the Company does not have a substantial continuing involvement with the property. If all of these conditions are met, the Company will recognize the full profit on the sale.

Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014

Industry travel was stronger during the year ended December 31, 2015 compared to the prior year, although there were underlying signs of weakening trends. Moderate demand improvements and low supply growth led to an occupancy increase, which has encouraged operators to increase pricing. The year ended December 31, 2015 had solid RevPAR results for the industry, but the pace of RevPAR growth decelerated during each successive quarter of the year. With respect to the Company’s hotels, ADR grew 2.4% during the year ended December 31, 2015, while occupancy decreased 0.9%, which resulted in RevPAR improvement of 1.4% year-over-year. Excluding the impact at Park Central Hotel New York and WestHouse Hotel New York, ADR grew 2.7% during the year ended December 31, 2015, while occupancy decreased 0.1%, which resulted in RevPAR improvement of 2.6% year-over-year.

Hotel Operating Revenues

Hotel operating revenues, including room, food and beverage and other operating department revenues, increased $107.1 million from $1,101.5 million in 2014 to $1,208.6 million in 2015. This increase is due primarily to the hotel operating revenues generated from the 2014 and 2015 hotel acquisitions, which consist of the acquisitions of Hotel Vitale, The Heathman Hotel, Park Central San Francisco and The Marker Waterfront Resort (collectively, the “2014 and 2015 Acquisition Properties”). The 2014 and 2015 Acquisition Properties, which are not comparable year-over-year, contributed $104.5 million to the increase in hotel operating revenues. Additionally, the effects of the moderately improving U.S. economy, which resulted in a 3.0% increase in RevPAR across the portfolio, excluding the Hilton Alexandria Old Town and Hotel Viking (collectively, the “2014 Disposition Properties”) and the Park Central Hotel New York and WestHouse Hotel New York, attributable to a 3.8% increase in ADR, partially offset by a 0.7% decrease in occupancy, contributed to the increase in hotel operating revenues.

The following hotels experienced significant increases in total room, food and beverage and other operating department revenues primarily as a result of the effects of the moderately improving economy:

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• $5.5 million increase from Westin Copley Place;

• $3.5 million increase from Hotel Chicago;

• $3.5 million increase from L’Auberge Del Mar;

• $3.4 million increase from Indianapolis Marriott Downtown;

• $3.2 million increase from The Hilton San Diego Resort and Spa;

• $3.0 million increase from Southernmost Beach Resort Key West;

• $2.5 million increase from Hyatt Regency Boston Harbor; and

• $2.0 million increase from Hilton San Diego Gaslamp Quarter.

These increases are partially offset by a $19.0 million decrease related to the sale of the 2014 Disposition Properties. Additionally, total room, food and beverage and other operating department revenues significantly decreased by $9.0 million at the Park Central Hotel New York and WestHouse Hotel New York due to the disruptive Union activity at the hotels. Hotel operating revenue from Westin Philadelphia decreased by $2.2 million due to the completion of the hotel renovation reflecting the significant number of rooms that were out of service during the renovation period.

Hotel operating revenues across the remainder of the portfolio remained relatively constant, increasing a net $6.2 million across 32 additional hotels in the portfolio.

Other Income

Other income decreased $0.3 million from $8.3 million in 2014 to $8.0 million in 2015 primarily due to lower non-operating miscellaneous income, partially offset by increased insurance gains from insurance proceeds related to minor property damage at various properties.

Hotel Operating Expenses

Hotel operating expenses increased $55.7 million from $668.8 million in 2014 to $724.5 million in 2015. This overall increase is primarily due to $64.2 million from the results of the 2014 and 2015 Acquisition Properties, which are not comparable year-over-year.

The overall increase is partially offset by a $11.4 million decrease related to the sale of the 2014 Disposition Properties. Additionally, total room, food and beverage and other direct and other indirect expenses decreased by $2.3 million at the Park Central Hotel New York and WestHouse Hotel New York reflecting the decreased revenue due to the disruptive Union activity at the hotels.

Hotel operating expenses across the remainder of the portfolio remained relatively constant, increasing a net $5.2 million across the 41 additional hotels in the portfolio. Cost savings initiatives throughout the portfolio resulted in decreased operating expenses at selected properties which partially offset overall increases in hotel operating expenses.

Depreciation and Amortization

Depreciation and amortization expense increased $25.9 million from $155.0 million in 2014 to $180.9 million in 2015. Of the increase, $13.4 million is attributable to the 2014 and 2015 Acquisition Properties, which are not comparable year-over-year. Depreciation and amortization expense increased a net $15.1 million across the remaining hotels in the portfolio due to the depreciation of new assets placed into service reflecting the Company’s recent renovation activity. These increases are partially offset by $2.6 million from the 2014 Disposition Properties, which are not comparable year-over-year.

Real Estate Taxes, Personal Property Taxes and Insurance

Real estate taxes, personal property taxes and insurance expenses increased $7.6 million from $57.8 million in 2014 to $65.4 million in 2015. This increase is primarily due to $6.0 million from the 2014 and 2015 Acquisition Properties, which are not comparable year-over-year. The increase is partially offset by a $1.0 million decrease in real estate taxes, personal property taxes and insurance expense attributable to the sale of the 2014 Disposition Properties, which are also not comparable year-over-year. Real estate taxes and personal property taxes increased by $3.1 million across the remaining hotels in the portfolio due primarily to increased property values or tax rates at certain properties, primarily the two Chicago properties, which were slightly offset by successful real estate tax appeals. Insurance expense decreased by $0.5 million reflecting slightly lower premiums throughout the portfolio.

Ground Rent

Ground rent increased $1.4 million from $14.7 million in 2014 to $16.1 million in 2015. Certain hotels are subject to ground rent under operating leases which call for either fixed or variable payments based on the hotel’s performance. Hotel Vitale, which

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is not comparable year-over-year, contributed $0.8 million to the 2015 increase. The other hotels subject to ground leases contributed a net $0.6 million to the increase due to improved operating results.

General and Administrative

General and administrative expense increased $1.4 million from $23.8 million in 2014 to $25.2 million in 2015 due primarily to increased compensation costs, partially due to additional staffing as a result of portfolio growth.

Acquisition Transaction Costs

Acquisition transaction costs of $2.4 million in 2014 and $0.5 million in 2015 relate to the purchase of the 2014 and 2015 Acquisition Properties and the placing of the Mezzanine Loan.

Other Expenses

Other expenses increased $9.8 million from $7.4 million in 2014 to $17.2 million in 2015 due primarily to an increase of $6.1 million in one-time expenses associated with the alleged health and safety claims by the Union at the Park Central Hotel New York and WestHouse Hotel New York. These expenses include guest relocation expenses, clean up, legal and payroll. A net $3.3 million increase in management transition expenses, severance and pre-opening costs in 2015 was incurred at a number of properties across the portfolio. In addition, losses from property damage, retail lease expenses and other miscellaneous expenses increased by a net $0.4 million.

Interest Income

Interest income increased $1.1 million from $1.8 million in 2014 to $2.9 million in 2015 as a result of the February 10, 2014 repayment of the $72.0 million mezzanine loan which was acquired in July 2012, partially offset by the placing of the new $80.0 million Mezzanine Loan, which was acquired in July 2015.

Interest Expense

Interest expense decreased $2.3 million from $56.6 million in 2014 to $54.3 million in 2015 due to a decrease in the Company’s weighted average interest rate, partially offset by an increase in the weighted average debt outstanding. The Company’s weighted average debt outstanding increased from $1.30 billion in 2014 to $1.42 billion in 2015 due primarily to borrowings for the following:

• additional borrowings to purchase the 2014 and 2015 Acquisition Properties and the July 2015 Mezzanine Loan;

• additional borrowings to redeem the remainder of 7 ¼% Series G Cumulative Redeemable Preferred Shares (the “Series G Preferred Shares”) in July 2014; and

• additional borrowings to finance other capital improvements during 2014 and 2015.

The above borrowings were partially offset by paydowns with proceeds from the following:

• the repayment of the mezzanine loan in February 2014;

• the sale of Hilton Alexandria Old Town in June 2014;

• the sale of Hotel Viking in September 2014;

• the December 2014 common share offering; and

• positive operating results from the hotel properties.

The Company’s weighted average interest rate, including the effect of capitalized interest, decreased from 4.06% in 2014 to 3.54% in 2015. This decrease is due in part to the repayment of the Westin Copley Place 5.28% fixed rate mortgage loan in June 2015 and replacing it with a variable rate mortgage loan on Westin Copley Place in July 2015, which had a rate of 2.09% as of December 31, 2015. Interest capitalized on renovations increased from $0.4 million in 2014 to $0.9 million in 2015 primarily due to various renovation projects throughout the portfolio.

Loss from Extinguishment of Debt

Loss from extinguishment of debt of $2.5 million in 2014 relates to the write-off of a portion of the unamortized deferred financing costs for the Company’s senior unsecured credit facility and Second Term Loan (as defined below). These costs were recorded in connection with the original agreements that were in effect prior to the Company refinancing its senior unsecured credit facility and Second Term Loan on January 8, 2014. Loss from extinguishment of debt of $0.8 million in 2015 relates to the write-off of the unamortized deferred financing costs for the Company’s First Term Loan (as defined below) due to its repayment prior to maturity on November 5, 2015.

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Income Tax Benefit

Income tax changed by $3.6 million from an income tax expense of $2.3 million in 2014 to an income tax benefit of $1.3 million in 2015. This change is the result of a decrease in LHL’s net income before income tax expense of $8.5 million from a net income before income tax expense of $3.6 million in 2014 to a net loss before income tax benefit of $4.9 million in 2015. The 2015 income tax benefit also was impacted by the finalization and related adjustments of the 2014 federal and state tax returns during the 2015 period. For the year ended December 31, 2015, LHL’s income tax benefit was calculated using an estimated federal and state tax rate of 42.5%.

Gain on Sale of Properties

The gain on sale of properties of $93.2 million relates to the sale of Hilton Alexandria Old Town on June 17, 2014 for $43.5 million and the sale of Hotel Viking on September 10, 2014 for $49.7 million.

Noncontrolling Interests in Consolidated Entities

Noncontrolling interests in consolidated entities represent the allocation of income or loss to the outside preferred ownership interests in a subsidiary and the outside ownership interest in a joint venture.

Noncontrolling Interests of Common Units in Operating Partnership

Noncontrolling interests of common units in Operating Partnership represent the allocation of income or loss of the Operating Partnership to the common units held by third parties based on their weighted average percentage ownership throughout the period. At December 31, 2015, third party limited partners held 0.1% of the common units in the Operating Partnership.

Distributions to Preferred Shareholders

Distributions to preferred shareholders decreased $2.1 million from $14.3 million in 2014 to $12.2 million in 2015 due to decreased distributions on the Series G Preferred Shares, which were fully redeemed on July 3, 2014.

Issuance Costs of Redeemed Preferred Shares

Issuance costs of redeemed preferred shares of $1.0 million in 2014 represent the offering costs related to the remaining Series G Preferred Shares, which were all redeemed on July 3, 2014. The excess of fair value over carrying value (i.e. offering costs) is included in the determination of net income attributable to common shareholders.

Comparison of the Year Ended December 31, 2014 to the Year Ended December 31, 2013

Industry travel was stronger during the year ended December 31, 2014 compared to the prior year. Demand improvements and limited supply growth led to occupancy growth, which has encouraged operators to increase pricing and resulted in ADR growth. With respect to the Company’s hotels, ADR grew 7.4% during the year ended December 31, 2014, while occupancy increased 1.3%, which resulted in RevPAR improvement of 8.8% year-over-year.

Hotel Operating Revenues

Hotel operating revenues including room, food and beverage and other operating department revenues increased $132.1 million from $969.4 million in 2013 to $1,101.5 million in 2014. This increase is due primarily to the hotel operating revenues generated from the 2013 and 2014 hotel acquisitions, which consist of the acquisitions of Hotel Triton, Harbor Court Hotel, Serrano Hotel, Southernmost Beach Resort Key West, Hotel Vitale and The Heathman Hotel (collectively, the “2013 and 2014 Acquisition Properties”). The 2013 and 2014 Acquisition Properties, which are not comparable year-over-year, contributed $81.4 million to the increase in hotel operating revenues. Additionally, the effects of the continually improving economic environment, which resulted in an 8.8% increase in RevPAR across the portfolio excluding the 2014 Disposition Properties, attributable to a 7.4% increase in ADR and a 1.3% increase in occupancy, contributed to the increase in hotel operating revenues.

The following hotels experienced significant increases in total room, food and beverage and other operating department revenues primarily as a result of the effects of the improving economy:

• $5.4 million increase from Westin Copley Place;

• $4.3 million increase from The Hilton San Diego Resort and Spa;

• $4.3 million increase from Hyatt Regency Boston Harbor;

• $4.2 million increase from San Diego Paradise Point Resort and Spa; and

• $2.8 million increase from The Liberty Hotel.

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Additionally, total room, food and beverage and other operating department revenues increased $26.0 million at Park Central Hotel New York and WestHouse Hotel New York resulting from the completion of the hotel renovation in late 2013.

These increases are partially offset by a $14.2 million decrease related to the sale of the 2014 Disposition Properties.

Hotel operating revenues across the remainder of the portfolio also showed improvement, increasing a net $17.9 million across 32 additional hotels in the portfolio.

Other Income

Other income increased $0.4 million from $7.9 million in 2013 to $8.3 million in 2014 due primarily to increased gains of $0.7 million from insurance proceeds related to minor property damage at various properties partially offset by a decrease of $0.3 million related to retail lease income.

Hotel Operating Expenses

Hotel operating expenses increased $72.6 million from $596.2 million in 2013 to $668.8 million in 2014. This overall increase is primarily due to $43.2 million from the results of the 2013 and 2014 Acquisition Properties, which are not comparable year-over-year. To a lesser extent, the increase is a result of increased operating costs associated with higher occupancies at certain properties in the portfolio attributable to the slowly improving economic environment and the completion of the Park Central Hotel New York and WestHouse Hotel New York renovation.

The following hotels experienced significant increases in total room, food and beverage, other direct and other indirect expenses primarily as a result of increased occupancies at the hotels:

• $18.4 million increase from Park Central Hotel New York and WestHouse Hotel New York (due to completion of the 2013 hotel renovation);

• $2.6 million increase from San Diego Paradise Point Resort and Spa;

• $2.4 million increase from Hyatt Regency Boston Harbor;

• $2.3 million increase from The Hilton San Diego Resort and Spa; and

• $2.3 million increase from Westin Copley Place.

These increases are partially offset by a $8.3 million decrease related to the sale of the 2014 Disposition Properties.

Hotel operating expenses across the remainder of the portfolio increased slightly by a net $9.7 million across 33 additional hotels in the portfolio.

Depreciation and Amortization

Depreciation and amortization expense increased $11.0 million from $144.0 million in 2013 to $155.0 million in 2014. The increase is due, in part, to $8.2 million from the 2013 and 2014 Acquisition Properties, which are not comparable year-over-year. Depreciation and amortization expense increased a net $4.6 million across the remaining hotels in the portfolio due to the depreciation of new assets placed into service, reflecting the renovation activity at several hotels. These increases are partially offset by $1.8 million from the 2014 Disposition Properties, which are not comparable year-over-year.

Real Estate Taxes, Personal Property Taxes and Insurance

Real estate taxes, personal property taxes and insurance expenses increased $4.4 million from $53.4 million in 2013 to $57.8 million in 2014. This increase is primarily due to $3.8 million of taxes and insurance expenses from the 2013 and 2014 Acquisition Properties, which are not comparable year-over-year. Real estate taxes and personal property taxes increased a net $1.1 million across the remaining hotels in the portfolio primarily resulting from increased assessed property values or tax rates at certain properties and to a lesser extent, the completion of the Park Central Hotel New York and WestHouse Hotel New York renovation on which the capitalization of real estate taxes ceased at the end of 2013. These increases are partially offset by successful real estate tax appeals and real estate tax refunds at certain other properties, and a reduction in real estate tax expense attributable to the 2014 Disposition Properties. Insurance expense decreased by $0.5 million between the two periods primarily as a result of the February 10, 2014 repayment of the $72.0 million mezzanine loan acquired in July 2012 which property insurance was placed on to secure the loan.

Ground Rent

Ground rent increased $3.6 million from $11.1 million in 2013 to $14.7 million in 2014. Certain hotels are subject to ground rent under operating leases which call for either fixed or variable payments based on the hotel’s performance. Harbor Court Hotel, Southernmost Beach Resort Key West and Hotel Vitale, which are not comparable year-over-year, contributed $2.6 million to the

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2014 increase. The other hotels subject to ground leases contributed a net $1.0 million to the increase due to improved operating results.

General and Administrative

General and administrative expense increased $1.8 million from $22.0 million in 2013 to $23.8 million in 2014 due primarily to increased compensation costs and partially due to additional staffing as a result of portfolio growth and professional fees.

Acquisition Transaction Costs

Acquisition transaction costs of $2.4 million in 2014 and $2.6 million in 2013 relate to the purchase of the 2013 and 2014 Acquisition Properties and, to a lesser extent, transaction costs for the April 30, 2014 land parcel purchase adjacent to the Onyx Hotel and the purchase of Park Central San Francisco on January 23, 2015.

Other Expenses

Other expenses decreased $2.0 million from $9.4 million in 2013 to $7.4 million in 2014 due primarily to a net decrease of $2.3 million in pre-opening and management transition expenses, mainly as a result of the completion of the newly renovated Park Central Hotel New York and WestHouse Hotel New York in 2013 which offset 2014 increases at the Serrano Hotel, Hotel Chicago and The Marker San Francisco. This decrease is partially offset by a $0.1 million increase in losses from property damage, which are largely covered by insurance proceeds and a $0.2 million increase in retail lease expenses.

Interest Income

Interest income decreased $7.9 million from $9.7 million in 2013 to $1.8 million in 2014 as a result of the February 10, 2014 repayment of the $72.0 million mezzanine loan which was acquired in July 2012.

Interest Expense

Interest expense decreased $0.9 million from $57.5 million in 2013 to $56.6 million in 2014 due to a decrease in the Company’s weighted average debt outstanding and weighted average interest rate. The Company’s weighted average debt outstanding decreased from $1.33 billion in 2013 to $1.30 billion in 2014 due primarily to paydowns with proceeds from the following:

• the March 2013 issuance of the Series I Preferred Shares;

• the issuance of common shares under the Company’s equity distribution agreement during 2013;

• the repayment of the mezzanine loan in February 2014;

• the sale of Hilton Alexandria Old Town in June 2014;

• the sale of Hotel Viking in September 2014;

• the December 2014 common share offering; and

• positive operating results from the hotel properties.

The above paydowns were partially offset by borrowings for the following:

• additional borrowings to purchase the 2013 and 2014 Acquisition Properties;

• additional borrowings to redeem 4,000,000 of the 6,348,888 Series G Preferred Shares in April 2013;

• additional borrowings to redeem the remainder of the Series G Preferred Shares in July 2014; and

• additional borrowings to finance other capital improvements during 2013 and 2014.

The Company’s weighted average interest rate, including the impact of capitalized interest, decreased from 4.08% in 2013 to 4.06% in 2014. Interest capitalized on renovations decreased from $0.6 million in 2013 to $0.4 million in 2014 primarily due to the completion of the Park Central Hotel New York and WestHouse New York renovation at the end of 2013, partially offset by various renovation projects throughout the portfolio.

Loss from Extinguishment of Debt

Loss from extinguishment of debt of $2.5 million in 2014 relates to the write-off of a portion of the unamortized deferred financing costs for the Company’s senior unsecured credit facility and Second Term Loan (as defined below). These costs were recorded in connection with the original agreements that were in effect prior to the Company refinancing its senior unsecured credit facility and Second Term Loan on January 8, 2014. There was no loss from extinguishment of debt in the 2013 period.

Income Tax Expense

Income tax expense increased $1.8 million from $0.5 million in 2013 to $2.3 million in 2014. This increase is primarily due to an increase in LHL’s net income before income tax expense of $3.0 million from $0.6 million in 2013 to $3.6 million in 2014 and an increase in state and local incomes taxes on the Operating Partnership and affiliated entities, which are subject to minimum

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state and local income taxes in applicable jurisdictions. For the year ended December 31, 2014, LHL’s income tax expense was calculated using an estimated federal and state tax rate of 35.4%.

Gain on Sale of Properties

The gain on sale of properties of $93.2 million relates to the gain from sale of Hilton Alexandria Old Town on June 17, 2014 of $43.5 million and the gain from sale of Hotel Viking on September 10, 2014 of $49.7 million.

Noncontrolling Interests in Consolidated Entities

Noncontrolling interests in consolidated entities represent the allocation of income or loss to the outside preferred ownership interests in a subsidiary and the outside ownership interest in a joint venture.

Noncontrolling Interests of Common Units in Operating Partnership

Noncontrolling interests of common units in Operating Partnership represent the allocation of income or loss of the Operating Partnership to the common units held by third parties based on their weighted average percentage ownership throughout the period. At December 31, 2014, third party limited partners held 0.3% of the common units in the Operating Partnership.

Distributions to Preferred Shareholders

Distributions to preferred shareholders decreased $3.1 million from $17.4 million in 2013 to $14.3 million in 2014 due to decreased distributions on the Series G Preferred Shares, which were partially redeemed on April 5, 2013, and the remaining shares were fully redeemed on July 3, 2014.

Issuance Costs of Redeemed Preferred Shares

Issuance costs of redeemed preferred shares of $1.0 million in 2014 represent the offering costs related to the remaining Series G Preferred Shares, which were all redeemed on July 3, 2014, and $1.6 million in 2013 represent the offering costs related to the Series G Preferred Shares, which were partially redeemed on April 5, 2013. The excess of fair value over carrying value (i.e. offering costs) is included in the determination of net income attributable to common shareholders.

Non-GAAP Financial Measures

FFO and EBITDA

The Company considers the non-GAAP measures of FFO and EBITDA to be key supplemental measures of the Company’s performance and should be considered along with, but not as alternatives to, net income or loss as a measure of the Company’s operating performance. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO and EBITDA to be helpful in evaluating a real estate company’s operations.

The White Paper on FFO approved by the National Association of Real Estate Investment Trusts (“NAREIT”) in April 2002, as revised in 2011, defines FFO as net income or loss (computed in accordance with GAAP), excluding gains or losses from sales of properties and items classified by GAAP as extraordinary, plus real estate-related depreciation and amortization and impairment writedowns, and after comparable adjustments for the Company’s portion of these items related to unconsolidated entities and joint ventures. The Company computes FFO consistent with standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than the Company.

With respect to FFO, the Company believes that excluding the effect of extraordinary items, real estate-related depreciation and amortization and impairments, and the portion of these items related to unconsolidated entities, all of which are based on historical cost accounting and which may be of limited significance in evaluating current performance, can facilitate comparisons of operating performance between periods and between REITs, even though FFO does not represent an amount that accrues directly to common shareholders. However, FFO may not be helpful when comparing the Company to non-REITs.

With respect to EBITDA, the Company believes that excluding the effect of non-operating expenses and non-cash charges, and the portion of these items related to unconsolidated entities, all of which are also based on historical cost accounting and may be of limited significance in evaluating current performance, can help eliminate the accounting effects of depreciation and amortization, and financing decisions and facilitate comparisons of core operating profitability between periods and between REITs, even though EBITDA also does not represent an amount that accrues directly to common shareholders.

FFO and EBITDA do not represent cash generated from operating activities determined by GAAP and should not be considered as alternatives to net income, cash flows from operations or any other operating performance measure prescribed by

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GAAP. FFO and EBITDA are not measures of the Company’s liquidity, nor are FFO and EBITDA indicative of funds available to fund the Company’s cash needs, including its ability to make cash distributions. These measurements do not reflect cash expenditures for long-term assets and other items that have been and will be incurred. FFO and EBITDA may include funds that may not be available for management’s discretionary use due to functional requirements to conserve funds for capital expenditures, property acquisitions and other commitments and uncertainties. To compensate for this, management considers the impact of these excluded items to the extent they are material to operating decisions or the evaluation of the Company’s operating performance.

The following is a reconciliation between net income attributable to common shareholders and FFO attributable to common shareholders and unitholders for the years ended December 31, 2015, 2014, 2013, 2012 and 2011 (in thousands, except share and unit data):

	For the year ended December 31,
	2015		2014			2013		2012		2011
Net income attributable to common shareholders	$	123,383	$	197,561		$	70,984	$	45,146	$	12,934
Depreciation	180,346		154,585			143,560		123,809		110,760
Amortization of deferred lease costs	294		347			355		371		318
Noncontrolling interests:
Redeemable noncontrolling interest in consolidated entity	0		0			0		0		(2		)
Noncontrolling interests in consolidated entities	16		16			17		0		0
Noncontrolling interests of common units in Operating Partnership	261		636			303		281		1
Less: Gain on sale of properties	0		(93,205		)	0		0		(760		)
FFO attributable to common shareholders and unitholders (1)	$	304,300	$	259,940		$	215,219	$	169,607	$	123,251
Weighted average number of common shares and units outstanding:
Basic	112,885,094		104,485,085			97,337,784		86,054,269		81,157,663
Diluted	113,296,279		104,842,195			97,524,971		86,193,574		81,328,739

⁽¹⁾  FFO attributable to common shareholders and unitholders includes the loss from extinguishment of debt of $0.8 million and $2.5 million for the years ended December 31, 2015 and 2014, respectively.

The following is a reconciliation between net income attributable to common shareholders and EBITDA for the years ended December 31, 2015, 2014, 2013, 2012 and 2011 (in thousands):

	For the year ended December 31,
	2015			2014		2013		2012		2011
Net income attributable to common shareholders	$	123,383		$	197,561	$	70,984	$	45,146	$	12,934
Interest expense	54,333			56,628		57,516		52,896		39,704
Loss from extinguishment of debt	831			2,487		0		0		0
Income tax (benefit) expense (1)	(1,292		)	2,306		470		9,062		7,081
Depreciation and amortization	180,855			155,035		143,991		124,363		111,282
Noncontrolling interests:
Redeemable noncontrolling interest in consolidated entity	0			0		0		0		(2		)
Noncontrolling interests in consolidated entities	16			16		17		0		0
Noncontrolling interests of common units in Operating Partnership	261			636		303		281		1
Distributions to preferred shareholders	12,169			14,333		17,385		21,733		29,952
EBITDA (2)	$	370,556		$	429,002	$	290,666	$	253,481	$	200,952

⁽¹⁾  Includes amounts from discontinued operations.

⁽²⁾  EBITDA includes the gain on sale of Hilton Alexandria Old Town and Hotel Viking of $43.5 million and $49.7 million, respectively, in 2014. EBITDA includes the gain on finalization of the Seaview Resort roof project of $0.8 million in 2011.

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The Hotels

The following table sets forth historical comparative information with respect to occupancy, ADR and RevPAR for the total hotel portfolio for the years ended December 31, 2015 and 2014:

	Year ended December 31,
	2015			2014			Variance
Occupancy	81.1		%	81.9		%	-0.9	%
ADR	$	239.11		$	233.60		2.4	%
RevPAR	$	193.95		$	191.22		1.4	%

For presentation of comparable information, the above hotel statistics reflect pro forma adjustments to include the results of operations of the Park Central San Francisco under previous ownership for the comparable period in 2014, and exclude (i) the Hotel Viking and the Hilton Alexandria Old Town, which were sold during 2014, (ii) The Marker Waterfront Resort, which opened for business in December 2014, and (iii) the Mason & Rook Hotel for the period the hotel was closed for renovation in 2015 and the comparable period in 2014.

Off-Balance Sheet Arrangements

Reserve Funds for Future Capital Expenditures

Certain of the Company’s agreements with its hotel managers, franchisors and lenders have provisions for the Company to provide funds, generally 4.0% of hotel revenues, sufficient to cover the cost of (a) certain non-routine repairs and maintenance to the hotels and (b) replacements and renewals to the hotels’ capital assets. Certain of the agreements require that the Company reserve this cash in separate accounts. As of December 31, 2015, the Company held a total of $26.4 million of restricted cash reserves, $21.4 million of which was available for future capital expenditures. The Company has sufficient cash on hand and availability on its credit facilities to cover capital expenditures under agreements that do not require that the Company separately reserve cash.

The Company has no other off-balance sheet arrangements.

Liquidity and Capital Resources

The Company’s principal source of cash to meet its cash requirements, including distributions to shareholders, is the operating cash flow from the Company’s hotels. Additional sources of cash are the Company’s senior unsecured credit facility, LHL’s unsecured credit facility, additional unsecured financing, secured financing on one or all of the Company’s 42 unencumbered properties (subject to certain terms and conditions of the credit agreement) as of December 31, 2015, the sale of one or more properties (subject to certain conditions of the management agreements at four of the Company’s properties), equity issuances available under the Company’s shelf registration statement and issuances of common units in the Operating Partnership.

LHL is a wholly owned subsidiary of the Operating Partnership. Payments to the Operating Partnership are required pursuant to the terms of the lease agreements between LHL and the Operating Partnership relating to the properties owned by the Operating Partnership and leased by LHL. LHL’s ability to make rent payments to the Operating Partnership and the Company’s liquidity, including its ability to make distributions to shareholders, are dependent on the lessees’ ability to generate sufficient cash flow from the operation of the hotels.

In addition, cash flow from hotel operations is subject to all operating risks common to the hotel industry. These risks include:

• adverse effects of weak national, regional and local economic conditions;

• tightening credit standards;

• competition for guests and meetings from other hotels and alternative lodging companies, including competition and pricing pressures from Internet wholesalers and distributors;

• increases in operating costs, including wages, benefits, insurance, property taxes and energy, due to inflation and other factors, which may not be offset in the future by increases in room rates;

• labor strikes, union disruptions or lockouts that may impact operating performance;

• dependence on demand from business and leisure travelers, which may fluctuate and be seasonal;

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• increases in energy costs, airline fares and other expenses related to travel, which may negatively affect traveling; and

• terrorism, terrorism alerts and warnings, military actions, pandemics or other medical events which may cause decreases in business and leisure travel.

These factors could adversely affect the ability of the hotel operators to generate revenues which could adversely affect LHL’s ability to make rental payments to the Company pursuant to the participating leases and ultimately impact the Company’s liquidity.

The Company’s senior unsecured credit facility, LHL’s unsecured credit facility and the Company’s term loans contain certain financial covenants relating to net worth requirements, debt ratios and fixed charge coverage and other limitations that restrict its ability to make distributions or other payments to its shareholders upon events of default. There are currently no other contractual or other arrangements limiting payment of distributions by the Operating Partnership.

Failure of the Company to comply with the financial covenants contained in its credit facilities, term loans and non-recourse secured mortgages could result from, among other things, changes in our results of operations, the incurrence of additional debt or changes in general economic conditions.

If the Company violates the financial covenants contained in any of its credit facilities or term loans, the Company may attempt to negotiate waivers of the violations or amend the terms of the applicable credit facilities or term loans with the lenders thereunder; however, the Company can make no assurance that it would be successful in any such negotiations or that, if successful in obtaining waivers or amendments, such amendments or waivers would be on terms attractive to the Company. If a default under the credit facilities or term loans were to occur, the Company would possibly have to refinance the debt through additional debt financing, private or public offerings of debt securities, or additional equity financings. If the Company is unable to refinance its debt on acceptable terms, including at maturity of the credit facilities and term loans, it may be forced to dispose of hotel properties on disadvantageous terms, potentially resulting in losses that reduce cash flow from operating activities. If, at the time of any refinancing, prevailing interest rates or other factors result in higher interest rates upon refinancing, increases in interest expense would lower the Company’s cash flow, and, consequently, cash available for distribution to its shareholders.

As of December 31, 2015, the Company is in compliance with all debt covenants, current on all loan payments and not otherwise in default under the credit facilities, term loans, bonds payable or mortgage loans.

Properties Leased to LHL

Effective January 1, 2001, LHL became a wholly owned subsidiary of the Company as provided for under the TRS provisions of the Code. As of December 31, 2015, LHL leased all 47 hotels owned by the Company as follows:

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	Hotel Properties	Location
1.	Hotel Amarano Burbank	Burbank, CA
2.	L’Auberge Del Mar	Del Mar, CA
3.	Hilton San Diego Gaslamp Quarter	San Diego, CA
4.	Hotel Solamar	San Diego, CA
5.	San Diego Paradise Point Resort and Spa	San Diego, CA
6.	The Hilton San Diego Resort and Spa	San Diego, CA
7.	Harbor Court Hotel	San Francisco, CA
8.	The Marker San Francisco	San Francisco, CA
9.	Hotel Triton	San Francisco, CA
10.	Hotel Vitale	San Francisco, CA
11.	Park Central San Francisco	San Francisco, CA
12.	Serrano Hotel	San Francisco, CA
13.	Villa Florence	San Francisco, CA
14.	Chaminade Resort and Conference Center	Santa Cruz, CA
15.	Viceroy Santa Monica	Santa Monica, CA
16.	Chamberlain West Hollywood	West Hollywood, CA
17.	Le Montrose Suite Hotel	West Hollywood, CA
18.	Le Parc Suite Hotel	West Hollywood, CA
19.	The Grafton on Sunset	West Hollywood, CA
20.	The Donovan	Washington, D.C.
21.	Hotel George	Washington, D.C.
22.	Hotel Madera	Washington, D.C.
23.	Hotel Palomar, Washington, DC	Washington, D.C.
24.	Hotel Rouge	Washington, D.C.
25.	Mason & Rook Hotel (formerly Hotel Helix)	Washington, D.C.
26.	Sofitel Washington, DC Lafayette Square	Washington, D.C.
27.	The Liaison Capitol Hill	Washington, D.C.
28.	Topaz Hotel	Washington, D.C.
29.	Southernmost Beach Resort Key West	Key West, FL
30.	The Marker Waterfront Resort	Key West, FL
31.	Hotel Chicago	Chicago, IL
32.	Westin Michigan Avenue	Chicago, IL
33.	Indianapolis Marriott Downtown	Indianapolis, IN
34.	Hyatt Regency Boston Harbor	Boston, MA
35.	Onyx Hotel	Boston, MA
36.	The Liberty Hotel	Boston, MA
37.	Westin Copley Place	Boston, MA
38.	Gild Hall	New York, NY
39.	The Roger	New York, NY
40.	Park Central Hotel New York (shared lease with WestHouse Hotel New York)	New York, NY
41.	WestHouse Hotel New York	New York, NY
42.	The Heathman Hotel	Portland, OR
43.	Embassy Suites Philadelphia - Center City	Philadelphia, PA
44.	Westin Philadelphia	Philadelphia, PA
45.	Lansdowne Resort	Lansdowne,VA
46.	Alexis Hotel	Seattle, WA
47.	Hotel Deca	Seattle, WA

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Contractual Obligations

The following is a summary of the Company’s obligations and commitments as of December 31, 2015 (in thousands):

	Total Amounts Committed		Amount of Commitment Expiration Per Period
Obligations and Commitments			Less than 1 year		1 to 3 years		4 to 5 years		Over 5 years
Mortgage loans	$	511,294	$	286,294	$	225,000	$	0	$	0
Mortgage loans interest (1)	14,726		6,614		8,112		0		0
Borrowings under credit facilities (2)	21,000		0		21,000		0		0
Credit facilities interest (2)	917		455		462		0		0
Rents (3)	666,522		12,804		26,222		26,716		600,780
Massport Bonds (2)	42,500		0		42,500		0		0
Massport Bonds interest (2)	61		28		33		0		0
Term loans (4)	855,000		0		0		300,000		555,000
Term loans interest (4)	100,383		23,899		45,391		29,978		1,115
Purchase commitments (5)
Purchase orders and letters of commitment	55,072		55,072		0		0		0
Total obligations and commitments	$	2,267,475	$	385,166	$	368,720	$	356,694	$	1,156,895

⁽¹⁾  Interest expense is calculated based on the variable rate as of December 31, 2015 for Westin Copley Place.

⁽²⁾  Interest expense is calculated based on the variable rate as of December 31, 2015. It is assumed that the outstanding debt as of December 31, 2015 will be repaid upon maturity with interest-only payments until then.

⁽³⁾  Amounts calculated based on the annual minimum future lease payments that extend through the term of the lease. Rents may be subject to adjustments based on future interest rates and hotel performance.

⁽⁴⁾  The term loans bear interest at floating rates equal to LIBOR plus applicable margins. The Company entered into separate interest rate swap agreements for the Second Term Loan, resulting in a fixed all-in interest rate of 2.38%, at the Company’s current leverage ratio (as defined in the agreements) through August 2, 2017, the interest rate swaps’ maturity date. The Company entered into separate interest rate swap agreements for the Third Term Loan (defined below), resulting in a fixed all-in interest rate of 2.95% at the Company’s current leverage ratio (as defined in the agreements). The $377.5 million portion of the Third Term Loan is fixed through its maturity date of January 29, 2021 and the $177.5 million portion of the Third Term Loan is fixed through May 16, 2019, the interest rate swaps’ maturity date. It is assumed that the outstanding debt as of December 31, 2015 will be repaid upon maturity with fixed interest-only payments through the swapped periods and interest calculated based on the variable rate as of December 31, 2015 for the unswapped period of the term loans.

⁽⁵⁾  As of December 31, 2015, purchase orders and letters of commitment totaling approximately $55.1 million had been issued for renovations at the properties. The Company has committed to these projects and anticipates making similar arrangements in the future with the existing properties or any future properties that it may acquire.

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Debt Summary

Debt as of December 31, 2015 and 2014 consisted of the following (in thousands):

			Balance Outstanding as of
Debt	Interest Rate	Maturity Date	December 31, 2015		December 31, 2014
Credit facilities
Senior unsecured credit facility	Floating (a)	January 2018 (a)	$	21,000	$	0
LHL unsecured credit facility	Floating (b)	January 2018 (b)	0		0
Total borrowings under credit facilities			21,000		0
Term loans
First Term Loan	Floating (c)	- (c)	0		177,500
Second Term Loan	Floating (c)	January 2019	300,000		300,000
Third Term Loan	Floating (c)	January 2021	555,000		0
Total term loans			855,000		477,500
Massport Bonds
Hyatt Regency Boston Harbor (taxable)	Floating (d)	March 2018	5,400		5,400
Hyatt Regency Boston Harbor (tax exempt)	Floating (d)	March 2018	37,100		37,100
Total bonds payable			42,500		42,500
Mortgage loans
Westin Copley Place	5.28%	- (e)	0		210,000
Westin Michigan Avenue	5.75%	April 2016 (f)	131,262		133,347
Indianapolis Marriott Downtown	5.99%	July 2016 (f)	96,097		97,528
The Roger	6.31%	August 2016 (g)	58,935		60,215
Westin Copley Place	Floating (h)	August 2018 (h)	225,000		0
Total mortgage loans			511,294		501,090
Total debt			$	1,429,794	$	1,021,090

^(a)  Borrowings bear interest at floating rates equal to, at the Company’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. As of December 31, 2015, the rate, including the applicable margin, for the Company’s outstanding LIBOR borrowing of $21,000 was 2.13%. There were no borrowings outstanding at December 31, 2014. The Company has the option, pursuant to certain terms and conditions, to extend the maturity date for twosix-month extensions.

^(b)  Borrowings bear interest at floating rates equal to, at LHL’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. There were no borrowings outstanding at December 31, 2015 and December 31, 2014. LHL has the option, pursuant to certain terms and conditions, to extend the maturity date for twosix-month extensions.

^(c)  Term loans bear interest at floating rates equal to LIBOR plus an applicable margin. The Company entered into separate interest rate swap agreements for the full seven-year term of the First Term Loan (as defined below) and a five-year term ending in August 2017 for the Second Term Loan (as defined below), resulting in fixed all-in interest rates. On November 5, 2015, the Company repaid the First Term Loan and entered into the Third Term Loan (as defined below). The Company entered into separate interest rate swap agreements with an aggregate notional amount of $377,500 for the full term of the Third Term Loan. The interest rate swaps for the First Term Loan continue to be in place and were redesignated as hedging instruments through May 2019 for the Third Term Loan. At December 31, 2015, the fixed all-in interest rates for the Second Term Loan and Third Term Loan were 2.38% and 2.95%, respectively, at the Company’s current leverage ratio (as defined in the swap agreements). At December 31, 2014, the fixed all-in interest rates for the First Term Loan and Second Term Loan were 3.62% and 2.38%, respectively, at the Company’s current leverage ratio (as defined in the swap agreements).

^(d)  The Massport Bonds are secured by letters of credit issued by U.S. Bank that expire in September 2016. The letters of credit have twoone-year extension options and are secured by the Hyatt Regency Boston Harbor. The letters of credit cannot be extended beyond the Massport Bonds’ maturity date. The bonds bear interest based on weekly floating rates. The interest rates as of December 31, 2015 were 0.39% and 0.02% for the $5,400 and $37,100 bonds, respectively. The interest rates as of December 31, 2014 were 0.13% and 0.03% for the $5,400 and $37,100 bonds, respectively. The Company incurs an annual letter of credit fee of 1.35%.

^(e)  The Company repaid the mortgage loan on June 1, 2015 through borrowings on its senior unsecured credit facility.

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^(f)  The Company repaid the mortgage loans on January 4, 2016 through borrowings on its senior unsecured credit facility.

^(g)  The Company repaid the mortgage loan on February 11, 2016 through borrowings on its senior unsecured credit facility.

^(h)  The mortgage loan matures on August 14, 2018 with three options to extend the maturity date to January 5, 2021, pursuant to certain terms and conditions. The interest-only mortgage loan bears interest at a variable rate ranging from LIBOR plus 1.75% to LIBOR plus 2.00%, depending on Westin Copley Place’s net cash flow (as defined in the loan agreement). The interest rate as of December 31, 2015 was LIBOR plus 1.75%, which equaled 2.09%. The mortgage loan allows for prepayments without penalty after one year, subject to certain terms and conditions.

A summary of the Company’s interest expense and weighted average interest rates for unswapped borrowings for the years ended December 31, 2015, 2014 and 2013 is as follows (in thousands):

	For the year ended December 31,
	2015			2014			2013
Interest Expense:
Interest incurred	$	52,604		$	54,859		$	55,912
Amortization of deferred financing costs	2,631			2,169			2,253
Capitalized interest	(902		)	(400		)	(649		)
Interest expense	$	54,333		$	56,628		$	57,516
Weighted Average Interest Rates for Unswapped Variable Rate Debt:
Senior unsecured credit facility	1.89		%	1.86		%	2.11		%
LHL unsecured credit facility	1.89		%	1.86		%	2.03		%
Massport Bonds	0.06		%	0.35		%	0.25		%
Mortgage loan (Westin Copley Place)	2.19		%	N/A			N/A

Credit Facilities

On January 8, 2014, the Company refinanced its $750.0 million senior unsecured credit facility with a syndicate of banks. The credit facility matures on January 8, 2018, subject to twosix-month extensions that the Company may exercise at its option, pursuant to certain terms and conditions, including payment of an extension fee. The credit facility, with a current commitment of $750.0 million, includes an accordion feature which, subject to certain conditions, entitles the Company to request additional lender commitments, allowing for total commitments up to $1.05 billion. Borrowings under the credit facility bear interest at floating rates equal to, at the Company’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. Additionally, the Company is required to pay a variable unused commitment fee of 0.25% or 0.30% of the unused portion of the credit facility, depending on the average daily unused portion of the credit facility.

On January 8, 2014, LHL also refinanced its $25.0 million unsecured revolving credit facility to be used for working capital and general lessee corporate purposes. The LHL credit facility matures on January 8, 2018, subject to twosix-month extensions that LHL may exercise at its option, pursuant to certain terms and conditions, including payment of an extension fee. Borrowings under the LHL credit facility bear interest at floating rates equal to, at LHL’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. Additionally, LHL is required to pay a variable unused commitment fee of 0.25% or 0.30% of the unused portion of the credit facility, depending on the average daily unused portion of the LHL credit facility.

The Company’s senior unsecured credit facility and LHL’s unsecured credit facility contain certain financial covenants relating to net worth requirements, debt ratios and fixed charge coverage and other limitations that restrict the Company’s ability to make distributions or other payments to its shareholders upon events of default.

Term Loans

On May 16, 2012, the Company entered into a $177.5 million unsecured term loan (the “First Term Loan”) with a seven-year term maturing on May 16, 2019. The First Term Loan bears interest at a variable rate, but was hedged to a fixed interest rate through May 16, 2019. On November 5, 2015, the Company repaid the First Term Loan and redesignated the interest rate swaps.

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On January 8, 2014, the Company refinanced its $300.0 million unsecured term loan (the “Second Term Loan”). The Second Term Loan includes an accordion feature, which subject to certain conditions, entitles the Company to request additional lender commitments, allowing for total commitments up to $500.0 million. The Second Term Loan has a five-year term maturing on January 8, 2019 and bears interest at variable rates, but was hedged to a fixed interest rate based on the Company’s current leverage ratio (as defined in the swap agreements), which interest rate was 2.38% at December 31, 2015 through August 2, 2017 (see “Derivative and Hedging Activities” below).

On November 5, 2015, the Company entered into a $555.0 million unsecured term loan (the “Third Term Loan”) with a five-year term maturing on January 29, 2021. The Third Term Loan includes an accordion feature, which subject to certain conditions, entitles the Company to request additional lender commitments, allowing for total commitments up to $700.0 million. The Third Term Loan bears interest at a variable rate, but was hedged to a fixed interest rate based on the Company’s current leverage ratio (as defined in the swap agreements), which interest rate was 2.95% at December 31, 2015 through May 16, 2019 for $177.5 million of the Third Term Loan and through January 29, 2021 for the remaining $377.5 million of the Third Term Loan (see “Derivative and Hedging Activities” below).

The Company’s term loans contain certain financial covenants relating to net worth requirements, debt ratios and fixed charge coverage and other limitations that restrict the Company’s ability to make distributions or other payments to its shareholders upon events of default.

Derivative and Hedging Activities

The Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Unrealized gains and losses on the effective portion of hedging instruments are reported in other comprehensive income (loss) (“OCI”). Ineffective portions of changes in the fair value of a cash flow hedge are recognized as interest expense. Amounts reported in accumulated other comprehensive income (loss) (“AOCL”) related to currently outstanding derivatives are recognized as an adjustment to income (loss) as interest payments are made on the Company’s variable rate debt. Effective May 16, 2012, the Company entered into three interest rate swap agreements with an aggregate notional amount of $177.5 million for the First Term Loan’s full seven-year term, resulting in a fixed all-in interest rate based on the Company’s current leverage ratio (as defined in the swap agreements). As discussed above, the First Term Loan was repaid on November 5, 2015. The interest rate swaps for the First Term Loan continue to be in place and are designated as hedging instruments for the Third Term Loan. Effective August 2, 2012, the Company entered into five interest rate swap agreements with an aggregate notional amount of $300.0 million for the Second Term Loan through August 2, 2017, resulting in a fixed all-in interest rate based on the Company’s current leverage ratio (as defined in the swap agreements), which interest rate was 2.38% at December 31, 2015. Effective November 5, 2015, the Company entered into seven interest rate swap agreements with an aggregate notional amount of $377.5 million for the Third Term Loan’s full five-year term, resulting in a fixed all-in interest rate based on the Company’s current leverage ratio (as defined in the swap agreements). At December 31, 2015, the fixed all-in interest rate based on the Company’s current leverage ratio (as defined in the swap agreements) was 2.95% for the Third Term Loan. The Company has designated its pay-fixed, receive-floating interest rate swap derivatives as cash flow hedges. The interest rate swaps were entered into with the intention of eliminating the variability of the terms loans, but can also limit the exposure to any amendments, supplements, replacements or refinancings of the Company’s debt.

The following table presents the effect of derivative instruments on the Company’s consolidated statements of operations and comprehensive income, including the location and amount of unrealized (loss) gain on outstanding derivative instruments in cash flow hedging relationships, for the years ended December 31, 2015, 2014 and 2013 (in thousands):

	Amount of (Loss) Gain Recognized in OCI on Derivative Instruments								Location of Loss Reclassified from AOCL into Net Income	Amount of Loss Reclassified from AOCL into Net Income
	(Effective Portion)								(Effective Portion)	(Effective Portion)
	For the year ended									For the year ended
	December 31,									December 31,
	2015			2014			2013			2015		2014		2013
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	(5,682	)	$	(8,276	)	$	8,127	Interest expense	$	4,835	$	4,410	$	4,248

During the years ended December 31, 2015, 2014 and 2013, the Company did not have any hedge ineffectiveness or amounts that were excluded from the assessment of hedge effectiveness recorded in earnings.

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As of December 31, 2015, there was $0.1 million in cumulative unrealized loss of which $0.1 million was included in AOCL and zero was attributable to noncontrolling interests. As of December 31, 2014, there was $0.8 million in cumulative unrealized gain of which $0.8 million was included in AOCL and an immaterial amount was attributable to noncontrolling interests. The Company expects that approximately $8.1 million will be reclassified from AOCL and noncontrolling interests and recognized as a reduction to income in the next 12 months, calculated as estimated interest expense using the interest rates on the derivative instruments as of December 31, 2015.

Extinguishment of Debt

As discussed above, on January 8, 2014, the Company refinanced its senior unsecured credit facility and Second Term Loan and LHL refinanced its unsecured revolving credit facility. The refinancing arrangements for the senior unsecured credit facility and Second Term Loan were considered substantial modifications. The Company recognized a loss from extinguishment of debt of $2.5 million, which is included in the consolidated statements of operations and comprehensive income for the year ended December 31, 2014. As discussed above, on November 5, 2015, the Company repaid the First Term Loan prior to maturity and recognized a loss from extinguishment of debt of $0.8 million, which is included in the consolidated statements of operations and comprehensive income for the year ended December 31, 2015. The loss from extinguishment of debt represents the unamortized deferred financing costs incurred when the original agreements were executed.

Mortgage Loans

The Company’s mortgage loans are secured by the respective properties. The mortgages are non-recourse to the Company except for fraud or misapplication of funds.

On June 1, 2015, the Company repaid without fee or penalty the Westin Copley Place mortgage loan in the amount of $210.0 million plus accrued interest through borrowings under its senior unsecured credit facility. The loan was due to mature in September 2015. On July 20, 2015, the Company entered into a new $225.0 million mortgage loan secured by the Westin Copley Place. The mortgage loan matures on August 14, 2018 with three options to extend the maturity date to January 5, 2021, pursuant to certain terms and conditions. The interest-only mortgage loan bears interest at a variable rate ranging from LIBOR plus 1.75% to LIBOR plus 2.00%, depending on Westin Copley Place’s net cash flow (as defined in the loan agreement). The mortgage loan allows for prepayments without penalty after one year, subject to certain terms and conditions.

On January 4, 2016, the Company repaid without fee or penalty the Westin Michigan Avenue mortgage loan and the Indianapolis Marriott Downtown mortgage loan. On February 11, 2016, the Company repaid without fee or penalty The Roger mortgage loan.

The Company’s mortgage loans contain debt service coverage ratio tests related to the mortgaged properties. If the debt service coverage ratio for a specific property fails to exceed a threshold level specified in the mortgage, cash flows from that hotel may automatically be directed to the lender to (i) satisfy required payments, (ii) fund certain reserves required by the mortgage and (iii) fund additional cash reserves for future required payments, including final payment. Cash flows may be directed to the lender (“cash trap”) until such time as the property again complies with the specified debt service coverage ratio or the mortgage is paid off.

Financial Covenants

Failure of the Company to comply with the financial covenants contained in its credit facilities, term loans and non-recourse secured mortgages could result from, among other things, changes in its results of operations, the incurrence of additional debt or changes in general economic conditions.

If the Company violates the financial covenants contained in any of its credit facilities or term loans described above, the Company may attempt to negotiate waivers of the violations or amend the terms of the applicable credit facilities or term loans with the lenders thereunder; however, the Company can make no assurance that it would be successful in any such negotiations or that, if successful in obtaining waivers or amendments, such amendments or waivers would be on terms attractive to the Company. If a default under the credit facilities or term loans were to occur, the Company would possibly have to refinance the debt through additional debt financing, private or public offerings of debt securities, or additional equity financings. If the Company is unable to refinance its debt on acceptable terms, including at maturity of the credit facilities and term loans, it may be forced to dispose of hotel properties on disadvantageous terms, potentially resulting in losses that reduce cash flow from operating activities. If, at the time of any refinancing, prevailing interest rates or other factors result in higher interest rates upon refinancing, increases in interest expense would lower the Company’s cash flow, and, consequently, cash available for distribution to its shareholders.

A cash trap associated with a mortgage loan may limit the overall liquidity for the Company as cash from the hotel securing such mortgage would not be available for the Company to use. If the Company is unable to meet mortgage payment obligations, including the payment obligation upon maturity of the mortgage borrowing, the mortgage securing the specific property could be

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foreclosed upon by, or the property could be otherwise transferred to, the mortgagee with a consequent loss of income and asset value to the Company.

As of December 31, 2015, the Company is in compliance with all debt covenants, current on all loan payments and not otherwise in default under the credit facilities, term loans, bonds payable or mortgage loans.

Fair Value Measurements

In evaluating fair value, GAAP outlines a valuation framework and creates a fair value hierarchy that distinguishes between market assumptions based on market data (observable inputs) and a reporting entity’s own assumptions about market data (unobservable inputs). The hierarchy ranks the quality and reliability of inputs used to determine fair value, which are then classified and disclosed in one of the three categories. The three levels are as follows:

Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date.

Level 2—Observable inputs, other than quoted prices included in level 1, such as interest rates, yield curves, quoted prices in active markets for similar assets and liabilities, and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3—Unobservable inputs that are supported by limited market activity. This includes certain pricing models, discounted cash flow methodologies and similar techniques when observable inputs are not available.

The Company estimates the fair value of its financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and subjectivity are involved in developing these estimates and, accordingly, such estimates are not necessarily indicative of amounts that would be realized upon disposition.

Recurring Measurements

For assets and liabilities measured at fair value on a recurring basis, quantitative disclosure of their fair value is as follows (in thousands):

		Fair Value Measurements at
		December 31, 2015		December 31, 2014
		Using Significant Other Observable
		Inputs (Level 2)
Description	Consolidated Balance Sheet Location
Derivative interest rate instruments	Prepaid expenses and other assets	$	1,605	$	1,520
Derivative interest rate instruments	Accounts payable and accrued expenses	$	1,702	$	770

The fair value of each derivative instrument is based on a discounted cash flow analysis of the expected cash flows under each arrangement. This analysis reflects the contractual terms of the derivative instrument, including the period to maturity, and utilizes observable market-based inputs, including interest rate curves and implied volatilities, which are classified within level 2 of the fair value hierarchy. The Company also incorporates credit value adjustments to appropriately reflect each parties’ nonperformance risk in the fair value measurement, which utilizes level 3 inputs such as estimates of current credit spreads. However, the Company has assessed that the credit valuation adjustments are not significant to the overall valuation of the derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified within level 2 of the fair value hierarchy.

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Financial Instruments Not Measured at Fair Value

The following table represents the fair value, derived using level 2 inputs, of financial instruments presented at carrying value in the Company’s consolidated financial statements as of December 31, 2015 and 2014 (in thousands):

	December 31, 2015				December 31, 2014
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Note receivable	$	80,000	$	80,000	$	0	$	0
Borrowings under credit facilities	$	21,000	$	21,061	$	0	$	0
Term loans	$	855,000	$	856,038	$	477,500	$	476,996
Bonds payable	$	42,500	$	42,500	$	42,500	$	42,500
Mortgage loans	$	511,294	$	511,786	$	501,090	$	510,250

The Company estimated the fair value of its borrowings under credit facilities, term loans, bonds payable and mortgage loans using interest rates ranging from 1.5% to 4.4% as of December 31, 2015 and from 1.6% to 4.3% as of December 31, 2014 with a weighted average effective interest rate of 2.1% and 2.9% as of December 31, 2015 and 2014, respectively. The assumptions reflect the terms currently available on similar borrowings to borrowers with credit profiles similar to the Company’s. At December 31, 2015, the carrying amount of the note receivable was representative of its fair value due to the short-term nature and recent acquisition of this instrument.

At December 31, 2015 and 2014, the carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and distributions payable were representative of their fair values due to the short-term nature of these instruments and the recent acquisition of these items.

Equity Issuances, Repurchases and Redemptions

On March 4, 2013, the Company issued 4,000,000 Series I Preferred Shares ($0.01 par value) at a price of $25.00 per share and received net proceeds, after deducting underwriting discounts and other offering costs, of $96.7 million. On March 12, 2013, the underwriters exercised their rights to cover overallotments and purchased 400,000 additional Series I Preferred Shares, resulting in additional net proceeds to the Company of $9.7 million. The net proceeds were used to redeem a portion of the Company’s Series G Preferred Shares on April 5, 2013, to pay down amounts outstanding under the Company’s senior unsecured credit facility and for general corporate purposes.

On April 5, 2013, the Company redeemed 4,000,000 of the 6,348,888 outstanding Series G Preferred Shares for $100.0 million ($25.00 per share) plus accrued distributions through April 5, 2013 of $1.9 million. The redemption value of the Series G Preferred Shares exceeded their carrying value by $1.6 million, which is included in the determination of net income attributable to common shareholders for the year ended December 31, 2013. The $1.6 million represents the offering costs related to the redeemed Series G Preferred Shares.

On July 3, 2014, the Company redeemed the remaining 2,348,888 Series G Preferred Shares for $58.7 million ($25.00 per share), plus accrued and unpaid dividends through the redemption date, July 3, 2014, of $1.1 million. The redemption value of the Series G Preferred Shares exceeded their carrying value by $1.0 million, which is included in the determination of net income attributable to common shareholders for the year ended December 31, 2014. The $1.0 million represents the offering costs related to the redeemed Series G Preferred Shares.

On December 12, 2014, the Company completed an underwritten public offering of 7,600,000 common shares of beneficial interest, par value $0.01 per share. On December 24, 2014, an additional 1,140,000 common shares of beneficial interest were issued pursuant to the full exercise of the underwriters’ option to purchase additional shares. After deducting the underwriters’ discounts and commissions and other offering costs, the Company raised net proceeds of $348.5 million. The net proceeds were used to fund the acquisition of The Heathman Hotel on December 18, 2014, to fund a portion of the acquisition of Park Central San Francisco on January 23, 2015, to pay down amounts outstanding under the Company’s senior unsecured credit facility and under the LHL unsecured credit facility, and for general corporate purposes.

The Company’s Board of Trustees previously authorized a share repurchase program (the “Repurchase Program”) to acquire up to $100.0 million of the Company’s common shares of beneficial interest, with repurchased shares recorded at cost in treasury. In August 2015, the Company repurchased 184,742 common shares of beneficial interest under the Repurchase Program for $5.7 million, including commissions of an immaterial amount. As of December 31, 2015, the Company had availability under the Repurchase Program to acquire up to $69.8 million of common shares of beneficial interest. The timing, manner, price and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market

41

conditions, and other corporate liquidity requirements and priorities. The Repurchase Program may be suspended, modified or terminated at any time for any reason without prior notice. The Repurchase Program does not obligate the Company to acquire any specific number of shares, and all open market repurchases will be made in accordance with applicable rules and regulations setting forth certain restrictions on the method, timing, price and volume of open market share repurchases.

Sources and Uses of Cash

As of December 31, 2015, the Company had $5.7 million of cash and cash equivalents and $26.4 million of restricted cash reserves, $21.4 million of which was available for future capital expenditures. Additionally, the Company had $726.4 million available under the Company’s senior unsecured credit facility, with $2.6 million reserved for outstanding letters of credit, and $25.0 million available under LHL’s unsecured credit facility.

Net cash provided by operating activities was $337.5 million for the year ended December 31, 2015 primarily due to the operations of the hotels, which were partially offset by payments for real estate taxes, personal property taxes, insurance and ground rent.

Net cash used in investing activities was $642.0 million for the year ended December 31, 2015 primarily due to the purchases of the Park Central San Francisco and The Marker Waterfront Resort, the providing of the Mezzanine Loan and outflows for improvements and additions at the hotels.

Net cash provided by financing activities was $196.1 million for the year ended December 31, 2015 primarily due to proceeds from the Third Term Loan, net proceeds from the credit facilities, proceeds from the $225.0 million new mortgage loan secured by Westin Copley Place in July 2015, partially offset by mortgage loan repayments including the $210.0 million early repayment of the Westin Copley Place mortgage loan in June 2015, repayment of the First Term Loan, payment of deferred financing costs, forfeiture of common shares into treasury, payment for the repurchase of common shares of beneficial interest under the Repurchase Program, payment of distributions to the common shareholders and unitholders and payment of distributions to preferred shareholders.

The Company has considered its short-term (one year or less) liquidity needs and the adequacy of its estimated cash flow from operations and other expected liquidity sources to meet these needs. The Company believes that its principal short-term liquidity needs are to fund normal recurring expenses, debt service requirements, distributions on the preferred shares and the minimum distribution required to maintain the Company’s REIT qualification under the Code. The Company anticipates that these needs will be met with available cash on hand, cash flows provided by operating activities, borrowings under the Company’s senior unsecured credit facility or LHL’s unsecured credit facility, additional unsecured financing, secured financing on any of the Company’s 42 unencumbered properties (subject to certain terms and conditions of the credit agreement), potential property sales (subject to certain conditions of the management agreements at four of the Company’s properties), equity issuances available under the Company’s shelf registration statement and issuances of common units in the Operating Partnership. The Company also considers capital improvements and property acquisitions as short-term needs that will be funded either with cash flows provided by operating activities, utilizing availability under the Company’s senior unsecured credit facility or LHL’s unsecured credit facility, additional unsecured financing, secured financing on any of the Company’s 42 unencumbered properties (subject to certain terms and conditions of the credit agreement), potential property sales (subject to certain conditions of the management agreements at four of the Company’s properties) or the issuance of additional equity securities.

The Company expects to meet long-term (greater than one year) liquidity requirements such as property acquisitions, scheduled debt maturities, major renovations, expansions and other nonrecurring capital improvements utilizing availability under the Company’s senior unsecured credit facility or LHL’s unsecured credit facility, additional unsecured financing, secured financing on any of the Company’s 42 unencumbered properties (subject to certain terms and conditions of the credit agreement), potential property sales (subject to certain conditions of the management agreements at four of the Company’s properties), estimated cash flows from operations, equity issuances available under the Company’s shelf registration statement and issuances of common units in the Operating Partnership. The Company expects to acquire or develop additional hotel properties only as suitable opportunities arise, and the Company will not undertake acquisition or development of properties unless stringent acquisition or development criteria have been achieved.

Reserve Funds

The Company is obligated to maintain reserve funds for capital expenditures at the hotels (including the periodic replacement or refurbishment of furniture, fixtures and equipment) as determined pursuant to the operating agreements. Please refer to “Off-Balance Sheet Arrangements” for a discussion of the Company’s reserve funds.

42

Inflation

The Company relies entirely on the performance of the hotels and their ability to increase revenues to keep pace with inflation. The hotel operators can change room rates quickly, but competitive pressures may limit the hotel operators’ abilities to raise rates faster than inflation or even at the same rate.

The Company’s expenses (primarily real estate taxes, property and casualty insurance, administrative expenses and hotel operating expenses) are subject to inflation. These expenses are expected to grow at the general rate of inflation, except for energy costs, liability insurance, property taxes (due to increased rates and periodic reassessments), employee benefits and some wages, which are expected to increase at rates higher than inflation.

Derivatives and Hedging Activities

In the normal course of business, the Company is exposed to the effects of interest rate changes. The Company limits the risks associated with interest rate changes by following established risk management policies and procedures which may include the use of derivative instruments. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract and are recorded on the balance sheet at fair value, with offsetting changes recorded to other comprehensive income (loss). Ineffective portions of changes in the fair value of a cash flow hedge are recognized as interest expense. The Company incorporates credit valuation adjustments to reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedging instruments under the accounting requirements for derivatives and hedging.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Sensitivity

The table below provides information about financial instruments that are sensitive to changes in interest rates, including mortgage obligations, bonds and lines of credit. For debt obligations, scheduled maturities and related weighted average interest rates by expected maturity dates are as follows (in thousands):

	2016			2017			2018			2019			2020			Thereafter			Total
Fixed rate debt	$	286,294		$	0		$	0		$	0		$	0		$	377,500		$	663,794
Weighted average interest	5.95		%	0.00		%	0.00		%	0.00		%	0.00		%	2.95		%	4.24		%
Variable rate debt (1)	$	0		$	0		$	288,500		$	300,000		$	0		$	177,500		$	766,000
Weighted average interest	0.00		%	0.00		%	1.79		%	1.85		%	0.00		%	1.80		%	1.82		%
Total	$	286,294		$	0		$	288,500		$	300,000		$	0		$	555,000		$	1,429,794

⁽¹⁾ For the Second Term Loan maturing in January 2019 and for $177.5 million of the Third Term Loan maturing in January 2021, it is assumed that the outstanding debt as of December 31, 2015 will be repaid upon maturity which will be during the unhedged period of the loan and, therefore, subject to a variable interest rate.

The table above presents the principal amount of debt maturing each year, including annual amortization of principal, through December 31,2020 and thereafter and weighted average interest rates for the debt maturing in each specified period. This table reflects indebtedness outstanding as of December 31, 2015 and does not reflect new indebtedness, or revisions to terms of existing indebtedness, incurred after that date. The Company’s ultimate exposure to interest rate fluctuations depends on the amount of indebtedness that bears interest at variable rates, the time at which the interest rate is adjusted, the amount of adjustment, the ability to prepay or refinance variable rate indebtedness and hedging strategies used to reduce the impact of any increases in rates. As of December 31, 2015, the estimated fair value of the Company’s fixed rate debt was $1,142.5 million.

The Company is exposed to market risk from changes in interest rates. The Company seeks to limit the impact of interest rate changes on earnings and cash flows and to lower the overall borrowing costs by closely monitoring the Company’s variable rate debt and converting such debt to fixed rates when the Company deems such conversion advantageous. From time to time, the Company may enter into interest rate swap agreements or other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates, they also expose the Company to the risks that the other parties to the agreements will not perform, the Company could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly-effective cash flow hedges under GAAP guidance. As of December 31, 2015, $288.5 million of the Company’s aggregate indebtedness (20.2% of total indebtedness) was subject to

43

variable interest rates, excluding amounts outstanding under the Second Term Loan and Third Term Loan since the Company hedged its variable interest rate to fixed interest rates.

If market rates of interest on the Company’s variable rate long-term debt fluctuate by 0.25%, interest expense would increase or decrease, depending on rate movement, future earnings and cash flows by $0.7 million annually. This assumes that the amount outstanding under the Company’s variable rate debt remains at $288.5 million, the balance as of December 31, 2015.

Item 8. Consolidated Financial Statements and Supplementary Data

See Index to Financial Statements on page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures—The Company has established disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the officers who certify the Company’s financial reports and to the members of senior management and the Board of Trustees.

Based on management’s evaluation as of December 31, 2015, the principal executive officer and principal financial officer of the Company have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms.

Management’s Report on Internal Control Over Financial Reporting—The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2015.

Independent Registered Public Accounting Firm’s Report on Internal Control Over Financial Reporting—KPMG LLP, an independent registered public accounting firm, has audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K and, as part of its audit, has issued its report, included herein on page F-3, on the effectiveness of our internal control over financial reporting.

Changes in Internal Controls—There was no change to the Company’s internal control over financial reporting during the fourth quarter ended December 31, 2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

None.

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PART III

Item 10. Trustees, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference to the material in the Proxy Statement.

Item 11. Executive Compensation

The information required by this item is incorporated by reference to the material in the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information required by this item is incorporated by reference to the material in the Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Trustee Independence

The information required by this item is incorporated by reference to the material in the Proxy Statement.

Item 14. Principal Accountant Fees and Services

The information required by this item is incorporated by reference to the material in the Proxy Statement.

PART IV

Item 15. Exhibits and Financial Statement Schedules

1. Financial Statements

Included herein at pages F-1 through F-39.

2. Financial Statement Schedules

The following financial statement schedule is included herein at pages F-40 through F-41.

Schedule III – Real Estate and Accumulated Depreciation

All other schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted.

45

3. Exhibits

The following exhibits are filed as part of this Annual Report on Form 10-K:

Exhibit Number	Description of Exhibit
3.1	Articles of Amendment and Restatement of Declaration of Trust of the Registrant (including all articles of amendment and articles supplementary)(1)
3.2	Third Amended and Restated Bylaws of the Registrant(2)
4.1	Form of Common Share of Beneficial Interest(3)
10.1	Amended and Restated Agreement of Limited Partnership of LaSalle Hotel Operating Partnership, L.P., dated as of April 29, 1998(4)
10.2	First Amendment to the Amended and Restated Agreement of Limited Partnership of LaSalle Hotel Operating Partnership, L.P., dated as of March 6, 2002(5)
10.3	Second Amendment to the Amended and Restated Agreement of Limited Partnership of LaSalle Hotel Operating Partnership, L.P., dated as of September 30, 2003(6)
10.4	Form of Third Amendment to the Amended and Restated Agreement of Limited Partnership of LaSalle Hotel Operating Partnership, L.P.(7)
10.5	Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of LaSalle Hotel Operating Partnership, L.P., dated as of August 22, 2005(7)
10.6	Fifth Amendment to the Amended and Restated Agreement of Limited Partnership of LaSalle Hotel Operating Partnership, L.P., dated as of February 8, 2006(9)
10.7	Form of Sixth Amendment to the Amended and Restated Agreement of Limited Partnership of LaSalle Hotel Operating Partnership, L.P.(10)
10.8	Seventh Amendment to the Amended and Restated Agreement of Limited Partnership of LaSalle Hotel Operating Partnership, L.P., dated as of November 17, 2006(11)
10.9	Eighth Amendment to Amended and Restated Agreement of Limited Partnership of LaSalle Hotel Operating Partnership, L.P., dated as of April 15, 2009(12)
10.10	Ninth Amendment to Amended and Restated Agreement of Limited Partnership of LaSalle Hotel Operating Partnership, L.P., dated as of January 24, 2011(13)
10.11	Tenth Amendment to Amended and Restated Agreement of Limited Partnership of LaSalle Hotel Operating Partnership, L.P., dated as of March 4, 2013(14)
10.12	Form of Management Agreement(3)
10.13	Form of Lease with Affiliated Lessees(3)
10.14	Form of First Amendment to Lease with Affiliated Lessee(15)
10.15	Form of Second Amendment to Lease with Affiliate Lessee(15)
10.16	LaSalle Hotel Properties 1998 Share Option and Incentive Plan, as amended through April 21, 2005(16)*
10.17	LaSalle Hotel Properties 2009 Equity Incentive Plan(17)*
10.18	LaSalle Hotel Properties 2014 Equity Incentive Plan(18)*
10.19	Amendment to the LaSalle Hotel Properties 2014 Equity Incentive Plan(19)*
10.20	Trustee Fee Deferral Program(20)*
10.21	Form of Time-Based Restricted Share Award Agreement(21)*
10.22	Form of Performance-Based Restricted Share Award Agreement(21)*
10.23	Amended and Restated Severance Agreement between Michael D. Barnello and LaSalle Hotel Properties effective October 19, 2009(22)*

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Exhibit Number	Description of Exhibit
10.24	Severance Agreement between Alfred L. Young and LaSalle Hotel Properties effective November 3, 2009(22)*
10.25	Severance Agreement between Bruce A. Riggins and LaSalle Hotel Properties effective January 24, 2011(23)*
10.26	Offer Letter to Michael D. Barnello(24)*
10.27	Offer Letter to Alfred L. Young(25)*
10.28	Offer Letter to Bruce A. Riggins(26)*
10.29	Form of Indemnification Agreement(27)*
10.30	Amended and Restated Senior Unsecured Credit Agreement, dated January 8, 2014, among LaSalle Hotel Operating Partnership, L.P., LaSalle Hotel Properties, and Citibank, N.A., as Administrative Agent, Bank of Montreal and The Royal Bank of Scotland plc, as Co-Syndication Agents, and the other lenders named therein(28)
10.31	Second Amendment to the Amended and Restated Senior Unsecured Credit Agreement, dated as of November 5, 2015, among LaSalle Hotel Operating Partnership, L.P., LaSalle Hotel Properties, and Citibank, N.A., as Administrative Agent, and the other lenders named therein, and including the First Letter Amendment, dated as of June 20, 2014
10.32	Senior Unsecured Term Loan Agreement, dated as of January 8, 2014, among LaSalle Hotel Operating Partnership, L.P., LaSalle Hotel Properties, and Citibank, N.A., as Administrative Agent, Compass Bank and U.S. Bank National Association, as Co-Syndication Agents, and the other lenders named therein(28)
10.33	Second Amendment to the Senior Unsecured Term Loan Agreement, dated as of November 5, 2015, among LaSalle Hotel Operating Partnership, L.P., LaSalle Hotel Properties, and Citibank, N.A., as Administrative Agent, and the other lenders named therein, and including the First Letter Amendment, dated as of June 20, 2014
10.34	Senior Unsecured Term Loan Agreement, dated as of November 5, 2015, among LaSalle Hotel Operating Partnership, L.P., LaSalle Hotel Properties, and Citibank, N.A., as Administrative Agent, Bank of Montreal and U.S. Bank National Association, as Co-Syndication Agents, Citigroup Global Markets Inc., BMO Capital Markets, and U.S. Bank National Association, as Joint Lead Arrangers and Joint Book Running Managers, and the other lenders named therein(29)
12.1	Computation of the Registrant’s Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Share Dividends
21.1	List of Subsidiaries
23.1	Consent of KPMG LLP
24.1	Power of Attorney (included in Part IV of this Annual report on Form 10-K)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
101	The following financial statements from LaSalle Hotel Properties’ Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 18, 2016, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements

* Represents management contract or compensatory plan or agreement.

(1) Previously filed as an exhibit to the Registrant's Annual Report on Form 10-K filed with the SEC on February 18, 2015 and incorporated herein by reference.

(2) Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on February 1, 2010 and incorporated herein by reference.

(3) Previously filed as an exhibit to Amendment No. 1 to the Registrant’s Registration Statement on Form S-11 (No. 333-45647) filed with the SEC on April 2, 1998 and incorporated herein by reference.

(4) Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q (No. 001-14045) filed with the SEC on August 14, 1998 and incorporated herein by reference.

(5) Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on March 12, 2002 and incorporated herein by reference.

47

(6) Previously filed as an exhibit to Registrant’s Annual report on Form 10-K filed with the SEC on February 23, 2006 and incorporated herein by reference.

(7) Previously filed as an exhibit to Registrant’s Current Report on Form 8-K filed with the SEC on August 16, 2005 and incorporated herein by reference.

(8) Previously filed as an exhibit to Registrant’s Current Report on Form 8-K filed with the SEC on August 24, 2005 and incorporated herein by reference.

(9) Previously filed as an exhibit to Registrant’s Current Report on Form 8-K filed with the SEC on February 9, 2006 and incorporated herein by reference.

(10) Previously filed as an exhibit to Registrant’s Current Report on Form 8-K filed with the SEC on September 28, 2006 and incorporated herein by reference.

(11) Previously filed as an exhibit to Registrant’s Current Report on Form 8-K filed with the SEC on November 17, 2006 and incorporated herein by reference.

(12) Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on April 17, 2009 and incorporated herein by reference.

(13) Previously filed as an exhibit to Registrant’s Current Report on Form 8-K filed with the SEC on January 24, 2011 and incorporated herein by reference.

(14) Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on March 4, 2013 and incorporated herein by reference.

(15) Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q (No. 001-14045) filed with the SEC on May 12, 1999 and incorporated herein by reference.

(16) Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (No. 333-125058) filed with the SEC on May 19, 2005 and incorporated herein by reference.

(17) Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (No. 333-158873) filed with the SEC on April 28, 2009 and incorporated herein by reference.

(18) Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on May 9, 2014 and incorporated herein by reference.

(19) Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on January 28, 2015 and incorporated herein by reference.

(20) Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-8 filed with the SEC on May 30, 2014 and incorporated herein by reference.

(21) Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 23, 2014 and incorporated herein by reference.

(22) Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2010 and incorporated herein by reference.

(23) Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 23, 2011 and incorporated herein by reference.

(24) Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on June 2, 2008 and incorporated herein by reference.

(25) Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on October 6, 2009 and incorporated herein by reference.

(26) Previously filed as an exhibit to Registrant’s Current Report on Form 8-K filed with the SEC on January 5, 2011 and incorporated herein by reference.

(27) Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on November 12, 2008 and incorporated herein by reference.

(28) Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 23, 2014 and incorporated herein by reference.

(29) Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on November 9, 2015 and incorporated herein by reference.

48

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		LASALLE HOTEL PROPERTIES
Date:	February 18, 2016	BY:	/S/    BRUCE A. RIGGINS
			Bruce A. Riggins Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and trustees of LaSalle Hotel Properties, hereby severally constitute Michael D. Barnello, Bruce A. Riggins and Alfred L. Young, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and trustees to enable LaSalle Hotel Properties to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date	Signature
February 18, 2016	/s/    MICHAEL D. BARNELLO	Trustee, President and Chief Executive Officer (Principal Executive Officer)
	Michael D. Barnello
February 18, 2016	/s/    DENISE M. COLL	Trustee
	Denise M. Coll
February 18, 2016	/s/     JEFFREY T. FOLAND	Trustee
	Jeffrey T. Foland
February 18, 2016	/s/    DARRYL HARTLEY-LEONARD	Trustee
	Darryl Hartley-Leonard
February 18, 2016	/s/    WILLIAM S. MCCALMONT	Trustee
	William S. McCalmont
February 18, 2016	/s/    STUART L. SCOTT	Chairman of the Board of Trustees
	Stuart L. Scott
February 18, 2016	/s/    DONALD A. WASHBURN	Trustee
	Donald A. Washburn
February 18, 2016	/s/    BRUCE A. RIGGINS	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
	Bruce A. Riggins

49

LASALLE HOTEL PROPERTIES

Index to Financial Statements

Reports of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2015 and 2014	F-4
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2015, 2014 and 2013	F-5
Consolidated Statements of Equity for the years ended December 31, 2015, 2014 and 2013	F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013	F-9
Notes to Consolidated Financial Statements	F-10
Schedule III–Real Estate and Accumulated Depreciation	F-40

F-1

Report of Independent Registered Public Accounting Firm

The Shareholders and Board of Trustees

LaSalle Hotel Properties:

We have audited the accompanying consolidated balance sheets of LaSalle Hotel Properties (the Company) as of December 31, 2015 and 2014, and the related consolidated statements of operations and comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2015. In connection with our audits of the consolidated financial statements, we also have audited financial statement schedule III. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of LaSalle Hotel Properties as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), LaSalle Hotel Properties’ internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 18, 2016, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Chicago, Illinois

February 18, 2016

F-2

Report of Independent Registered Public Accounting Firm

The Shareholders and Board of Trustees

LaSalle Hotel Properties:

We have audited LaSalle Hotel Properties’ (the Company) internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). LaSalle Hotel Properties’ management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, LaSalle Hotel Properties maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—IntegratedFramework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of LaSalle Hotel Properties as of December 31, 2015 and 2014, and the related consolidated statements of operations and comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2015, and our report dated February 18, 2016, expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Chicago, Illinois

February 18, 2016

F-3

LASALLE HOTEL PROPERTIES

Consolidated Balance Sheets

(in thousands, except share data)

	December 31, 2015			December 31, 2014
Assets:
Investment in hotel properties, net (Note 3)	$	3,817,676		$	3,428,556
Note receivable (Note 3)	80,000			0
Property under development (Note 3)	54,066			35,613
Cash and cash equivalents	5,700			114,131
Restricted cash reserves (Note 5)	26,443			21,570
Hotel receivables (net of allowance for doubtful accounts of $355 and $300, respectively)	39,038			30,338
Deferred financing costs, net	8,818			6,564
Deferred tax assets (Note 9)	3,566			1,832
Prepaid expenses and other assets	39,510			61,730
Total assets	$	4,074,817		$	3,700,334
Liabilities:
Borrowings under credit facilities (Note 4)	$	21,000		$	0
Term loans (Note 4)	855,000			477,500
Bonds payable (Note 4)	42,500			42,500
Mortgage loans (Note 4)	511,294			501,090
Accounts payable and accrued expenses	181,854			162,220
Advance deposits	28,471			19,447
Accrued interest	3,276			3,729
Distributions payable	53,939			45,462
Total liabilities	1,697,334			1,251,948
Commitments and contingencies (Note 5)
Equity:
Shareholders’ Equity:
Preferred shares of beneficial interest, $0.01 par value (liquidation preference of $178,750), 40,000,000 shares authorized; 7,150,000 shares issued and outstanding (Note 6)	72			72
Common shares of beneficial interest, $0.01 par value, 200,000,000 shares authorized; 113,115,442 shares issued and 112,959,547 shares outstanding, and 112,828,536 shares issued and 112,824,508 shares outstanding, respectively (Note 6)	1,131			1,127
Treasury shares, at cost (Note 6)	(4,798		)	(138		)
Additional paid-in capital, net of offering costs of $80,205 and $80,124, respectively	2,684,010			2,673,888
Accumulated other comprehensive (loss) income (Note 4)	(97		)	748
Distributions in excess of retained earnings	(306,051		)	(233,988		)
Total shareholders’ equity	2,374,267			2,441,709
Noncontrolling Interests:
Noncontrolling interests in consolidated entities	18			17
Noncontrolling interests of common units in Operating Partnership (Note 6)	3,198			6,660
Total noncontrolling interests	3,216			6,677
Total equity	2,377,483			2,448,386
Total liabilities and equity	$	4,074,817		$	3,700,334

The accompanying notes are an integral part of these consolidated financial statements.

F-4

LASALLE HOTEL PROPERTIES

Consolidated Statements of Operations and Comprehensive Income

(in thousands, except share data)

	For the year ended
	December 31,
	2015			2014			2013
Revenues:
Hotel operating revenues:
Room	$	849,523		$	773,801		$	667,444
Food and beverage	274,286			253,656			238,682
Other operating department	84,782			74,000			63,230
Total hotel operating revenues	1,208,591			1,101,457			969,356
Other income	7,993			8,321			7,937
Total revenues	1,216,584			1,109,778			977,293
Expenses:
Hotel operating expenses:
Room	215,944			196,952			170,555
Food and beverage	190,069			183,530			165,855
Other direct	17,514			23,800			22,445
Other indirect (Note 8)	301,004			264,508			237,386
Total hotel operating expenses	724,531			668,790			596,241
Depreciation and amortization	180,855			155,035			143,991
Real estate taxes, personal property taxes and insurance	65,438			57,805			53,374
Ground rent (Note 5)	16,076			14,667			11,117
General and administrative	25,197			23,832			22,001
Acquisition transaction costs (Note 3)	499			2,379			2,646
Other expenses	17,225			7,369			9,361
Total operating expenses	1,029,821			929,877			838,731
Operating income	186,763			179,901			138,562
Interest income	2,938			1,812			9,679
Interest expense	(54,333		)	(56,628		)	(57,516		)
Loss from extinguishment of debt (Note 4)	(831		)	(2,487		)	0
Income before income tax benefit (expense)	134,537			122,598			90,725
Income tax benefit (expense) (Note 9)	1,292			(2,306		)	(470		)
Income before gain on sale of properties	135,829			120,292			90,255
Gain on sale of properties (Note 3)	0			93,205			0
Net income	135,829			213,497			90,255
Net income attributable to noncontrolling interests:
Noncontrolling interests in consolidated entities	(16		)	(16		)	(17		)
Noncontrolling interests of common units in Operating Partnership (Note 6)	(261		)	(636		)	(303		)
Net income attributable to noncontrolling interests	(277		)	(652		)	(320		)
Net income attributable to the Company	135,552			212,845			89,935
Distributions to preferred shareholders	(12,169		)	(14,333		)	(17,385		)
Issuance costs of redeemed preferred shares (Note 6)	0			(951		)	(1,566		)
Net income attributable to common shareholders	$	123,383		$	197,561		$	70,984

F-5

LASALLE HOTEL PROPERTIES

Consolidated Statements of Operations and Comprehensive Income - Continued

(in thousands, except share data)

	For the year ended
	December 31,
	2015			2014			2013
Earnings per Common Share - Basic (Note 11):
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	1.09		$	1.89		$	0.73
Earnings per Common Share - Diluted (Note 11):
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	1.09		$	1.88		$	0.73
Weighted average number of common shares outstanding:
Basic	112,685,235			104,188,785			97,041,484
Diluted	113,096,420			104,545,895			97,228,671
Comprehensive Income:
Net income	$	135,829		$	213,497		$	90,255
Other comprehensive income:
Unrealized (loss) gain on interest rate derivative instruments (Note 4)	(5,682		)	(8,276		)	8,127
Reclassification adjustment for amounts recognized in net income (Note 4)	4,835			4,410			4,248
	134,982			209,631			102,630
Comprehensive income attributable to noncontrolling interests:
Noncontrolling interests in consolidated entities	(16		)	(16		)	(17		)
Noncontrolling interests of common units in Operating Partnership (Note 6)	(259		)	(625		)	(340		)
Comprehensive income attributable to noncontrolling interests	(275		)	(641		)	(357		)
Comprehensive income attributable to the Company	$	134,707		$	208,990		$	102,273

The accompanying notes are an integral part of these consolidated financial statements.

F-6

LASALLE HOTEL PROPERTIES

Consolidated Statements of Equity

(in thousands, except per share/unit data)

	Preferred Shares of Beneficial Interest			Common Shares of Beneficial Interest		Treasury Shares			Additional Paid-In Capital			Accumulated Other Comprehensive (Loss) Income			Distributions in Excess of Retained Earnings			Total Shareholders’ Equity			Noncontrolling Interests in Consolidated Entities			Noncontrolling Interests of Common Units in Operating Partnership			Total Noncontrolling Interests			Total Equity
Balance, December 31, 2012	$	91		$	955	$	(886	)	$	2,118,705		$	(7,735	)	$	(258,004	)	$	1,853,126		$	18		$	5,786		$	5,804		$	1,858,930
Issuance of shares, net of offering costs	44			84		262			354,122			0			0			354,512			0			0			0			354,512
Redemption of preferred shares	(40		)	0		0			(98,394		)	0			(1,566		)	(100,000		)	0			0			0			(100,000		)
Repurchase of common shares into treasury	0			0		(3		)	0			0			0			(3		)	0			0			0			(3		)
Deferred compensation, net	0			0		613			5,026			0			0			5,639			0			0			0			5,639
Adjustments to noncontrolling interests	0			0		0			(213		)	0			0			(213		)	0			213			213			0
Distributions on earned shares from share awards with market conditions	0			0		0			0			0			(20		)	(20		)	0			0			0			(20		)
Distributions on common shares/units ($0.96 per share/unit)	0			0		0			0			0			(94,538		)	(94,538		)	0			(285		)	(285		)	(94,823		)
Distributions on preferred shares	0			0		0			0			0			(17,385		)	(17,385		)	(17		)	0			(17		)	(17,402		)
Net income	0			0		0			0			0			89,935			89,935			17			303			320			90,255
Other comprehensive income:
Unrealized gain on interest rate derivative instruments	0			0		0			0			8,103			0			8,103			0			24			24			8,127
Reclassification adjustment for amounts recognized in net income	0			0		0			0			4,235			0			4,235			0			13			13			4,248
Balance, December 31, 2013	$	95		$	1,039	$	(14	)	$	2,379,246		$	4,603		$	(281,578	)	$	2,103,391		$	18		$	6,054		$	6,072		$	2,109,463
Issuance of shares, net of offering costs	0			88		0			348,987			0			0			349,075			0			0			0			349,075
Redemption of preferred shares	(23		)	0		0			(57,757		)	0			(951		)	(58,731		)	0			0			0			(58,731		)
Repurchase of common shares into treasury	0			0		(2,936		)	0			0			0			(2,936		)	0			0			0			(2,936		)
Deferred compensation, net	0			0		2,812			3,809			0			0			6,621			0			0			0			6,621
Adjustments to noncontrolling interests	0			0		0			(397		)	0			0			(397		)	0			397			397			0
Distributions on earned shares from share awards with market conditions	0			0		0			0			0			(314		)	(314		)	0			0			0			(314		)
Distributions on common shares/units ($1.41 per share/unit)	0			0		0			0			0			(149,657		)	(149,657		)	0			(416		)	(416		)	(150,073		)
Distributions on preferred shares	0			0		0			0			0			(14,333		)	(14,333		)	(17		)	0			(17		)	(14,350		)
Net income	0			0		0			0			0			212,845			212,845			16			636			652			213,497
Other comprehensive income:
Unrealized loss on interest rate derivative instruments	0			0		0			0			(8,252		)	0			(8,252		)	0			(24		)	(24		)	(8,276		)
Reclassification adjustment for amounts recognized in net income	0			0		0			0			4,397			0			4,397			0			13			13			4,410
Balance, December 31, 2014	$	72		$	1,127	$	(138	)	$	2,673,888		$	748		$	(233,988	)	$	2,441,709		$	17		$	6,660		$	6,677		$	2,448,386

F-7

LASALLE HOTEL PROPERTIES

Consolidated Statements of Equity - Continued

(in thousands, except per share/unit data)

	Preferred Shares of Beneficial Interest		Common Shares of Beneficial Interest		Treasury Shares			Additional Paid-In Capital		Accumulated Other Comprehensive (Loss) Income			Distributions in Excess of Retained Earnings			Total Shareholders’ Equity			Noncontrolling Interests in Consolidated Entities			Noncontrolling Interests of Common Units in Operating Partnership			Total Noncontrolling Interests			Total Equity
Issuance of shares, net of offering costs	0		2		955			838		0			0			1,795			0			0			0			1,795
Repurchase of common shares into treasury	0		0		(7,424		)	0		0			0			(7,424		)	0			0			0			(7,424		)
Unit conversion	0		2		0			3,398		0			0			3,400			0			(3,400		)	(3,400		)	0
Deferred compensation, net	0		0		1,809			5,872		0			0			7,681			0			0			0			7,681
Adjustments to noncontrolling interests	0		0		0			14		0			0			14			0			(14		)	(14		)	0
Distributions on earned shares from share awards with market conditions	0		0		0			0		0			(334		)	(334		)	0			0			0			(334		)
Distributions on common shares/units ($1.73 per share/unit)	0		0		0			0		0			(195,112		)	(195,112		)	0			(307		)	(307		)	(195,419		)
Distributions on preferred shares	0		0		0			0		0			(12,169		)	(12,169		)	(15		)	0			(15		)	(12,184		)
Net income	0		0		0			0		0			135,552			135,552			16			261			277			135,829
Other comprehensive income:
Unrealized loss on interest rate derivative instruments	0		0		0			0		(5,668		)	0			(5,668		)	0			(14		)	(14		)	(5,682		)
Reclassification adjustment for amounts recognized in net income	0		0		0			0		4,823			0			4,823			0			12			12			4,835
Balance, December 31, 2015	$	72	$	1,131	$	(4,798	)	$	2,684,010	$	(97	)	$	(306,051	)	$	2,374,267		$	18		$	3,198		$	3,216		$	2,377,483

The accompanying notes are an integral part of these consolidated financial statements.

F-8

LASALLE HOTEL PROPERTIES

Consolidated Statements of Cash Flows

(in thousands)

	For the year ended
	December 31,
	2015			2014			2013
Cash flows from operating activities:
Net income	$	135,829		$	213,497		$	90,255
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	180,855			155,035			143,991
Amortization of deferred financing costs, mortgage premium and note receivable discount	2,631			1,142			(348		)
Loss from extinguishment of debt	831			2,487			0
Gain on sale of properties	0			(93,205		)	0
Amortization of deferred compensation	7,681			6,621			5,639
Deferred income tax benefit	(1,734		)	(335		)	(211		)
Allowance for doubtful accounts	55			(44		)	(1		)
Other	466			404			449
Changes in assets and liabilities:
Restricted cash reserves	2,332			(912		)	157
Hotel receivables	(7,384		)	(177		)	(1,987		)
Prepaid expenses and other assets	(4,965		)	(940		)	(8,277		)
Accounts payable and accrued expenses	14,416			(1,581		)	16,633
Advance deposits	6,959			1,343			(244		)
Accrued interest	(453		)	(99		)	(491		)
Net cash provided by operating activities	337,519			283,236			245,565
Cash flows from investing activities:
Additions to properties	(129,963		)	(97,526		)	(58,077		)
Improvements to properties	(12,965		)	(4,583		)	(61,662		)
Acquisition of properties	(439,157		)	(191,111		)	(302,135		)
Deposit on acquisition	25,000			(25,000		)	0
Purchase of office furniture and equipment	(143		)	(799		)	(47		)
Acquisition of note receivable	(80,000		)	0			0
Repayment of note receivable	0			72,000			0
Restricted cash reserves	(7,205		)	(934		)	(967		)
Proceeds from sale of properties	0			167,838			0
Property insurance proceeds	2,431			2,114			843
Net cash used in investing activities	(642,002		)	(78,001		)	(422,045		)
Cash flows from financing activities:
Borrowings under credit facilities	830,807			537,828			478,332
Repayments under credit facilities	(809,807		)	(758,434		)	(410,726		)
Borrowings on term loan	555,000			0			0
Repayments of term loan	(177,500		)	0			0
Proceeds from mortgage loan	225,000			0			0
Repayments of mortgage loans	(214,796		)	(13,325		)	(64,687		)
Payment of deferred financing costs	(5,716		)	(5,170		)	(68		)
Purchase of treasury shares	(7,424		)	(2,936		)	(3		)
Proceeds from issuance of preferred shares	0			0			110,000
Payment of preferred offering costs	0			0			(3,648		)
Proceeds from issuance of common shares	0			352,222			251,478
Payment of common offering costs	(251		)	(3,557		)	(3,759		)
Distributions on earned shares from share awards with market conditions	(334		)	(314		)	(20		)
Redemption of preferred shares	0			(58,722		)	(100,000		)
Distributions on preferred shares	(12,184		)	(15,413		)	(17,460		)
Distributions on common shares/units	(186,743		)	(136,671		)	(84,661		)
Net cash provided by (used in) financing activities	196,052			(104,492		)	154,778
Net change in cash and cash equivalents	(108,431		)	100,743			(21,702		)
Cash and cash equivalents, beginning of year	114,131			13,388			35,090
Cash and cash equivalents, end of year	$	5,700		$	114,131		$	13,388

The accompanying notes are an integral part of these consolidated financial statements.

F-9

LASALLE HOTEL PROPERTIES

Notes to Consolidated Financial Statements

(in thousands, except share/unit data)

1. Organization

LaSalle Hotel Properties (the “Company”), a Maryland real estate investment trust organized on January 15, 1998, primarily buys, owns, redevelops and leases upscale and luxury full-service hotels located in convention, resort and major urban business markets. The Company is a self-administered and self-managed real estate investment trust (“REIT”) as defined in the Internal Revenue Code of 1986, as amended (the “Code”). As a REIT, the Company is generally not subject to federal corporate income tax on that portion of its net income that is currently distributed to its shareholders. The income of LaSalle Hotel Lessee, Inc. (together with its wholly owned subsidiaries, “LHL”), the Company’s wholly owned taxable REIT subsidiary (“TRS”), is subject to taxation at normal corporate rates.

As of December 31, 2015, the Company owned interests in 47 hotels with over 12,000 guest rooms located in 10 states and the District of Columbia. Each hotel is leased to LHL (see Note 8) under a participating lease that provides for rental payments equal to the greater of (i) a base rent or (ii) a participating rent based on hotel revenues. The LHL leases expire between December 2016 and December 2018. Lease revenue from LHL is eliminated in consolidation. A third-party non-affiliated hotel operator manages each hotel pursuant to a hotel management agreement.

Substantially all of the Company’s assets are held directly or indirectly by, and all of its operations are conducted through, LaSalle Hotel Operating Partnership, L.P. (the “Operating Partnership”). The Company is the sole general partner of the Operating Partnership. The Company owned, through a combination of direct and indirect interests, 99.9% of the common units of the Operating Partnership at December 31, 2015. The remaining 0.1% is held by limited partners who held 145,223 common units of the Operating Partnership at December 31, 2015. See Note 6 for additional disclosures related to common units of the Operating Partnership.

2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of the Company, the Operating Partnership, LHL and their subsidiaries in which they have a controlling interest, including joint ventures. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, the amounts of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Risks and Uncertainties

The state of the overall economy can significantly impact hotel operational performance and thus, impact the Company’s financial position. Should any of the hotels experience a significant decline in operational performance, it may affect the Company’s ability to make distributions to its shareholders, service debt or meet other financial obligations.

Investment in Hotel Properties

Upon acquisition, the Company determines the fair value of the acquired long-lived assets, assumed debt and intangible assets and liabilities. The Company’s investments in hotel properties are carried at cost and depreciated using the straight-line method over an estimated useful life of 30 to 40 years for buildings, 15 years for building improvements, the shorter of the useful life of the improvement or the term of the related tenant lease for tenant improvements, 7 years for land improvements, 20 years for golf course land improvements, 20 years for swimming pool assets and 3 to 5 years for furniture, fixtures and equipment. For investments subject to land and building leases that qualify as capital leases, assets are recorded at the estimated fair value of the right to use the leased property at acquisition and depreciated over the shorter of the useful lives of the assets or the term of the respective lease. Renovations and/or replacements that improve or extend the life of the asset are capitalized and depreciated over their estimated useful lives.

The Company is required to make subjective assessments as to the useful lives and classification of its properties for purposes of determining the amount of depreciation expense to reflect each year with respect to those properties. These assessments have

F-10

a direct impact on the Company’s net income. Should the Company change the expected useful life or classification of particular assets, it would result in a change in depreciation expense and annual net income.

The Company reviews each hotel for impairment at the end of each reporting period or as events and circumstances dictate throughout the year. A property is considered impaired when the sum of estimated future undiscounted cash flows over the estimated remaining holding period is less than the carrying amount of a property.

At the end of each reporting period, the Company assesses whether any quantitative or qualitative triggering events have occurred in relation to a property. Examples of situations considered to be triggering events include:

• a substantial decline in operating cash flows during the period, including declines related to decreased occupancy, average daily rate or revenue per available room;

• a current or projected loss from operations;

• a significant cost accumulation above the original acquisition/development estimate;

• a change in plan to sell the property prior to the end of its useful life or holding period;

• a significant decrease in market price not in line with general market trends; and

• any other quantitative or qualitative events deemed significant by the Company’s management or the Company’s Board of Trustees.

If the presence of one or more triggering events as described above is identified at the end of a reporting period or throughout the year with respect to a hotel, the Company performs a recoverability test. In doing so, an estimate of undiscounted future cash flows over the estimated remaining holding period is compared to the carrying amount of the hotel.

Impairment is indicated if the results of a recoverability analysis indicate that the carrying amount of a hotel exceeds the estimated future undiscounted cash flows. An impairment charge is recorded equal to the excess of the carrying value of the hotel over the fair value. When determining the fair value of a property, the Company makes certain assumptions including, but not limited to, consideration of:

• projected operating cash flows – considering factors such as booking pace, growth rates, occupancy, room rates, property-specific operating costs and future capital expenditures;

• projected cash flows from the eventual disposition of the hotel based upon our estimation of a property-specific capitalization rate;

• property-specific discount rates; and

• comparable selling prices.

The Company considers a hotel as held for sale when a contract for sale is entered into, a substantial nonrefundable deposit has been received from the purchaser and sale is expected to occur within one year.

Upon sale of a hotel, the Company determines its profit from the sale under the full accrual method provided the following applicable criteria are met: a sale is consummated; the buyer’s initial and continuing investments are adequate to demonstrate a commitment to pay for the property; the Company’s receivable, if applicable, is not subject to future subordination; the Company has transferred to the buyer the usual risks and rewards of ownership; and the Company does not have a substantial continuing involvement with the property. If all of these conditions are met, the Company will recognize the full profit on the sale.

Intangible Assets

The Company does not amortize intangible assets with indefinite useful lives. Non-amortizable intangible assets are reviewed annually for impairment and more frequently if events or circumstances indicate that the assets may be impaired. If a non-amortizable intangible asset is subsequently determined to have a finite useful life, the intangible asset will be written down to the lower of its fair value or carrying amount and then amortized prospectively, based on the remaining useful life of the intangible asset. As of December 31, 2015 and 2014, the Company did not have amortizable intangible assets or any value attributed to such non-amortizable intangible assets in the accompanying consolidated balance sheets.

F-11

Derivatives and Hedging Activities

In the normal course of business, the Company is exposed to the effects of interest rate changes. The Company limits the risks associated with interest rate changes by following established risk management policies and procedures which may include the use of derivative instruments. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract and are recorded on the balance sheet at fair value, with offsetting changes recorded to other comprehensive income (loss). Ineffective portions of changes in the fair value of a cash flow hedge are recognized as interest expense. The Company incorporates credit valuation adjustments to reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedging instruments under the accounting requirements for derivatives and hedging.

Cash and Cash Equivalents

All highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents.

Restricted Cash Reserves

The Company classifies certain cash balances as restricted cash reserves, including (i) reserve funds relating to the hotels with leases or operating agreements requiring the Company to maintain restricted cash to fund future capital expenditures, (ii) cash deposited in mortgage escrow accounts pursuant to mortgage obligations to pre-fund a portion of certain operating expenses and debt payments and (iii) cash held by insurance and management companies on the Company’s behalf to be refunded or applied to future liabilities.

Deferred Financing Costs

Financing costs related to long-term debt are recorded at cost and are amortized as interest expense over the life of the related debt instrument, unless there is a significant modification to the debt instrument. Accumulated amortization at December 31, 2015 and 2014 was $5,109 and $3,436, respectively.

Revenue Recognition

The Company recognizes hotel operating revenues on an accrual basis consistent with hotel operations. For retail operations, revenue is recognized on a straight line basis over the lives of the retail leases. Revenue from retail operations is included in other income in the accompanying consolidated statements of operations and comprehensive income.

Participating Leases

The participating leases have non-cancelable terms of three years (from commencement), subject to earlier termination upon the occurrence of certain contingencies, as defined. Each participating lease requires LHL to pay the Operating Partnership or subsidiary the greater of (i) base rent in a fixed amount or (ii) participating rent based on certain percentages of room revenue, food and beverage revenue, telephone revenue and other revenue at the applicable hotel. Participating rent applicable to room and other hotel revenues varies by lease and is calculated by multiplying fixed percentages by the total amounts of such revenues over specified quarterly threshold amounts. Both the base rent and the participating rent thresholds used in computing percentage rents applicable to room and other hotel revenues, including food and beverage revenues, are subject to annual adjustments based on increases in the United States Consumer Price Index published by the Bureau of Labor Statistics of the United States of America Department of Labor, U.S. City Average, Urban Wage Earners and Clerical Workers. Lease revenue from LHL is eliminated in consolidation.

Share-Based Compensation

From time to time, the Company awards shares under the 2014 Equity Incentive Plan (“2014 Plan”), which has approximately eight years remaining, as compensation to executives, employees and members of the Board of Trustees (see Note 7). The shares issued to executives and employees generally vest over three years. The shares issued to members of the Board of Trustees vest immediately upon issuance. The Company recognizes compensation expense for nonvested shares with service conditions or service and market conditions on a straight-line basis over the vesting period based upon the fair value of the shares on the date of issuance, adjusted for forfeitures. Compensation expense for nonvested shares with service and performance conditions is recognized based on the fair value of the estimated number of shares expected to vest, as revised throughout the vesting period, adjusted for forfeitures. The 2014 Plan replaced the 2009 Equity Incentive Plan (“2009 Plan”) in May 2014.

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Noncontrolling Interests

The Company’s consolidated financial statements include entities in which the Company has a controlling financial interest. Noncontrolling interest is the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. Such noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. On the consolidated statements of operations and comprehensive income (loss), revenues, expenses and net income or loss from less-than-wholly-owned subsidiaries are reported at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests. Income or loss is allocated to noncontrolling interests based on their weighted average ownership percentage for the applicable period. Consolidated statements of equity include beginning balances, activity for the period and ending balances for shareholders’ equity, noncontrolling interests and total equity.

However, the Company’s noncontrolling interests that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, must be classified outside of permanent equity. The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions. Additionally, with respect to noncontrolling interests for which the Company has a choice to settle the contract by delivery of its own shares, the Company evaluates whether the Company controls the actions or events necessary to issue the maximum number of shares that could be required to be delivered under share settlement of the contract.

As of December 31, 2015, the consolidated results of the Company include the following ownership interests held by owners other than the Company: (i) the common units in the Operating Partnership held by third parties, (ii) the outside preferred ownership interests in a subsidiary and (iii) the outside ownership interest in a joint venture.

Income Taxes

The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Code commencing with its taxable year ended December 31, 1998. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted taxable income to its shareholders. It is the Company’s current intention to adhere to these requirements and maintain the Company’s qualification for taxation as a REIT. As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its net income that is currently distributed to shareholders. If the Company fails to qualify for taxation as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through a TRS is subject to federal, state and local income taxes. As a wholly owned TRS of the Company, LHL is required to pay income taxes at the applicable federal, state and local rates.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. The Company’s deferred tax assets balance consists primarily of net operating loss carryforwards (see Note 9).

Earnings per Common Share

Basic earnings per common share is based on the weighted average number of common shares of beneficial interest outstanding during the year excluding the weighted average number of unvested restricted shares (“participating securities” as defined in Note 11). The basic earnings per share calculation excludes the effect of such participating securities. Diluted earnings per common share is based on the basic weighted average number of common shares of beneficial interest outstanding plus the effect of in-the-money stock options and compensation-related shares. Any anti-dilutive shares are excluded from the diluted earnings per share calculation.

Comprehensive Income

The purpose of reporting comprehensive income is to report a measure of all changes in equity of an entity that result from recognized transactions and other economic events of the period other than transactions with owners in their capacity as owners. Comprehensive income consists of all components of income, including other comprehensive income, which is excluded from net income. For the years ended December 31, 2015, 2014 and 2013, comprehensive income was $134,982, $209,631 and $102,630,

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respectively. As of December 31, 2015, the Company’s accumulated other comprehensive loss was $97 and, as of December 31, 2014, the Company’s accumulated other comprehensive income was $748.

Notes Receivable

Notes receivable are carried at cost, net of any premiums or discounts which are recognized as an adjustment of yield over the remaining life of the note using the effective interest method. Any costs related to notes receivable are expensed as incurred. Interest income is recorded on the accrual basis consistent with the terms of the notes receivable. A note is deemed to be impaired when, based on current information and events, including a review of factors that would impact the fair value of the underlying collateral, it is probable that the Company will be unable to collect all principal and interest contractually due. The Company considers current and projected cash flow, historical payment patterns, general and industry specific economic factors and operating results in determining the probability of default. Interest previously accrued but not collected becomes part of the Company’s recorded investment in the note receivable for purposes of assessing impairment. The Company applies interest payments received on non-accrual notes receivable first to accrued interest and then as interest income. Notes receivable return to accrual status when contractually current and the collection of future payments is reasonably assured.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2018. Early adoption is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU No. 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which changes the way reporting enterprises evaluate the consolidation of limited partnerships, variable interests and similar entities. This standard will be effective for the first annual reporting period beginning after December 15, 2015 with early adoption permitted. The Company is evaluating the effect that ASU No. 2015-02 will have on its consolidated financial statements and related disclosures, but believes it will not have a material impact on its financial reporting.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented on the balance sheet as a direct deduction from the carrying amount of the debt liability. This standard will be effective for the first annual reporting period beginning after December 15, 2015 with early adoption permitted. The adoption of this standard will only affect the presentation of the Company’s consolidated balance sheet.

In April 2015, the FASB issued ASU No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in Cloud Computing Arrangement, which provides guidance on customer evaluation of whether it is obtaining a software license or, instead, a service in a cloud computing arrangement with the same evaluation undertaken by the provider. This standard will be effective for the first annual reporting period beginning after December 15, 2015 with early adoption permitted. The Company is evaluating the effect that ASU No. 2015-05 will have on its consolidated financial statements andrelated disclosures, but believes it will not have a material impact on its financial reporting.

Reclassification

Certain amounts in the 2013 and 2014 financial statements have been reclassified to conform with the 2015 presentation.

3. Investment in Properties

Investment in hotel properties as of December 31, 2015 and 2014 consists of the following:

	December 31, 2015			December 31, 2014
Land	$	731,796		$	601,962
Buildings and improvements	3,613,724			3,295,233
Furniture, fixtures and equipment	701,742			596,879
Investment in hotel properties, gross	5,047,262			4,494,074
Accumulated depreciation	(1,229,586		)	(1,065,518		)
Investment in hotel properties, net	$	3,817,676		$	3,428,556

F-14

As of December 31, 2015 and 2014, buildings and improvements included capital lease assets of $183,503 and $186,711, respectively, and accumulated depreciation included amounts related to capital lease assets of $20,915 and $15,513, respectively. Depreciation of the capital lease assets is included in depreciation and amortization expense in the accompanying consolidated statements of operations and comprehensive income for all periods presented.

The December 31, 2015 balance of investment in hotel properties excludes $54,066 classified as property under development primarily at Chaminade Resort and Conference Center, Hotel Palomar, Washington, DC, Lansdowne Resort, Mason & Rook Hotel (formerly Hotel Helix), The Liberty Hotel and Westin Michigan Avenue. The December 31, 2014 balance of investment in hotel properties excludes $35,613 classified as property under development primarily at Hotel Chicago, Hyatt Regency Boston Harbor, Sofitel Washington, DC Lafayette Square, The Marker San Francisco (formerly Hotel Monaco San Francisco), Villa Florence, Westin Michigan Avenue and Westin Philadelphia.

Interest, real estate taxes and insurance costs incurred during the renovation or development period are capitalized and depreciated over the lives of the renovated or developed assets. Capitalized interest for the years ended December 31, 2015, 2014 and 2013 was $902, $400 and $649, respectively.

The hotels owned as of December 31, 2015 are located in California (19), the District of Columbia (nine), Florida (two), Illinois (two), Indiana (one), Massachusetts (four), New York (four), Oregon (one), Pennsylvania (two), Virginia (one) and Washington state (two).

Investment in Joint Venture

The Company holds a 99.99% controlling interest in The Liberty Hotel. Since the Company holds a controlling interest, the accounts of the joint venture have been included in the accompanying consolidated financial statements. The 0.01% interest of the outside partner is included in noncontrolling interests in consolidated entities in the accompanying consolidated balance sheets.

Acquisitions

During 2013, the Company acquired 100% interests in four full-service hotels, each of which is leased to LHL. The Company recorded the acquisitions at fair value using model-derived valuations, with the estimated fair value recorded to investment in hotel properties, capital lease obligations and hotel working capital assets and liabilities. In connection with the acquisitions, the Company incurred acquisition transaction costs that were expensed as incurred. The following is a summary of the acquisitions:

							Acquisition Transaction Costs
Hotel Name	Acquisition Date	Number of Rooms	Location	Purchase Price		Manager	For the year ended December 31, 2013
Harbor Court Hotel	August 1, 2013	131	San Francisco, CA	$	36,875	Kimpton Hotel & Restaurant Group, LLC (1)	$	578
Hotel Triton	August 1, 2013	140	San Francisco, CA	10,900		Kimpton Hotel & Restaurant Group, LLC (1)	115
Serrano Hotel	August 21, 2013	236	San Francisco, CA	71,500		Kimpton Hotel & Restaurant Group, LLC (2)	1,010
Southernmost Hotel Collection (2)	August 27, 2013	260	Key West, FL	184,500		Highgate Hotels	943
Total				$	303,775		$	2,646

⁽¹⁾ Effective July 2015, management transitioned to Outrigger Lodging Services.

⁽²⁾ Effective January 29, 2014, management transitioned to Access Hotels & Resorts.

⁽³⁾ Renamed Southernmost Beach Resort Key West.

Harbor Court Hotel and Hotel Triton are subject to leases of land and building, which were determined to be capital leases (see Note 5). Accordingly, at acquisition, the Company recorded capital assets related to its leasehold interests of $54,563 and $37,253 for Harbor Court Hotel and Hotel Triton, respectively, based upon the estimated fair values of the rights to use the leased properties for the remaining terms. The capital assets are included within investment in hotel properties, net. Additionally, the Company recorded furniture, fixtures and equipment and inventory of $736 and $1,399 for Harbor Court Hotel and Hotel Triton, respectively, as part of the acquisitions.

The source of the funding for the 2013 acquisitions was borrowings under the Company’s senior unsecured credit facility. Total revenues and net income from the hotels acquired during 2013 of $26,591 and $2,683, respectively, are included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2013.

F-15

During 2014, the Company acquired 100% interests in two full-service hotels, each of which is leased to LHL. The Company recorded the acquisitions at fair value using model-derived valuations, with the estimated fair value recorded to investment in hotel properties and hotel working capital assets and liabilities. In connection with the acquisitions, the Company incurred acquisition transaction costs that were expensed as incurred. The following is a summary of the acquisitions:

							Acquisition Transaction Costs
Hotel Name	Acquisition Date	Number of Rooms	Location	Purchase Price		Manager	For the year ended December 31, 2014
Hotel Vitale	April 2, 2014	200	San Francisco, CA	$	130,000	Commune Hotels and Resorts	$	1,864
The Heathman Hotel	December 18, 2014	150	Portland, OR	64,325		JRK Hotel Group, Inc.	328
Total for 2014 Acquisitions				$	194,325		$	2,192
Land purchase (adjacent to Onyx Hotel)							64
Park Central San Francisco (1)							123
Total							$	2,379

⁽¹⁾ On January 23, 2015, the Company acquired Park Central San Francisco.

The source of the funding for the April 2, 2014 acquisition was borrowings under the Company’s senior unsecured credit facility. The source of funding for the December 18, 2014 acquisition was cash on hand. Total revenues and net income from the hotels acquired during 2014 of $27,988 and $2,018, respectively, are included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2014.

On April 30, 2014, the Company acquired a parcel of land located adjacent to the Company’s Onyx Hotel in Boston, MA for $2,500. The land is available for future use.

During 2015, the Company acquired 100% interests in two full-service hotels, each of which is leased to LHL. The Company recorded the acquisitions at fair value using model-derived valuations, with the estimated fair value recorded to investment in hotel properties and hotel working capital assets and liabilities. In connection with the acquisitions, the Company incurred acquisition transaction costs that were expensed as incurred. The following is a summary of the acquisitions:

							Acquisition Transaction Costs
Hotel Name	Acquisition Date	Number of Rooms	Location	Purchase Price		Manager	For the year ended December 31, 2015
Park Central San Francisco	January 23, 2015	681	San Francisco, CA	$	350,000	Highgate Hotels	$	230
The Marker Waterfront Resort	March 16, 2015	96	Key West, FL	96,250		Highgate Hotels	214
Total for 2015 Acquisitions				$	446,250		444
Mezzanine Loan (1)							55
Total							$	499

⁽¹⁾ See “Note Receivable” below.

The sources of the funding for the January 23, 2015 acquisition were cash on hand and borrowings under the Company’s senior unsecured credit facility. The source of funding for the March 16, 2015 acquisition was borrowings under the Company’s senior unsecured credit facility. Total revenues and net income from the hotels acquired during 2015 of $82,884 and $11,705, respectively, are included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2015.

Dispositions

On June 17, 2014, the Company sold the Hilton Alexandria Old Town for $93,380. This sale does not represent a strategic shift in the Company’s business plan or primary markets, and therefore, does not qualify as discontinued operations. The Company recognized a gain of $43,548 related to the sale of this property, which is included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2014. The sale of the property was recorded on the full accrual method.

On September 10, 2014, the Company sold the Hotel Viking for $77,000. This sale does not represent a strategic shift in the Company’s business plan or primary markets, and therefore, does not qualify as discontinued operations. The Company recognized a gain of $49,657 related to the sale of this property, which is included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2014. The sale of the property was recorded on the full accrual

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method. In conjunction with the sale of Hotel Viking, the Company executed a reverse 1031 exchange with Hotel Vitale, which was purchased on April 2, 2014. The reverse 1031 exchange has no effect on the Company’s GAAP financial reporting and does not have a material impact on the Company’s tax positions and expected tax expense.

Note Receivable

On July 20, 2015, the Company provided a junior mezzanine loan (the “Mezzanine Loan”) secured by pledges of equity interests in the entities that own the hotel properties, Shutters on the Beach and Casa Del Mar, in Santa Monica, CA. The Company entered into the Mezzanine Loan for a total purchase price of $80,000 before closing costs. The Mezzanine Loan bears interest at a variable interest rate equal to LIBOR plus 7.75%, which rate was 8.09% as of December 31, 2015. Interest-only payments are to be received monthly with the option of prepayment, pursuant to certain terms and conditions. The Mezzanine Loan matures on August 9, 2017 and has fiveone-year extension options, subject to conditions. The Mezzanine Loan is subordinate to a $235,000 first mortgage loan and a $90,000 senior mezzanine loan secured by the properties that also mature on August 9, 2017.

4. Long-Term Debt

Debt Summary

Debt as of December 31, 2015 and December 31, 2014 consisted of the following:

			Balance Outstanding as of
Debt	Interest Rate	Maturity Date	December 31, 2015		December 31, 2014
Credit facilities
Senior unsecured credit facility	Floating (a)	January 2018 (a)	$	21,000	$	0
LHL unsecured credit facility	Floating (b)	January 2018 (b)	0		0
Total borrowings under credit facilities			21,000		0
Term loans
First Term Loan	Floating (c)	- (c)	0		177,500
Second Term Loan	Floating (c)	January 2019	300,000		300,000
Third Term Loan	Floating (c)	January 2021	555,000		0
Total term loans			855,000		477,500
Massport Bonds
Hyatt Regency Boston Harbor (taxable)	Floating (d)	March 2018	5,400		5,400
Hyatt Regency Boston Harbor (tax exempt)	Floating (d)	March 2018	37,100		37,100
Total bonds payable			42,500		42,500
Mortgage loans
Westin Copley Place	5.28%	- (e)	0		210,000
Westin Michigan Avenue	5.75%	April 2016 (f)	131,262		133,347
Indianapolis Marriott Downtown	5.99%	July 2016 (f)	96,097		97,528
The Roger	6.31%	August 2016 (g)	58,935		60,215
Westin Copley Place	Floating (h)	August 2018 (h)	225,000		0
Total mortgage loans			511,294		501,090
Total debt			$	1,429,794	$	1,021,090

^(a)  Borrowings bear interest at floating rates equal to, at the Company’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. As of December 31, 2015, the rate, including the applicable margin, for the Company’s outstanding LIBOR borrowing of $21,000 was 2.13%. There were no borrowings outstanding at December 31, 2014. The Company has the option, pursuant to certain terms and conditions, to extend the maturity date for twosix-month extensions.

^(b)  Borrowings bear interest at floating rates equal to, at LHL’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. There were no borrowings outstanding at December 31, 2015 and December 31, 2014. LHL has the option, pursuant to certain terms and conditions, to extend the maturity date for twosix-month extensions.

^(c)  Term loans bear interest at floating rates equal to LIBOR plus an applicable margin. The Company entered into separate interest rate swap agreements for the full seven-year term of the First Term Loan (as defined below) and a five-year term ending in August 2017 for the Second Term Loan (as defined below), resulting in fixed all-in interest rates. On November 5,

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2015, the Company repaid the First Term Loan and entered into the Third Term Loan (as defined below). The Company entered into separate interest rate swap agreements with an aggregate notional amount of $377,500 for the full term of the Third Term Loan. The interest rate swaps for the First Term Loan continue to be in place and were redesignated as hedging instruments through May 2019 for the Third Term Loan. At December 31, 2015, the fixed all-in interest rates for the Second Term Loan and Third Term Loan were 2.38% and 2.95%, respectively, at the Company’s current leverage ratio (as defined in the swap agreements). At December 31, 2014, the fixed all-in interest rates for the First Term Loan and Second Term Loan were 3.62% and 2.38%, respectively, at the Company’s current leverage ratio (as defined in the swap agreements).

^(d)  The Massport Bonds are secured by letters of credit issued by U.S. Bank National Association (“U.S. Bank”) that expire in September 2016. The letters of credit have twoone-year extension options and are secured by the Hyatt Regency Boston Harbor. The letters of credit cannot be extended beyond the Massport Bonds’ maturity date. The bonds bear interest based on weekly floating rates. The interest rates as of December 31, 2015 were 0.39% and 0.02% for the $5,400 and $37,100 bonds, respectively. The interest rates as of December 31, 2014 were 0.13% and 0.03% for the $5,400 and $37,100 bonds, respectively. The Company incurs an annual letter of credit fee of 1.35%.

^(e)  The Company repaid the mortgage loan on June 1, 2015 through borrowings on its senior unsecured credit facility.

^(f)  The Company repaid the mortgage loans on January 4, 2016 through borrowings on its senior unsecured credit facility (see Note 13).

^(g)  The Company repaid the mortgage loan on February 11, 2016 through borrowings on its senior unsecured credit facility (see Note 13).

^(h)  The mortgage loan matures on August 14, 2018 with three options to extend the maturity date to January 5, 2021, pursuant to certain terms and conditions. The interest-only mortgage loan bears interest at a variable rate ranging from LIBOR plus 1.75% to LIBOR plus 2.00%, depending on Westin Copley Place’s net cash flow (as defined in the loan agreement). The interest rate as of December 31, 2015 was LIBOR plus 1.75%, which equaled 2.09%. The mortgage loan allows for prepayments without penalty after one year, subject to certain terms and conditions.

Future scheduled debt principal payments as of December 31, 2015 are as follows:

2016	$	286,294
2017	0
2018	288,500
2019	300,000
2020	0
Thereafter	555,000
Total debt	$	1,429,794

A summary of the Company’s interest expense and weighted average interest rates for unswapped variable rate debt for the years ended December 31, 2015, 2014 and 2013 is as follows:

	For the year ended December 31,
	2015			2014			2013
Interest Expense:
Interest incurred	$	52,604		$	54,859		$	55,912
Amortization of deferred financing costs	2,631			2,169			2,253
Capitalized interest	(902		)	(400		)	(649		)
Interest expense	$	54,333		$	56,628		$	57,516
Weighted Average Interest Rates for Unswapped Variable Rate Debt:
Senior unsecured credit facility	1.89		%	1.86		%	2.11		%
LHL unsecured credit facility	1.89		%	1.86		%	2.03		%
Massport Bonds	0.06		%	0.35		%	0.25		%
Mortgage loan (Westin Copley Place)	2.19		%	N/A			N/A

Credit Facilities

On January 8, 2014, the Company refinanced its $750,000 senior unsecured credit facility with a syndicate of banks. The credit facility matures on January 8, 2018, subject to twosix-month extensions that the Company may exercise at its option,

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pursuant to certain terms and conditions, including payment of an extension fee. The credit facility, with a current commitment of $750,000, includes an accordion feature which, subject to certain conditions, entitles the Company to request additional lender commitments, allowing for total commitments up to $1,050,000. Borrowings under the credit facility bear interest at floating rates equal to, at the Company’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. Additionally, the Company is required to pay a variable unused commitment fee of 0.25% or 0.30% of the unused portion of the credit facility, depending on the average daily unused portion of the credit facility.

On January 8, 2014, LHL also refinanced its $25,000 unsecured revolving credit facility to be used for working capital and general lessee corporate purposes. The LHL credit facility matures on January 8, 2018, subject to twosix-month extensions that LHL may exercise at its option, pursuant to certain terms and conditions, including payment of an extension fee. Borrowings under the LHL credit facility bear interest at floating rates equal to, at LHL’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. Additionally, LHL is required to pay a variable unused commitment fee of 0.25% or 0.30% of the unused portion of the credit facility, depending on the average daily unused portion of the LHL credit facility.

The Company’s senior unsecured credit facility and LHL’s unsecured credit facility contain certain financial covenants relating to net worth requirements, debt ratios and fixed charge coverage and other limitations that restrict the Company’s ability to make distributions or other payments to its shareholders upon events of default.

Term Loans

On May 16, 2012, the Company entered into a $177,500 unsecured term loan (the “First Term Loan”) with a seven-year term maturing on May 16, 2019. The First Term Loan bears interest at a variable rate, but was hedged to a fixed interest rate through May 16, 2019. On November 5, 2015, the Company repaid the First Term Loan and redesignated the interest rate swaps.

On January 8, 2014, the Company refinanced its $300,000 unsecured term loan (the “Second Term Loan”). The Second Term Loan includes an accordion feature, which subject to certain conditions, entitles the Company to request additional lender commitments, allowing for total commitments up to $500,000. The Second Term Loan has a five-year term maturing on January 8, 2019 and bears interest at variable rates, but was hedged to a fixed interest rate based on the Company’s current leverage ratio (as defined in the swap agreements), which interest rate was 2.38% at December 31, 2015 through August 2, 2017 (see “Derivative and Hedging Activities” below).

On November 5, 2015, the Company entered into a $555,000 unsecured term loan (the “Third Term Loan”) with a five-year term maturing on January 29, 2021. The Third Term Loan includes an accordion feature, which subject to certain conditions, entitles the Company to request additional lender commitments, allowing for total commitments up to $700,000. The Third Term Loan bears interest at a variable rate, but was hedged to a fixed interest rate based on the Company’s current leverage ratio (as defined in the swap agreements), which interest rate was 2.95% at December 31, 2015 through May 16, 2019 for $177,500 of the Third Term Loan and through January 29, 2021 for the remaining $377,500 of the Third Term Loan (see “Derivative and Hedging Activities” below).

The Company’s term loans contain certain financial covenants relating to net worth requirements, debt ratios and fixed charge coverage and other limitations that restrict the Company’s ability to make distributions or other payments to its shareholders upon events of default.

Derivative and Hedging Activities

The Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Unrealized gains and losses on the effective portion of hedging instruments are reported in other comprehensive income (loss) (“OCI”). Ineffective portions of changes in the fair value of a cash flow hedge are recognized as interest expense. Amounts reported in accumulated other comprehensive income (loss) (“AOCL”) related to currently outstanding derivatives are recognized as an adjustment to income (loss) as interest payments are made on the Company’s variable rate debt. Effective May 16, 2012, the Company entered into three interest rate swap agreements with an aggregate notional amount of $177,500 for the First Term Loan’s full seven-year term, resulting in a fixed all-in interest rate based on the Company’s current leverage ratio (as defined in the swap agreements). As discussed above, the First Term Loan was repaid on November 5, 2015. The interest rate swaps for the First Term Loan continue to be in place and are designated as hedging instruments for the Third Term Loan. Effective August 2, 2012, the Company entered into five interest rate swap agreements with an aggregate notional amount of $300,000 for the Second Term Loan through August 2, 2017, resulting in a fixed all-in interest rate based on the Company’s current leverage ratio (as defined in the swap agreements), which interest rate was 2.38% at December 31, 2015. Effective November 5, 2015, the Company entered into seven interest rate swap agreements with an aggregate notional amount of $377,500 for the Third Term Loan’s full five-year term, resulting in a fixed

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all-in interest rate based on the Company’s current leverage ratio (as defined in the swap agreements). At December 31, 2015, the fixed all-in interest rate based on the Company’s current leverage ratio (as defined in the swap agreements) was 2.95% for the Third Term Loan. The Company has designated its pay-fixed, receive-floating interest rate swap derivatives as cash flow hedges. The interest rate swaps were entered into with the intention of eliminating the variability of the terms loans, but can also limit the exposure to any amendments, supplements, replacements or refinancings of the Company’s debt.

The following table presents the effect of derivative instruments on the Company’s accompanying consolidated statements of operations and comprehensive income, including the location and amount of unrealized (loss) gain on outstanding derivative instruments in cash flow hedging relationships, for the years ended December 31, 2015, 2014 and 2013:

	Amount of (Loss) Gain Recognized in OCI on Derivative Instruments								Location of Loss Reclassified from AOCL into Net Income	Amount of Loss Reclassified from AOCL into Net Income
	(Effective Portion)								(Effective Portion)	(Effective Portion)
	For the year ended									For the year ended
	December 31,									December 31,
	2015			2014			2013			2015		2014		2013
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	(5,682	)	$	(8,276	)	$	8,127	Interest expense	$	4,835	$	4,410	$	4,248

During the years ended December 31, 2015, 2014 and 2013, the Company did not have any hedge ineffectiveness or amounts that were excluded from the assessment of hedge effectiveness recorded in earnings.

As of December 31, 2015, there was $97 in cumulative unrealized loss of which $97 was included in AOCL and zero was attributable to noncontrolling interests. As of December 31, 2014, there was $750 in cumulative unrealized gain of which $748 was included in AOCL and $2 was attributable to noncontrolling interests. The Company expects that approximately $8,094 will be reclassified from AOCL and noncontrolling interests and recognized as a reduction to income in the next 12 months, calculated as estimated interest expense using the interest rates on the derivative instruments as of December 31, 2015.

Bonds Payable

The Company is the obligor with respect to a $37,100 tax-exempt special project revenue bond and a $5,400 taxable special project revenue bond, both issued by the Massachusetts Port Authority (collectively, the “Massport Bonds”). The Massport Bonds, which mature on March 1, 2018, bear interest based on weekly floating rates and have no principal reductions prior to their scheduled maturities. The Massport Bonds may be redeemed at any time, at the Company’s option, without penalty. The Massport Bonds are secured by letters of credit issued by U.S. Bank, effective September 30, 2014, that expire on September 30, 2016, which replaced similar letters of credit held by the Royal Bank of Scotland. The letters of credit have twoone-year extension options that the Company may exercise at its option, subject to certain terms and conditions. The letters of credit cannot be extended beyond the Massport Bonds’ maturity date. The Company incurred an annual letter of credit fee of a variable rate based on an applicable margin as defined in the Company’s senior unsecured credit agreement through September 29, 2014, which is included in interest expense. Effective September 30, 2014, the Company incurs an annual letter of credit fee of 1.35%. The letters of credit are secured by the Hyatt Regency Boston Harbor. If U.S. Bank fails to renew its letters of credit at expiration and an acceptable replacement provider cannot be found, the Company may be required to pay off the bonds.

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Extinguishment of Debt

As discussed above, on January 8, 2014, the Company refinanced its senior unsecured credit facility and Second Term Loan and LHL refinanced its unsecured revolving credit facility. The refinancing arrangements for the senior unsecured credit facility and Second Term Loan were considered substantial modifications. The Company recognized a loss from extinguishment of debt of $2,487, which is included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2014. As discussed above, on November 5, 2015, the Company repaid the First Term Loan prior to maturity and recognized a loss from extinguishment of debt of $831, which is included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2015. The loss from extinguishment of debt represents the unamortized deferred financing costs incurred when the original agreements were executed.

Mortgage Loans

The Company’s mortgage loans are secured by the respective properties. The mortgages are non-recourse to the Company except for fraud or misapplication of funds.

On June 1, 2015, the Company repaid without fee or penalty the Westin Copley Place mortgage loan in the amount of $210,000 plus accrued interest through borrowings under its senior unsecured credit facility. The loan was due to mature in September 2015. On July 20, 2015, the Company entered into a new $225,000 mortgage loan secured by the Westin Copley Place. The mortgage loan matures on August 14, 2018 with three options to extend the maturity date to January 5, 2021, pursuant to certain terms and conditions. The interest-only mortgage loan bears interest at a variable rate ranging from LIBOR plus 1.75% to LIBOR plus 2.00%, depending on Westin Copley Place’s net cash flow (as defined in the loan agreement). The mortgage loan allows for prepayments without penalty after one year, subject to certain terms and conditions.

On January 4, 2016, the Company repaid without fee or penalty the Westin Michigan Avenue mortgage loan and the Indianapolis Marriott Downtown mortgage loan. On February 11, 2016, the Company repaid without fee or penalty The Roger mortgage loan. Refer to Note 13.

The Company’s mortgage loans contain debt service coverage ratio tests related to the mortgaged properties. If the debt service coverage ratio for a specific property fails to exceed a threshold level specified in the mortgage, cash flows from that hotel may automatically be directed to the lender to (i) satisfy required payments, (ii) fund certain reserves required by the mortgage and (iii) fund additional cash reserves for future required payments, including final payment. Cash flows may be directed to the lender (“cash trap”) until such time as the property again complies with the specified debt service coverage ratio or the mortgage is paid off.

Financial Covenants

Failure of the Company to comply with the financial covenants contained in its credit facilities, term loans and non-recourse secured mortgages could result from, among other things, changes in its results of operations, the incurrence of additional debt or changes in general economic conditions.

If the Company violates the financial covenants contained in any of its credit facilities or term loans described above, the Company may attempt to negotiate waivers of the violations or amend the terms of the applicable credit facilities or term loans with the lenders thereunder; however, the Company can make no assurance that it would be successful in any such negotiations or that, if successful in obtaining waivers or amendments, such amendments or waivers would be on terms attractive to the Company. If a default under the credit facilities or term loans were to occur, the Company would possibly have to refinance the debt through additional debt financing, private or public offerings of debt securities, or additional equity financings. If the Company is unable to refinance its debt on acceptable terms, including at maturity of the credit facilities and term loans, it may be forced to dispose of hotel properties on disadvantageous terms, potentially resulting in losses that reduce cash flow from operating activities. If, at the time of any refinancing, prevailing interest rates or other factors result in higher interest rates upon refinancing, increases in interest expense would lower the Company’s cash flow, and, consequently, cash available for distribution to its shareholders.

A cash trap associated with a mortgage loan may limit the overall liquidity for the Company as cash from the hotel securing such mortgage would not be available for the Company to use. If the Company is unable to meet mortgage payment obligations, including the payment obligation upon maturity of the mortgage borrowing, the mortgage securing the specific property could be foreclosed upon by, or the property could be otherwise transferred to, the mortgagee with a consequent loss of income and asset value to the Company.

As of December 31, 2015, the Company is in compliance with all debt covenants, current on all loan payments and not otherwise in default under the credit facilities, term loans, bonds payable or mortgage loans.

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5. Commitments and Contingencies

Ground, Land and Building, and Air Rights Leases

A summary of the Company’s hotels subject to non-cancelable operating leases as of December 31, 2015 is as follows:

Lease Properties	Lease Type	Lease Expiration Date
Southernmost Beach Resort Key West (Restaurant facility)	Ground lease	April 2019 (1)
Hyatt Regency Boston Harbor	Ground lease	March 2026 (2)
The Hilton San Diego Resort and Spa	Ground lease	December 2045
San Diego Paradise Point Resort and Spa	Ground lease	May 2050
Hotel Vitale	Ground lease	March 2056 (3)
Viceroy Santa Monica	Ground lease	September 2056
Westin Copley Place (4)	Air rights lease	December 2077
The Liberty Hotel	Ground lease	May 2080
Indianapolis Marriott Downtown (5)	Ground lease	June 2099 (5)
Hotel Solamar	Ground lease	December 2102

⁽¹⁾ The Company can begin negotiating a renewal one year in advance of the lease expiration date.

⁽²⁾ The Company has options, subject to certain terms and conditions, to extend the ground lease for 51 years to 2077.

⁽³⁾ The Company has the option, subject to certain terms and conditions, to extend the ground lease for 14 years to 2070.

⁽⁴⁾ No payments are required through maturity.

⁽⁵⁾ Requires future ground rent payments of one dollar per year. The Company has options, subject to certain terms and conditions, to extend the ground lease for 50 years to 2149.

The ground leases at Viceroy Santa Monica, The Liberty Hotel and Hotel Vitale are subject to minimum annual rent increases, resulting in noncash straight-line rent expense of $1,943, $1,820 and $1,305 for the years ended December 31, 2015, 2014 and 2013, respectively, which is included in total ground rent expense. Total ground rent expense for the years ended December 31, 2015, 2014 and 2013 was $16,076, $14,667 and $11,117, respectively. Certain rent payments are based on the hotel’s performance. Actual payments of rent may exceed the minimum required rent due to meeting specified thresholds.

A summary of the Company’s hotels subject to capital leases of land and building as of December 31, 2015 is as follows:

Lease Properties	Estimated Present Value of Remaining Rent Payments (1)	Lease Expiration Date
The Roger	$4,892	December 2044
Harbor Court Hotel	$18,424	April 2048
Hotel Triton (2)	$25,625	December 2049

⁽¹⁾ At acquisition, the estimated present value of the remaining rent payments were recorded as capital lease obligations. These obligations, net of amortization, are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets.

⁽²⁾ In 2015, the hotel lease was amended, extending the lease expiration date from January 2048 to December 2049. At acquisition, the estimated present value of the remaining payments recorded as a capital lease obligation was $27,752. Due to the lease amendment, the recalculated estimated present value of the remaining rent payments is $25,625, which net of amortization, is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets.

F-22

Future minimum rent payments, including capital lease payments, (without reflecting future applicable Consumer Price Index increases) are as follows:

2016	$	12,804
2017	13,039
2018	13,183
2019	13,159
2020	13,557
Thereafter	600,780
	$	666,522

Reserve Funds for Future Capital Expenditures

Certain of the Company’s agreements with its hotel managers, franchisors and lenders have provisions for the Company to provide funds, generally 4.0% of hotel revenues, sufficient to cover the cost of (a) certain non-routine repairs and maintenance to the hotels and (b) replacements and renewals to the hotels’ capital assets. Certain of the agreements require that the Company reserve this cash in separate accounts. As of December 31, 2015, $21,402 was available in restricted cash reserves for future capital expenditures. The Company has sufficient cash on hand and availability on its credit facilities to cover capital expenditures under agreements that do not require that the Company separately reserve cash.

Restricted Cash Reserves

At December 31, 2015, the Company held $26,443 in restricted cash reserves. Included in such amounts are (i) $21,402 of reserve funds for future capital expenditures, (ii) $2,620 deposited in mortgage escrow accounts pursuant to mortgage obligations to pre-fund a portion of certain operating expenses and debt payments and (iii) $2,421 held by insurance and management companies on the Company’s behalf to be refunded or applied to future liabilities.

Litigation

The nature of hotel operations exposes the Company and its hotels to the risk of claims and litigation in the normal course of their business. The Company is not presently subject to any material litigation nor, to the Company’s knowledge, is any litigation threatened against the Company, other than routine actions for negligence or other claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance and all of which collectively are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.

6. Equity

Common Shares of Beneficial Interest

At December 31, 2015 and 2014, there were 200,000,000 authorized common shares under the Company’s declaration of trust, as amended.

On January 1, 2014, the Company issued 13,948 common shares of beneficial interest and authorized an additional 6,064 deferred shares to the independent members of its Board of Trustees for their 2013 compensation. These common shares of beneficial interest were issued under the 2009 Plan.

On January 1, 2014, the Company issued 35,652 nonvested shares with service conditions to executives related to the nonvested share awards with market conditions granted on January 24 and 26, 2011 (see Note 7 for additional details including vesting information). These common shares of beneficial interest were issued under the 2009 Plan.

On January 22, 2014, the Company issued 9,385 common shares of beneficial interest related to the resignation of a former Board of Trustees member who retired from the Board of Trustees for a portion of his accumulated deferred shares granted as compensation for years 1999 through 2013. The accumulated deferred shares balance will be issued in five annual installments beginning January 22, 2014. These common shares of beneficial interest were issued under the 2009 Plan.

On March 20, 2014, the Company issued 77,564 nonvested shares with service conditions to the Company’s executives and employees. The nonvested shares will vest in three annual installments starting January 1, 2015, subject to continued employment. These common shares of beneficial interest were issued under the 2009 Plan.

F-23

On July 1, 2014, the Company issued 59,778 shares to an executive related to the nonvested share awards with market conditions granted on May 31, 2008 (see Note 7 for additional details including vesting information). All of the issued shares vested immediately on July 1, 2014. These common shares of beneficial interest were issued under the 2009 Plan.

On December 12, 2014, the Company issued 16,257 nonvested shares with service conditions to the Company’s employees. The nonvested shares will vest in three annual installments starting January 1, 2016, subject to continued employment. These common shares of beneficial interest were issued under the 2014 Plan.

On December 12, 2014, the Company completed an underwritten public offering of 7,600,000 common shares of beneficial interest, par value $0.01 per share. On December 24, 2014, an additional 1,140,000 common shares of beneficial interest were issued pursuant to the full exercise of the underwriters’ option to purchase additional shares. After deducting the underwriters’ discounts and commissions and other offering costs, the Company raised net proceeds of $348,514. The net proceeds were used to fund the acquisition of The Heathman Hotel on December 18, 2014, to initially pay down amounts outstanding under the Company’s senior unsecured credit facility and under the LHL unsecured credit facility and to fund a portion of the acquisition of the Park Central San Francisco on January 23, 2015.

On January 1, 2015, the Company issued 11,682 common shares of beneficial interest and authorized an additional 4,183 deferred shares to the independent members of its Board of Trustees for their 2014 compensation. These common shares of beneficial interest were issued under the 2014 Plan. Additionally, the Company issued 9,757 common shares of beneficial interest, related to the resignation of a former trustee, for the second of five payouts of his accumulated deferred shares granted as compensation for years 1999 through 2013. These common shares of beneficial interest were issued under the 2009 Plan.

On January 1, 2015, the Company issued 108,779 nonvested shares with service conditions to executives related to the nonvested share awards with market conditions granted on January 26, 2012 (see Note 7 for additional details including vesting information). These common shares of beneficial interest were issued under the 2009 Plan.

On March 19, 2015, the Company issued 62,742 nonvested shares with service conditions to the Company’s executives and employees. The nonvested shares will vest in three annual installments starting January 1, 2016, subject to continued employment. These common shares of beneficial interest were issued under the 2014 Plan.

Common Dividends

The Company paid the following dividends on common shares/units during the year ended December 31, 2015:

Dividend per Share/Unit (1)		For the Quarter Ended	Record Date	Payable Date
$	0.38	December 31, 2014	December 31, 2014	January 15, 2015
$	0.38	March 31, 2015	March 31, 2015	April 15, 2015
$	0.45	June 30, 2015	June 30, 2015	July 15, 2015
$	0.45	September 30, 2015	September 30, 2015	October 15, 2015

⁽¹⁾ Amounts are rounded to the nearest whole cent for presentation purposes.

Treasury Shares

Treasury shares are accounted for under the cost method. During the year ended December 31, 2015, the Company received 55,577 common shares of beneficial interest related to employees surrendering shares to pay minimum withholding taxes at the time nonvested shares vested and forfeiting nonvested shares upon resignation.

The Company’s Board of Trustees previously authorized a share repurchase program (the “Repurchase Program”) to acquire up to $100,000 of the Company’s common shares of beneficial interest, with repurchased shares recorded at cost in treasury. In August 2015, the Company repurchased 184,742 common shares of beneficial interest under the Repurchase Program for a total of $5,697, including commissions of $6. As of December 31, 2015, the Company had availability under the Repurchase Program to acquire up to $69,807 of common shares of beneficial interest. The Company is currently authorized by its Board of Trustees to repurchase or offer to repurchase common shares under the Repurchase Agreement.

During the year ended December 31, 2015, the Company re-issued 30,388 treasury shares of beneficial interest related to the resignation of a former Board of Trustees member who retired from the Board of Trustees for the remainder of his accumulated deferred shares granted as compensation for years 1999 through 2013. These accumulated deferred shares are fully issued with no remaining balance as of December 31, 2015. These common shares of beneficial interest were issued under the 2009 Plan and 2014 Plan. The Company also issued 58,064 treasury shares related to the grants of nonvested shares.

F-24

At December 31, 2015, there were 155,895 common shares of beneficial interest in treasury.

Preferred Shares

At December 31, 2015 and 2014, there were 40,000,000 authorized preferred shares under the Company’s declaration of trust, as amended.

On March 4, 2013, the Company issued 4,000,000 6 ⅜% Series I Cumulative Redeemable Preferred Shares ($0.01 par value) (the “Series I Preferred Shares”) at a price of $25.00 per share and received net proceeds, after deducting underwriting discounts and other offering costs, of $96,667. On March 12, 2013, the underwriters exercised their rights to cover overallotments and purchased 400,000 additional Series I Preferred Shares, resulting in additional net proceeds to the Company of $9,685. The net proceeds were used to redeem a portion of the Company’s 7 ¼% Series G Cumulative Redeemable Preferred Shares (the “Series G Preferred Shares”) on April 5, 2013, to pay down amounts outstanding under the Company’s senior unsecured credit facility and for general corporate purposes.

On April 5, 2013, the Company redeemed 4,000,000 of the 6,348,888 outstanding Series G Preferred Shares for $100,000 ($25.00 per share) plus accrued distributions through April 5, 2013 of $1,913. The redemption value of the Series G Preferred Shares exceeded their carrying value by $1,566, which is included in the determination of net income attributable to common shareholders for the year ended December 31, 2013. The $1,566 represents the offering costs related to the redeemed Series G Preferred Shares.

On July 3, 2014, the Company redeemed the remaining 2,348,888 Series G Preferred Shares for $58,722 ($25.00 per share) plus accrued and unpaid dividends through the redemption date, July 3, 2014, of $1,100. The redemption value of the Series G Preferred Shares exceeded their carrying value by $951, which is included in the determination of net income attributable to common shareholders for the year ended December 31, 2014. The $951 represents the offering costs related to the redeemed Series G Preferred Shares.

The following Preferred Shares were outstanding as of December 31, 2015:

Security Type	Number of Shares
7 ½% Series H Preferred Shares	2,750,000
6 ⅜%Series I Preferred Shares	4,400,000

The 7½% Series H Cumulative Redeemable Preferred Shares (the “Series H Preferred Shares”) and the Series I Preferred Shares (collectively, the “Preferred Shares”) rank senior to the common shares of beneficial interest and on parity with each other with respect to payment of distributions. The Company will not pay any distributions, or set aside any funds for the payment of distributions, on its common shares of beneficial interest unless it has also paid (or set aside for payment) the full cumulative distributions on the Preferred Shares for the current and all past dividend periods and, with respect to the Series H Preferred Shares, for the current dividend period. The outstanding Preferred Shares do not have any maturity date, and are not subject to mandatory redemption. The difference between the carrying value and the redemption amount of the Preferred Shares are the offering costs. In addition, the Company is not required to set aside funds to redeem the Preferred Shares.

The Company may not optionally redeem the Series H Preferred Shares and Series I Preferred Shares prior to January 24, 2016 and March 4, 2018, respectively, except in limited circumstances relating to the Company’s continuing qualification as a REIT or as discussed below. After those dates, the Company may, at its option, redeem the Series H Preferred Shares and Series I Preferred Shares, in whole or from time to time in part, by payment of $25.00 per share, plus any accumulated, accrued and unpaid distributions to and including the date of redemption. In addition, upon the occurrence of a change of control (as defined in the Company’s charter), the result of which the Company’s common shares of beneficial interest and the common securities of the acquiring or surviving entity are not listed on the New York Stock Exchange, the NYSE MKT LLC or the NASDAQ Stock Market, or any successor exchanges, the Company may, at its option, redeem the Preferred Shares in whole or in part within 120 days after the change of control occurred, by paying $25.00 per share, plus any accrued and unpaid distributions to and including the date of redemption. If the Company does not exercise its right to redeem the Preferred Shares upon a change of control, the holders of Series H Preferred Shares and Series I Preferred Shares have the right to convert some or all of their shares into a number of the Company’s common shares of beneficial interest based on a defined formula subject to a cap of 4,680,500 common shares and 8,835,200 commons shares, respectively.

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Preferred Dividends

The Company paid the following dividends on preferred shares during the year ended December 31, 2015:

Security Type	Dividend per Share (1)		For the Quarter Ended	Record Date	Payable Date
7 ½% Series H	$	0.47	December 31, 2014	January 1, 2015	January 15, 2015
6 ⅜% Series I	$	0.40	December 31, 2014	January 1, 2015	January 15, 2015
7 ½% Series H	$	0.47	March 31, 2015	April 1, 2015	April 15, 2015
6 ⅜%Series I	$	0.40	March 31, 2015	April 1, 2015	April 15, 2015
7 ½% Series H	$	0.47	June 30, 2015	July 1, 2015	July 15, 2015
6 ⅜% Series I	$	0.40	June 30, 2015	July 1, 2015	July 15, 2015
7 ½% Series H	$	0.47	September 30, 2015	October 1, 2015	October 15, 2015
6 ⅜% Series I	$	0.40	September 30, 2015	October 1, 2015	October 15, 2015

⁽¹⁾  Amounts are rounded to the nearest whole cent for presentation purposes.

Noncontrolling Interests of Common Units in Operating Partnership

On May 13, 2015, the Company issued an aggregate of 151,077 common shares of beneficial interest in connection with the redemption of 151,077 common units of limited partnership interest held by certain limited partners of the Operating Partnership. These common shares of beneficial interest were issued in reliance on an exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, and Regulation D promulgated thereunder. The Company relied on the exemption under Section 4(a)(2) based upon factual representations given by the limited partners who received the common shares of beneficial interest.

As of December 31, 2015, the Operating Partnership had 145,223 common units of limited partnership interest outstanding, representing a 0.1% partnership interest held by the limited partners. As of December 31, 2015, approximately $3,654 of cash or the equivalent value in common shares, at the Company’s option, would be paid to the limited partners of the Operating Partnership if the partnership were terminated. The approximate value of $3,654 is based on the Company’s closing common share price of $25.16 on December 31, 2015, which is assumed to be equal to the value provided to the limited partners upon liquidation of the Operating Partnership. Subject to certain limitations, the outstanding common units of limited partnership are redeemable for cash, or at the Company’s option, for a like number of common shares of beneficial interest of the Company.

The following schedule presents the effects of changes in the Company’s ownership interest in the Operating Partnership on the Company’s equity:

	For the year ended December 31,
	2015		2014			2013
Net income attributable to common shareholders	$	123,383	$	197,561		$	70,984
Increase (decrease) in additional paid-in capital from adjustments to noncontrolling interests of common units in Operating Partnership	14		(397		)	(213		)
Change from net income attributable to common shareholders and adjustments to noncontrolling interests	$	123,397	$	197,164		$	70,771

7. Equity Incentive Plan

The common shareholders approved the 2014 Plan at the 2014 Annual Meeting of Shareholders held on May 7, 2014, which permits the Company to issue equity-based awards to executives, employees, non-employee members of the Board of Trustees and any other persons providing services to or for the Company and its subsidiaries. The 2014 Plan provides for a maximum of 2,900,000 common shares of beneficial interest to be issued in the form of share options, share appreciation rights, restricted or unrestricted share awards, phantom shares, performance awards, incentive awards, other share-based awards, or any combination of the foregoing. In addition, the maximum number of common shares subject to awards of any combination that may be granted under the 2014 Plan during any fiscal year to any one individual is limited to 500,000 shares. The 2014 Plan terminates on February 17, 2024. The 2014 Plan authorized, among other things: (i) the grant of share options that qualify as incentive options under the Code, (ii) the grant of share options that do not so qualify, (iii) the grant of common shares in lieu of cash for trustees’ fees, (iv) grants of common shares in lieu of cash compensation and (v) the making of loans to acquire common shares in lieu of compensation (to the extent permitted by law and applicable provisions of the Sarbanes Oxley Act of 2002). The exercise price of share options is determined by the Compensation Committee of the Board of Trustees, but may not be less than 100% of the fair value of the common shares on the date of grant. Restricted share awards and options under the 2014 Plan vest over a period determined by the Compensation Committee of the Board of Trustees, generally a three year period. The duration of each option

F-26

is also determined by the Compensation Committee, subject to applicable laws and regulations. At December 31, 2015, there were 2,797,762 common shares available for future grant under the 2014 Plan. Upon the approval of the 2014 Plan by the common shareholders on May 7, 2014, the 2014 Plan replaced the 2009 Plan. The Company will no longer make any grants under the 2009 Plan (although awards previously made under the 2009 Plan that are outstanding will remain in effect in accordance with the terms of that plan and the applicable award agreements).

Nonvested Share Awards with Service Conditions

From time to time, the Company awards nonvested shares under the 2014 Plan to executives, employees and members of the Board of Trustees. The nonvested shares issued to executives and employees generally vest over three years based on continued employment. The shares issued to the members of the Board of Trustees vest immediately upon issuance. The Company determines the grant date fair value of the nonvested shares based upon the closing stock price of its common shares on the New York Stock Exchange on the date of grant and number of shares per the award agreements. Compensation costs are recognized on a straight-line basis over the requisite service period and are included in general and administrative expense in the accompanying consolidated statements of operations and comprehensive income.

A summary of the Company’s nonvested shares with service conditions as of December 31, 2015 is as follows:

	Number of Shares		Weighted - Average Grant Date Fair Value
Nonvested at January 1, 2015	256,379		$	31.00
Granted	63,675		38.82
Vested	(78,483	)	28.60
Forfeited	(12,736	)	27.31
Nonvested at December 31, 2015 (1)	228,835		$	33.29

⁽¹⁾  Amount excludes 84,401 share awards with market conditions which were earned but nonvested due to a service condition as of December 31, 2015.

As of December 31, 2015 and 2014, there were $3,914 and $5,113, respectively, of total unrecognized compensation costs related to nonvested share awards with service conditions. As of December 31, 2015 and 2014, these costs were expected to be recognized over a weighted–average period of 1.4 and 1.9 years, respectively. The total intrinsic value of shares vested (calculated as number of shares multiplied by vesting date share price) during the years ended December 31, 2015, 2014 and 2013 was $3,152, $5,602 and $8, respectively. Compensation costs (net of forfeitures) related to nonvested share awards with service conditions that have been included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income were $3,323, $3,055 and $2,959 for the years ended December 31, 2015, 2014 and 2013, respectively.

Nonvested Share Awards with Market or Performance Conditions

On May 31, 2008, the Company’s Board of Trustees entered into three Performance-Based Share Agreements (the “Share Agreements”), awarding 125,000 nonvested share awards with market conditions, in 25,000, 50,000 and 50,000 increments, of nonvested shares to an executive. The actual amounts of the shares awarded earned for each of the Share Agreements is based on the specified three-year performance measurement periods ending on July 1, 2011, 2014 and 2017, respectively. The actual amounts of the shares awarded are to range from 0% to 200% of the target amounts, depending on the performance analysis stipulated in the Share Agreements, and none of the shares are outstanding until issued in accordance with the Share Agreements.

On July 1, 2014, the Company issued 59,778 shares to an executive who earned 119.6% of the 50,000 target number of shares from the nonvested share awards with market conditions granted on May 31, 2008. All of the shares earned, or 59,778 shares, vested immediately on July 1, 2014. The executive received a cash payment of $239 on the earned shares equal to the value of all dividends paid on common shares from May 31, 2008 until the determination date, July 1, 2014. As of July 1, 2014, the executive is entitled to receive dividends as declared and paid on the earned shares and to vote the shares. These common shares of beneficial interest were issued under the 2009 Plan.

With respect to the remaining 50,000 shares with a performance measurement period ending on July 1, 2017, the fair value of these shares was estimated on July 1, 2014, the beginning of the performance measurement period.

On January 24 and January 26, 2011, the Company’s Board of Trustees granted a target of 8,925 and 35,920 nonvested share awards with market conditions to executives, respectively. On January 1, 2014, the executives earned 79.5% of the target number of shares, or 35,652 shares. The shares representing the difference between 79.5% and 100% of the target, or 9,193 shares, were forfeited on January 1, 2014. Of the earned shares, 11,885 shares vested immediately on January 1, 2014, 11,884 shares vested

F-27

on January 1, 2015 and the remaining 11,883 shares will vest on January 1, 2016 based on continued employment. The executives received cash payments of $75 on the earned shares equal to the value of all dividends paid on common shares from December 31, 2010 until the determination date, January 1, 2014. As of January 1, 2014, the executives are entitled to receive dividends as declared and paid on the earned shares and to vote the shares, including those shares subject to further vesting.

On January 26, 2012, the Company’s Board of Trustees granted a target of 79,823 nonvested share awards with market conditions to executives. On January 1, 2015, the executives earned 136.3% of their 79,823 target number of shares, or 108,779 shares. Of the shares earned, 36,261 shares vested immediately on January 1, 2015, and the remaining 72,518 shares will vest in equal amounts on January 1, 2016 and January 1, 2017 based on continued employment. The executives received a cash payment of $334 on the earned shares equal to the value of all dividends paid on common shares from January 1, 2012 until the determination date, January 1, 2015. As of January 1, 2015, the executives are entitled to receive dividends as declared and paid on the earned shares and to vote the shares.

On January 30, 2013, the Company’s Board of Trustees granted a target of 80,559 nonvested share awards with either market or performance conditions to executives (the “January 30, 2013 Awards”). The actual amounts of the shares awarded with respect to 40,280 of the 80,559 shares will be determined on January 1, 2016, based on the performance measurement period of January 1, 2013 through December 31, 2015, in accordance with the terms of the award agreements. The actual amounts of the shares awarded with respect to the remaining 40,279 of the 80,559 shares will be determined on July 1, 2016, based on the performance measurement period of July 1, 2013 through June 30, 2016, in accordance with the terms of the award agreements. The actual amounts of the shares awarded will range from 0% to 200% of the target amounts, depending on the performance analysis stipulated in the award agreements, and none of the shares are outstanding until issued in accordance with award agreements based on performance. After the actual amounts of the awards are determined (or earned) at the end of the respective performance measurement period, all of the earned shares will be issued and outstanding on those dates. The executives will receive cash payments on the earned shares equal to the value of all dividends paid on common shares from the grant date through the respective determination date. Such amounts will be paid to the awardees on or about January 1, 2016 and July 1, 2016, respectively. Thereafter, the executives will be entitled to receive dividends as declared and paid on the earned shares and to vote the shares. With respect to 40,280 shares, amortization commenced on January 30, 2013, the beginning of the requisite service period, and, with respect to 40,279 shares, amortization commenced on July 1, 2013, the beginning of the requisite service period.

On March 20, 2014, the Company’s Board of Trustees granted a target of 71,967 nonvested share awards with either market or performance conditions to executives (the “March 20, 2014 Awards”). The actual amounts of the shares awarded with respect to 35,983 of the 71,967 shares will be determined on January 1, 2017, based on the performance measurement period of January 1, 2014 through December 31, 2016, in accordance with the terms of the agreements. The actual amounts of the shares awarded with respect to the remaining 35,984 of the 71,967 shares will be determined on July 1, 2017, based on the performance measurement period of July 1, 2014 through June 30, 2017, in accordance with the terms of the agreements. The actual amounts of the shares awarded will range from 0% to 200% of the target amounts, depending on the performance analysis stipulated in the agreements, and none of the shares are outstanding until issued in accordance with award agreements based on performance. After the actual amounts of the awards are determined (or earned) at the end of the respective performance measurement period, all of the earned shares will be issued and outstanding on those dates. The executives will receive cash payments on the earned shares equal to the value of all dividends paid on common shares from the grant date through the respective determination date. Such amounts will be paid to the awardees on or about January 1, 2017 and July 1, 2017, respectively. Thereafter, the executives will be entitled to receive dividends as declared and paid on the earned shares and to vote the shares. With respect to 35,983 shares, amortization commenced on March 20, 2014, the beginning of the requisite service period, and, with respect to 35,984 shares, amortization commenced on July 1, 2014, the beginning of the requisite service period.

On March 19, 2015, the Company’s Board of Trustees granted a target of 61,660 nonvested share awards with either market or performance conditions to executives (the “March 19, 2015 Awards”). The actual amounts of the shares awarded with respect to 30,829 of the 61,660 shares will be determined on January 1, 2018, based on the performance measurement period of January 1, 2015 through December 31, 2017, in accordance with the terms of the agreements. The actual amounts of the shares awarded with respect to the remaining 30,831 of the 61,660 shares will be determined on July 1, 2018, based on the performance measurement period of July 1, 2015 through June 30, 2018, in accordance with the terms of the agreements. The actual amounts of the shares awarded will range from 0% to 200% of the target amounts, depending on the performance analysis stipulated in the agreements, and none of the shares are outstanding until issued in accordance with award agreements based on performance. After the actual amounts of the awards are determined (or earned) at the end of the respective performance measurement period, all of the earned shares will be issued and outstanding on those dates. The executives will receive cash payments on the earned shares equal to the value of all dividends paid on common shares from the grant date through the respective determination date. Such amounts will be paid to the awardees on or about January 1, 2018 and July 1, 2018, respectively. Thereafter, the executives will be entitled to receive dividends as declared and paid on the earned shares and to vote the shares. With respect to 30,829 shares, amortization commenced on March 19, 2015, the beginning of the requisite service period, and, with respect to 30,831 shares, amortization commenced on July 1, 2015, the beginning of the requisite service period.

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The grant date fair values of the above described nonvested share awards with market conditions were determined by the Company using data under the Monte Carlo valuation method provided by a third-party consultant. The terms stipulated in the award agreements used to determine the total amount of the shares awarded for all awards granted prior to 2013 consist of the following three tranches: (1) a comparison of the Company’s “total return” (the increase in the market price of a Company’s common shares plus dividends declared thereon and assuming such dividends are reinvested as calculated by the FTSE NAREIT Equity Index) to the total return of the companies in the FTSE NAREIT Equity Index, (2) a comparison of the Company’s total return to the total returns’ of six companies in a designated peer group of the Company and (3) the Company’s actual performance as compared to a Board-established total return goal.

For the January 30, 2013 Awards, March 20, 2014 Awards and the March 19, 2015 Awards, the nonvested awards consist of three tranches in each performance measurement period described above. Two of the tranches in the award agreements are nonvested share awards with market conditions, consistent with tranches described in (2) and (3) above, and were valued on the grant date via the methodology described above using a third-party consultant. The third tranche is based on “return on invested capital” discussed below, which is a performance condition. The grant date fair values of the tranches with performance conditions were calculated based on the targeted awards, and the valuation is adjusted on a periodic basis. As of December 31, 2015, a change in the Company’s estimate of probable outcome occurred for all the award tranches with performance conditions as the return on invested capital measurement assumptions (see below) was revised from 100% to 200% resulting in a cumulative adjustment to compensation cost.

The capital market assumptions used in the valuations consisted of the following:

• Factors associated with the underlying performance of the Company’s share price and shareholder returns over the term of the awards including total share return volatility and risk-free interest.

• Factors associated with the relative performance of the Company’s share price and shareholder returns when compared to those companies which compose the index including beta as a means to breakdown total volatility into market-related and company specific volatilities.

• The valuation has been performed in a risk-neutral framework.

• Return on invested capital is a performance condition award measurement. The estimated value was calculated based on the initial face value at the date of grant. The valuation will be adjusted on a periodic basis as the estimated number of awards expected to vest is revised.

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The assumptions used were as follows for each performance measure:

	Volatility		Interest Rates		Dividend Yield	Stock Beta	Fair Value of Components of Award		Weighting of Total Awards
March 19, 2015 Awards (performance period starting January 1, 2015)
Target amounts	24.40	%	0.99	%	N/A	N/A	$	29.25	33.40	%
Return on invested capital	N/A		N/A		N/A	N/A	$	38.84	33.30	%
Peer companies	24.40	%	0.99	%	N/A	1.011	$	40.69	33.30	%
March 19, 2015 Awards (performance period starting July 1, 2015)
Target amounts	24.40	%	0.99	%	N/A	N/A	$	31.86	33.40	%
Return on invested capital	N/A		N/A		N/A	N/A	$	38.84	33.30	%
Peer companies	24.40	%	0.99	%	N/A	1.011	$	41.00	33.30	%
May 31, 2008 Awards (performance period starting July 1, 2014)
Target amounts	33.30	%	0.90	%	N/A	N/A	$	32.57	20.00	%
NAREIT index	33.30	%	0.90	%	N/A	1.356	$	39.26	40.00	%
Peer companies	33.30	%	0.90	%	N/A	0.908	$	38.15	40.00	%
March 20, 2014 Awards (performance period starting January 1, 2014)
Target amounts	33.70	%	0.90	%	N/A	N/A	$	31.94	33.40	%
Return on invested capital	N/A		N/A		N/A	N/A	$	31.82	33.30	%
Peer companies	33.70	%	0.90	%	N/A	0.938	$	31.02	33.30	%
March 20, 2014 Awards (performance period starting July 1, 2014)
Target amounts	33.70	%	0.90	%	N/A	N/A	$	31.23	33.40	%
Return on invested capital	N/A		N/A		N/A	N/A	$	31.82	33.30	%
Peer companies	33.70	%	0.90	%	N/A	0.938	$	34.53	33.30	%
January 30, 2013 Awards (performance period starting January 1, 2013)
Target amounts	38.70	%	0.42	%	N/A	N/A	$	29.38	33.40	%
Return on invested capital	N/A		N/A		N/A	N/A	$	27.20	33.30	%
Peer companies	38.70	%	0.42	%	N/A	0.864	$	30.51	33.30	%
January 30, 2013 Awards (performance period starting July 1, 2013)
Target amounts	38.70	%	0.42	%	N/A	N/A	$	27.70	33.40	%
Return on invested capital	N/A		N/A		N/A	N/A	$	27.20	33.30	%
Peer companies	38.70	%	0.42	%	N/A	0.864	$	31.34	33.30	%
January 26, 2012 Awards
Target amounts	65.30	%	0.31	%	N/A	N/A	$	36.22	33.40	%
NAREIT index	65.30	%	0.31	%	N/A	1.370	$	35.25	33.30	%
Peer companies	65.30	%	0.31	%	N/A	0.911	$	35.33	33.30	%

A summary of the Company’s restricted share awards with either market or performance conditions as of December 31, 2015 is as follows:

	Number of Shares		Weighted- Average Grant Date Fair Value
Nonvested at January 1, 2015	311,625		$	33.62
Granted (1)	90,616		36.38
Vested	(53,654	)	35.99
Forfeited	0		0.00
Nonvested at December 31, 2015	348,587		$	33.98

⁽¹⁾  Amount includes an additional 28,956 shares issued on January 1, 2015 from the January 26, 2012 Grant, which were earned in excess of the target amount.

As of December 31, 2015 and 2014, there were $5,342 and $6,637, respectively, of total unrecognized compensation costs related to restricted share awards with market or performance conditions. As of December 31, 2015 and 2014, these costs were

F-30

expected to be recognized over a weighted–average period of 1.7 and 2.0 years, respectively. As of December 31, 2015 and 2014, there were 308,069 and 254,415 share awards with market or performance conditions vested, respectively. Additionally, there were 84,401 and 29,276 nonvested share awards with market or performance conditions earned but nonvested due to a service condition as of December 31, 2015 and 2014, respectively. Compensation costs (net of forfeitures) related to nonvested share awards with market or performance conditions are included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income were $4,360, $3,567 and $2,681 for the years ended December 31, 2015, 2014 and 2013, respectively.

Board of Trustees’ Compensation

The Company issues common shares of beneficial interest to the independent members of the Board of Trustees for at least half of their compensation in lieu of cash. The Trustees may elect to receive the remaining half in cash or additional common shares. All or a portion of the shares issued may be deferred. The Company issued an aggregate of 18,774, 15,865 and 20,012 shares, including 4,910, 4,183 and 6,064 deferred shares, related to the Trustees’ compensation for the years 2015, 2014 and 2013, respectively.

8. LHL

Substantially all of the Company’s revenues are derived from operating revenues generated by the hotels, all of which are leased by LHL.

Other indirect hotel operating expenses consist of the following expenses incurred by the hotels:

	For the year ended December 31,
	2015		2014		2013
General and administrative	$	101,397	$	87,210	$	76,699
Sales and marketing	73,654		61,249		55,752
Repairs and maintenance	39,521		37,169		33,741
Management and incentive fees	39,686		36,463		32,850
Utilities and insurance	34,427		32,296		29,077
Franchise fees	9,836		8,346		7,601
Other expenses	2,483		1,775		1,666
Total other indirect expenses	$	301,004	$	264,508	$	237,386

F-31

As of December 31, 2015, LHL leased all 47 hotels owned by the Company as follows:

	Hotel Properties	Location
1.	Hotel Amarano Burbank	Burbank, CA
2.	L’Auberge Del Mar	Del Mar, CA
3.	Hilton San Diego Gaslamp Quarter	San Diego, CA
4.	Hotel Solamar	San Diego, CA
5.	San Diego Paradise Point Resort and Spa	San Diego, CA
6.	The Hilton San Diego Resort and Spa	San Diego, CA
7.	Harbor Court Hotel	San Francisco, CA
8.	The Marker San Francisco	San Francisco, CA
9.	Hotel Triton	San Francisco, CA
10.	Hotel Vitale	San Francisco, CA
11.	Park Central San Francisco	San Francisco, CA
12.	Serrano Hotel	San Francisco, CA
13.	Villa Florence	San Francisco, CA
14.	Chaminade Resort and Conference Center	Santa Cruz, CA
15.	Viceroy Santa Monica	Santa Monica, CA
16.	Chamberlain West Hollywood	West Hollywood, CA
17.	Le Montrose Suite Hotel	West Hollywood, CA
18.	Le Parc Suite Hotel	West Hollywood, CA
19.	The Grafton on Sunset	West Hollywood, CA
20.	Donovan House	Washington, D.C.
21.	Hotel George	Washington, D.C.
22.	Hotel Madera	Washington, D.C.
23.	Hotel Palomar, Washington, DC	Washington, D.C.
24.	Hotel Rouge	Washington, D.C.
25.	Mason & Rook Hotel	Washington, D.C.
26.	Sofitel Washington, DC Lafayette Square	Washington, D.C.
27.	The Liaison Capitol Hill	Washington, D.C.
28.	Topaz Hotel	Washington, D.C.
29.	Southernmost Beach Resort Key West	Key West, FL
30.	The Marker Waterfront Resort	Key West, FL
31.	Hotel Chicago	Chicago, IL
32.	Westin Michigan Avenue	Chicago, IL
33.	Indianapolis Marriott Downtown	Indianapolis, IN
34.	Hyatt Regency Boston Harbor	Boston, MA
35.	Onyx Hotel	Boston, MA
36.	The Liberty Hotel	Boston, MA
37.	Westin Copley Place	Boston, MA
38.	Gild Hall	New York, NY
39.	Hotel Roger Williams	New York, NY
40.	Park Central Hotel New York (shared lease with WestHouse Hotel New York)	New York, NY
41.	WestHouse Hotel New York	New York, NY
42.	The Heathman Hotel	Portland, OR
43.	Embassy Suites Philadelphia - Center City	Philadelphia, PA
44.	Westin Philadelphia	Philadelphia, PA
45.	Lansdowne Resort	Lansdowne,VA
46.	Alexis Hotel	Seattle, WA
47.	Hotel Deca	Seattle, WA

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9. Income Taxes

The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Code commencing with its taxable year ended December 31, 1998. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted taxable income to its shareholders. It is the Company’s current intention to adhere to these requirements and maintain the Company’s qualification for taxation as a REIT. As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its net income that is currently distributed to shareholders. If the Company fails to qualify for taxation as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through a TRS is subject to federal, state and local income taxes. As a wholly owned TRS of the Company, LHL is required to pay income taxes at the applicable federal, state and local rates.

For federal income tax purposes, the cash distributions paid to the Company’s common shareholders of beneficial interest and preferred shareholders may be characterized as ordinary income, return of capital (generally non-taxable) or capital gains. Tax law permits certain characterization of distributions which could result in differences between cash basis and tax basis distribution amounts.

The following characterizes distributions paid per common share of beneficial interest and preferred share on a tax basis for the years ended December 31, 2015, 2014 and 2013:

	2015				2014				2013
	$		%		$		%		$		%
Common shares of beneficial interest
Ordinary income	$	1.6570	100.00	%	$	1.4556	100.00	%	$	1.0305	100.00	%
Preferred shares (Series G)
Ordinary income	$	0.0000	0.00	%	$	0.0000	0.00	%	$	1.8125	100.00	%
Preferred shares (Series G redeemed) (1)
Ordinary income	$	0.0000	0.00	%	$	0.0000	0.00	%	$	0.9314	100.00	%
Preferred shares (Series G redeemed) (2)
Ordinary income	$	0.0000	0.00	%	$	1.3745	100.00	%	$	1.8125	100.00	%
Preferred shares (Series H)
Ordinary income	$	1.8750	100.00	%	$	1.8750	100.00	%	$	1.8750	100.00	%
Preferred shares (Series I)
Ordinary income	$	1.5938	100.00	%	$	1.5938	100.00	%	$	0.9784	100.00	%

⁽¹⁾ On April 5, 2013, the Company redeemed a portion of its Series G Preferred Shares (see Note 6).

⁽²⁾ On July 3, 2014, the Company redeemed its remaining Series G Preferred Shares (see Note 6).

The Company’s federal and state tax returns for the year ended December 31, 2015 have not been filed. The taxability information presented for the Company’s dividends paid in 2015 is based upon management’s estimate. The distributions for the year ended December 31, 2014 were revised from the Company’s previous estimate and agree to the tax returns filed for the year ended December 31, 2014.

F-33

Income tax (benefit) expense was comprised of the following for the years ended December 31, 2015, 2014 and 2013:

	For the year ended December 31,
	2015			2014		2013
LHL’s income tax (benefit) expense	$	(2,546	)	$	1,260	$	(308	)
Operating Partnership’s income tax expense	1,254			1,046		778
Total income tax (benefit) expense	$	(1,292	)	$	2,306	$	470

The components of LHL’s income tax (benefit) expense and (loss) income before income tax (benefit) expense for the years ended December 31, 2015, 2014 and 2013 were as follows:

	For the year ended December 31,
	2015			2014			2013
LHL’s income tax (benefit) expense:
Federal
Current	$	(510	)	$	912		$	(50	)
Deferred	(1,251		)	372			51
State & local
Current	83			297			(47		)
Deferred	(868		)	(321		)	(262		)
Total	$	(2,546	)	$	1,260		$	(308	)
LHL’s (loss) income before income tax (benefit) expense	$	(4,876	)	$	3,559		$	615

LHL’s provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to LHL’s pretax income for the years ended December 31, 2015, 2014 and 2013 as a result of the following differences:

	For the year ended December 31,
	2015			2014			2013
“Expected” federal tax (benefit) expense at statutory rate	$	(1,658	)	$	1,210		$	209
State income tax (benefit) expense, net of federal income tax effect	(443		)	302			50
Other, net	(445		)	(252		)	(567		)
Income tax (benefit) expense	$	(2,546	)	$	1,260		$	(308	)

LHL’s deferred tax assets (liabilities) as of December 31, 2015 and 2014 were as follows:

	December 31,
	2015			2014
Net operating loss carryforwards	$	4,175		$	1,618
Bad debt reserves	255			214
Golf membership deferred revenue (1)	(343		)	(256		)
Straight-line rent (1)	(643		)	(129		)
Other	122			0
Net deferred tax assets	$	3,566		$	1,447

⁽¹⁾ Amounts included in accounts payable and accrued expenses in the accompanying consolidated balance sheets for 2014. For 2015, amounts netted because of the existence of deferred tax assets in both federal and state jurisdictions.

As of December 31, 2015, the Company had net deferred tax assets of $3,566 primarily due to the current year’s federal net operating loss and current and past years’ state tax net operating losses. These loss carryforwards will generally expire in 2016 through 2035 if not utilized by then. The Company analyzes state loss carryforwards on a state by state basis and records a valuation allowance when management deems it more likely than not that future results will not generate sufficient taxable income in the respective state to realize the deferred tax asset prior to the expiration of the loss carryforwards. Management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets related to federal and state loss carryforwards prior to the expiration of the loss carryforwards and has determined that no valuation

F-34

allowance is necessary. From time to time, the Company may be subject to federal, state or local tax audits in the normal course of business.

Regarding accounting for uncertainty in income taxes, GAAP guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. The Company must determine whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the previously unrecognized benefit associated with the position is recognized in the financial statements. This guidance applies to all positions related to income taxes.

The Company has no material unrecognized income tax benefits as of December 31, 2015 and 2014. As of December 31, 2015, the tax years that remain subject to examination by major tax jurisdictions generally include 2011 through 2015.

10. Fair Value Measurements

In evaluating fair value, GAAP outlines a valuation framework and creates a fair value hierarchy that distinguishes between market assumptions based on market data (observable inputs) and a reporting entity’s own assumptions about market data (unobservable inputs). The hierarchy ranks the quality and reliability of inputs used to determine fair value, which are then classified and disclosed in one of the three categories. The three levels are as follows:

Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date.

Level 2—Observable inputs, other than quoted prices included in level 1, such as interest rates, yield curves, quoted prices in active markets for similar assets and liabilities, and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3—Unobservable inputs that are supported by limited market activity. This includes certain pricing models, discounted cash flow methodologies and similar techniques when observable inputs are not available.

The Company estimates the fair value of its financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and subjectivity are involved in developing these estimates and, accordingly, such estimates are not necessarily indicative of amounts that would be realized upon disposition.

Recurring Measurements

For assets and liabilities measured at fair value on a recurring basis, quantitative disclosure of their fair value is as follows:

		Fair Value Measurements at
		December 31, 2015		December 31, 2014
		Using Significant Other Observable
		Inputs (Level 2)
Description	Consolidated Balance Sheet Location
Derivative interest rate instruments	Prepaid expenses and other assets	$	1,605	$	1,520
Derivative interest rate instruments	Accounts payable and accrued expenses	$	1,702	$	770

The fair value of each derivative instrument is based on a discounted cash flow analysis of the expected cash flows under each arrangement. This analysis reflects the contractual terms of the derivative instrument, including the period to maturity, and utilizes observable market-based inputs, including interest rate curves and implied volatilities, which are classified within level 2 of the fair value hierarchy. The Company also incorporates credit value adjustments to appropriately reflect each parties’ nonperformance risk in the fair value measurement, which utilizes level 3 inputs such as estimates of current credit spreads. However, the Company has assessed that the credit valuation adjustments are not significant to the overall valuation of the derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified within level 2 of the fair value hierarchy.

F-35

Financial Instruments Not Measured at Fair Value

The following table represents the fair value, derived using level 2 inputs, of financial instruments presented at carrying value in the Company’s consolidated financial statements as of December 31, 2015 and 2014:

	December 31, 2015				December 31, 2014
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Note receivable	$	80,000	$	80,000	$	0	$	0
Borrowings under credit facilities	$	21,000	$	21,061	$	0	$	0
Term loans	$	855,000	$	856,038	$	477,500	$	476,996
Bonds payable	$	42,500	$	42,500	$	42,500	$	42,500
Mortgage loans	$	511,294	$	511,786	$	501,090	$	510,250

The Company estimated the fair value of its borrowings under credit facilities, term loans, bonds payable and mortgage loans using interest rates ranging from 1.5% to 4.4% as of December 31, 2015 and from 1.6% to 4.3% as of December 31, 2014 with a weighted average effective interest rate of 2.1% and 2.9% as of December 31, 2015 and 2014, respectively. The assumptions reflect the terms currently available on similar borrowings to borrowers with credit profiles similar to the Company’s. At December 31, 2015, the carrying amount of the note receivable was representative of its fair value due to the short-term nature and recent acquisition of this instrument.

At December 31, 2015 and 2014, the carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and distributions payable were representative of their fair values due to the short-term nature of these instruments and the recent acquisition of these items.

11. Earnings per Common Share

The limited partners’ outstanding common partnership units in the Operating Partnership (which may be converted to common shares of beneficial interest) have been excluded from the diluted earnings per share calculation as there would be no effect on the amounts since the limited partners’ share of income or loss would also be added back to net income or loss. Any anti-dilutive shares have been excluded from the diluted earnings per share calculation. Unvested share-based payment awards expected to vest that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. Accordingly, distributed and undistributed earnings attributable to unvested restricted shares (participating securities) have been excluded, as applicable, from net income or loss attributable to common shareholders used in the basic and diluted earnings per share calculations. Net income or loss figures are presented net of noncontrolling interests in the earnings per share calculations.

F-36

The computation of basic and diluted earnings per common share is as follows:

	For the year ended December 31,
	2015			2014			2013
Numerator:
Net income attributable to common shareholders	$	123,383		$	197,561		$	70,984
Dividends paid on unvested restricted shares	(542		)	(411		)	(353		)
Undistributed earnings attributable to unvested restricted shares	0			(138		)	0
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	122,841		$	197,012		$	70,631
Denominator:
Weighted average number of common shares - basic	112,685,235			104,188,785			97,041,484
Effect of dilutive securities:
Compensation-related shares	411,185			357,110			187,187
Weighted average number of common shares - diluted	113,096,420			104,545,895			97,228,671
Earnings per Common Share - Basic:
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	1.09		$	1.89		$	0.73
Earnings per Common Share - Diluted:
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	1.09		$	1.88		$	0.73

12. Supplemental Information to Statements of Cash Flows

	For the year ended December 31,
	2015			2014			2013
Interest paid, net of capitalized interest	$	52,155		$	54,558		$	55,754
Interest capitalized	902			400			649
Income taxes paid, net	3,112			815			2,353
Increase in distributions payable on common shares	8,477			13,227			10,044
Decrease in distributions payable on preferred shares	0			(1,064		)	(59		)
Write-off of fully depreciated furniture, fixtures and equipment	16,000			582			7,888
Write-off of fully amortized deferred financing costs	131			273			203
Increase (decrease) in accrued capital expenditures	2,334			(994		)	3,116
Grant of nonvested shares and awards to employees and executives, net	5,188			7,953			5,258
Issuance of common shares for Board of Trustees compensation (1)	1,874			602			277
In conjunction with the sale of properties, the Company disposed of
the following assets and liabilities:
Investment in properties, net of closing costs	$	0		$	167,921		$	0
Other assets	0			1,397			0
Liabilities	0			(1,480		)	0
Sale of properties	$	0		$	167,838		$	0
In conjunction with the acquisition of properties, the Company assumed
the following assets and liabilities:
Investment in properties (after credits at closing)	$	(445,734	)	$	(194,198	)	$	(349,802	)
Other assets	(1,897		)	(1,361		)	(2,509		)
Liabilities	8,474			4,448			50,176
Acquisition of properties	$	(439,157	)	$	(191,111	)	$	(302,135	)

⁽¹⁾ Refer to Note 6 for issuances of previously deferred shares in 2014 and 2015.

F-37

13. Subsequent Events

On January 1, 2016, the Company issued 13,864 common shares of beneficial interest and authorized an additional 4,910 deferred shares to the independent members of its Board of Trustees for their 2015 compensation. These common shares of beneficial interest were issued under the 2014 Plan.

On January 4, 2016, the Company received 38,193 common shares of beneficial interest related to executives and employees surrendering shares to pay taxes at the time restricted shares vested.

The Company paid the following common and preferred share dividends subsequent to December 31, 2015:

	Dividend per		For the Quarter	Record	Payable
Security Type	Share/Unit (1)		Ended	Date	Date
Common Shares/Units	$	0.45	December 31, 2015	December 31, 2015	January 15, 2016
7 ½% Series H Preferred Shares	$	0.47	December 31, 2015	January 1, 2016	January 15, 2016
6 ⅜% Series I Preferred Shares	$	0.40	December 31, 2015	January 1, 2016	January 15, 2016

⁽¹⁾  Amounts are rounded to the nearest whole cent for presentation purposes.

On January 4, 2016, the Company repaid without fee or penalty the Westin Michigan Avenue mortgage loan in the amount of $131,262 plus accrued interest through borrowings under its senior unsecured credit facility. The loan was due to mature in April 2016.

On January 4, 2016, the Company repaid without fee or penalty the Indianapolis Marriott Downtown mortgage loan in the amount of $96,097 plus accrued interest through borrowings under its senior unsecured credit facility. The loan was due to mature in July 2016.

On February 11, 2016, the Company repaid without fee or penalty The Roger mortgage loan in the amount of $58,831 plus accrued interest through borrowings under its senior unsecured credit facility. The loan was due to mature in August 2016.

14. Quarterly Operating Results (Unaudited)

The Company’s unaudited consolidated quarterly operating data for the years ended December 31, 2015 and 2014 (in thousands, except per share data) follows. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of quarterly results have been reflected in the data. It is also management’s opinion, however, that quarterly operating data for hotel enterprises are not indicative of results to be achieved in succeeding quarters or years.

	Year Ended December 31, 2015
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Total revenues	$	250,809		$	341,387		$	331,004		$	296,322
Total expenses	248,071			282,376			283,462			269,784
Net income	2,738			59,011			47,542			26,538
Net income attributable to noncontrolling interests	(15		)	(147		)	(75		)	(40		)
Distributions to preferred shareholders	(3,042		)	(3,042		)	(3,043		)	(3,042		)
Net (loss) income attributable to common shareholders	$	(319	)	$	55,822		$	44,424		$	23,456
Earnings per Common Share—Basic:
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	0.00		$	0.49		$	0.39		$	0.21
Earnings per Common Share—Diluted:
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	0.00		$	0.49		$	0.39		$	0.21
Weighted average number of common shares outstanding:
Basic	112,647,715			112,728,085			112,731,358			112,633,429
Diluted	112,647,715			113,141,908			113,137,284			113,028,661

F-38

	Year Ended December 31, 2014
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Total revenues	$	220,653		$	356,663		$	357,661		$	269,818
Total expenses	225,524			265,695			256,149			243,930
Net (loss) income	(4,871		)	90,968			101,512			25,888
Net loss (income) attributable to noncontrolling interests	6			(274		)	(297		)	(87		)
Distributions to preferred shareholders	(4,107		)	(4,142		)	(3,042		)	(3,042		)
Issuance costs of redeemed preferred shares	0			(942		)	(9		)	0
Net (loss) income attributable to common shareholders	$	(8,972	)	$	85,610		$	98,164		$	22,759
Earnings per Common Share—Basic:
Net (loss) income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	(0.09	)	$	0.82		$	0.94		$	0.22
Earnings per Common Share—Diluted:
Net (loss) income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	(0.09	)	$	0.82		$	0.94		$	0.21
Weighted average number of common shares outstanding:
Basic	103,691,657			103,698,332			103,798,853			105,550,157
Diluted	103,691,657			104,024,472			104,133,553			105,902,098

F-39

LASALLE HOTEL PROPERTIES

Schedule III—Real Estate and Accumulated Depreciation

As of December 31, 2015

(in thousands)

				Initial Cost						Cost Capitalized Subsequent to Acquisition (1)							Gross Amounts at Which Carried at Close of Period												Life on Which Depreciation in Statement of Operations is Computed
		Encum- brances		Land		Building and Improve- ments		Furniture, Fixtures and Equipment		Land		Building and Improve- ments			Furniture, Fixtures and Equipment		Land		Building and Improve- ments		Furniture, Fixtures and Equipment		Accumu- lated Depre- ciation		Net Book Value		Date of Original Construc- tion	Date of Acqui- sition
1.	Le Montrose Suite Hotel	$	0	$	5,004	$	19,752	$	2,951	$	0	$	5,309		$	14,063	$	5,004	$	25,061	$	17,014	$	27,587	$	19,492	1976	4/29/1998	3-40 years
2.	San Diego Paradise Point Resort and Spa	0		0		69,639		3,665		154		41,164			33,962		154		110,803		37,627		89,290		59,294		1962	6/1/1998	3-40 years
3.	Hyatt Regency Boston Harbor	42,500		0		66,159		5,246		16		4,785			15,066		16		70,944		20,312		54,451		36,821		1993	6/24/1998	3-40 years
4.	Topaz Hotel	0		2,137		8,549		0		12		4,307			6,366		2,149		12,856		6,366		12,042		9,329		1963	3/8/2001	3-40 years
5.	Hotel Madera	0		1,682		6,726		0		15		5,559			6,442		1,697		12,285		6,442		10,673		9,751		1963	3/8/2001	3-40 years
6.	Hotel Rouge	0		2,162		8,647		0		17		5,071			8,187		2,179		13,718		8,187		14,019		10,065		1963	3/8/2001	3-40 years
7.	Mason & Rook Hotel	0		2,636		10,546		0		14		10,048			777		2,650		20,594		777		9,573		14,448		1962	3/8/2001	3-40 years
8.	The Liaison Capitol Hill	0		8,353		33,412		2,742		19		15,453			22,295		8,372		48,865		25,037		44,815		37,459		1968	6/1/2001	3-40 years
9.	Lansdowne Resort	0		27,421		74,835		3,114		33,147		27,818			29,557		60,568		102,653		32,671		75,632		120,260		1991	6/17/2003	3-40 years
10.	Hotel George	0		1,743		22,221		531		0		867			8,587		1,743		23,088		9,118		14,834		19,115		1928	9/18/2003	3-40 years
11.	Indianapolis Marriott Downtown	96,097		0		96,173		9,879		0		2,018			4,653		0		98,191		14,532		51,657		61,066		2001	2/10/2004	3-40 years
12.	Chaminade Resort and Conference Center	0		5,240		13,111		299		24		9,023			11,338		5,264		22,134		11,637		18,734		20,301		1985	11/18/2004	3-40 years
13.	Hilton San Diego Gaslamp Quarter	0		5,008		77,892		2,250		0		1,353			11,621		5,008		79,245		13,871		30,336		67,788		2000	1/6/2005	3-40 years
14.	The Grafton on Sunset	0		1,882		23,226		431		11		3,482			9,575		1,893		26,708		10,006		11,596		27,011		1954	1/10/2005	3-40 years
15.	Onyx Hotel	0		6,963		21,262		445		3,561		211			3,830		10,524		21,473		4,275		7,920		28,352		2004	5/18/2005	3-40 years
16.	Westin Copley Place	225,000		0		295,809		28,223		0		22,512			44,179		0		318,321		72,402		147,104		243,619		1983	8/31/2005	3-40 years
17.	Hotel Deca	0		4,938		21,720		577		0		826			6,131		4,938		22,546		6,708		10,753		23,439		1931	12/8/2005	3-40 years
18.	The Hilton San Diego Resort and Spa	0		0		85,572		4,800		122		15,834			19,005		122		101,406		23,805		50,559		74,774		1962	12/15/2005	3-40 years
19.	The Donovan	0		11,384		34,573		0		0		36,539			15,540		11,384		71,112		15,540		38,000		60,036		1972	12/16/2005	3-40 years
20.	Le Parc Suite Hotel	0		13,971		31,742		2,741		3		2,322			9,952		13,974		34,064		12,693		18,658		42,073		1970	1/27/2006	3-40 years
21.	Westin Michigan Avenue	131,262		38,158		154,181		24,112		17		17,572			28,670		38,175		171,753		52,782		85,046		177,664		1963/1972	3/1/2006	3-40 years
22.	Hotel Chicago	0		9,403		104,148		889		155		27,566			28,661		9,558		131,714		29,550		57,572		113,250		1998	3/1/2006	3-40 years
23.	Alexis Hotel	0		6,581		31,062		578		13		10,421			8,629		6,594		41,483		9,207		19,488		37,796		1901/1982	6/15/2006	3-40 years
24.	Hotel Solamar	0		0		79,111		7,890		0		415			8,111		0		79,526		16,001		28,993		66,534		2005	8/1/2006	3-40 years
25.	Gild Hall	0		6,732		45,016		984		2		3,157			10,282		6,734		48,173		11,266		22,438		43,735		1999	11/17/2006	3-40 years
26.	Hotel Amarano Burbank	0		5,982		29,292		1,253		329		6,394			7,700		6,311		35,686		8,953		12,478		38,472		2002	12/19/2006	3-40 years
27.	Sofitel Washington, DC Lafayette Square	0		11,082		80,342		2,619		0		409			13,344		11,082		80,751		15,963		19,005		88,791		2002	3/1/2010	3-40 years
28.	The Marker San Francisco	0		11,435		53,186		3,736		0		1,884			9,375		11,435		55,070		13,111		14,400		65,216		1910/1995	9/1/2010	3-40 years
29.	Westin Philadelphia	0		35,100		106,100		3,776		0		817			9,589		35,100		106,917		13,365		20,591		134,791		1990	9/1/2010	3-40 years
30.	Embassy Suites Philadelphia - Center City	0		13,600		62,900		2,504		0		2,135			5,011		13,600		65,035		7,515		14,472		71,678		1963/1993	9/1/2010	3-40 years
31.	The Roger	58,935		0		95,079		3,509		0		(138		)	12,052		0		94,941		15,561		26,265		84,237		1930/1998	10/6/2010	3-34 years
32.	Chamberlain West Hollywood	0		6,470		29,085		2,895		0		303			3,994		6,470		29,388		6,889		8,120		34,627		1970/2005	12/6/2010	3-40 years
33.	Viceroy Santa Monica	0		0		75,270		4,747		0		390			4,582		0		75,660		9,329		15,650		69,339		1967/2002	3/16/2011	3-40 years
34.	Villa Florence	0		12,413		50,997		3,202		0		0			9,864		12,413		50,997		13,066		10,273		66,203		1908	10/5/2011	3-40 years
35/36.	Park Central Hotel New York/WestHouse Hotel New York	0		135,306		250,262		9,004		0		38,270			49,434		135,306		288,532		58,438		56,922		425,354		1928	12/29/2011	3-40 years
37.	Hotel Palomar, Washington, DC	0		26,859		111,214		5,648		0		782			4,759		26,859		111,996		10,407		15,768		133,494		1962	3/8/2012	3-40 years
38.	L’Auberge Del Mar	0		13,475		59,481		3,628		0		19			2,012		13,475		59,500		5,640		7,176		71,439		1989	12/6/2012	3-40 years
39.	The Liberty Hotel	0		0		160,731		9,040		0		263			3,980		0		160,994		13,020		18,005		156,009		1851/2007	12/28/2012	3-40 years
40.	Harbor Court Hotel	0		0		54,563		714		0		22			288		0		54,585		1,002		4,156		51,431		1926/1991	8/1/2013	3-35 years
41.	Hotel Triton	0		0		37,253		1,379		0		(3,188		)	617		0		34,065		1,996		3,301		32,760		1912/1991	8/1/2013	3-34.5 years
42.	Serrano Hotel	0		20,475		48,501		2,500		0		173			648		20,475		48,674		3,148		4,974		67,323		1928/1999	8/21/2013	3-40 years
43.	Southernmost Beach Resort Key West	0		101,517		79,795		3,105		0		1,328			2,438		101,517		81,123		5,543		6,727		181,456		1958-2008	8/27/2013	3-40 years
44.	Hotel Vitale	0		0		125,150		4,766		0		(172		)	344		0		124,978		5,110		7,173		122,915		2005	4/2/2014	3-40 years
45.	The Heathman Hotel	0		10,280		50,001		4,002		0		(174		)	121		10,280		49,827		4,123		2,051		62,179		1927	12/18/2014	3-40 years
46.	Pack Central San Francisco	0		80,640		255,105		14,057		0		41			976		80,640		255,146		15,033		8,538		342,281		1984	1/23/2015	3-40 years
47.	The Marker Waterfront Resort	0		48,133		41,143		6,656		0		0			48		48,133		41,143		6,704		1,771		94,209		2014	3/16/2015	3-40 years
	Total	$	553,794	$	694,165	$	3,290,534	$	195,087	$	37,631	$	323,190		$	506,655	$	731,796	$	3,613,724	$	701,742	$	1,229,586	$	3,817,676

⁽¹⁾    Costs of disposals, impairments and reclassifications to property under development are reflected as reductions to cost capitalized subsequent to acquisition. Reclassifications from property under development are reflected as increases to cost capitalized subsequent to acquisition.

F-40

LASALLE HOTEL PROPERTIES

Schedule III—Real Estate and Accumulated Depreciation—Continued

As of December 31, 2015

Reconciliation of Real Estate and Accumulated Depreciation:

Reconciliation of Real Estate:
Balance at December 31, 2012	$	3,885,289
Acquisition of hotel properties	349,802
Improvements and additions to hotel properties	108,034
Reclassification from property under development	16,317
Disposal of assets	(8,369		)
Balance at December 31, 2013	$	4,351,073
Acquisition of hotel properties	194,198
Improvements and additions to hotel properties	66,706
Reclassification from property under development	14,163
Disposal of hotels	(130,846		)
Disposal of assets	(1,220		)
Balance at December 31, 2014	$	4,494,074
Acquisition of hotel properties	445,734
Improvements and additions to hotel properties	93,599
Reclassification from property under development	30,343
Disposal of assets	(16,488		)
Balance at December 31, 2015	$	5,047,262
Reconciliation of Accumulated Depreciation:
Balance at December 31, 2012	$	832,245
Depreciation	143,560
Disposal of assets	(7,920		)
Balance at December 31, 2013	$	967,885
Depreciation	154,585
Disposal of hotels	(56,130		)
Disposal of assets	(822		)
Balance at December 31, 2014	$	1,065,518
Depreciation	180,346
Disposal of assets	(16,278		)
Balance at December 31, 2015	$	1,229,586

F-41

EX-10.31

Exhibit 10.31

SECOND AMENDMENT TO THE

AMENDED & RESTATED SENIOR UNSECURED CREDIT AGREEMENT

Dated as of November 5, 2015

This Second Amendment to the Amended & Restated Senior Unsecured Credit Agreement (this “Amendment”) among LaSalle Hotel Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), LaSalle Hotel Properties, a Maryland real estate investment trust (the “Parent”), the subsidiaries of the Borrower party hereto (the “Subsidiary Guarantors” and together with the Parent, the “Guarantors”), CITIBANK, N.A. (“Citibank”), as administrative agent (the “Administrative Agent”) for the Banks, and the Required Lenders.

PRELIMINARY STATEMENTS:

(1)    The Borrower, the Guarantors, the Banks, the Administrative Agent and the other financial institutions party thereto entered into that certain Amended & Restated Senior Unsecured Credit Agreement dated as of January 8, 2014, as amended by that certain First Letter Amendment dated as of June 20, 2014 (the “Existing Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Existing Credit Agreement, as amended hereby;

(2)    In connection with the execution of that certain Senior Unsecured Term Loan Agreement dated as of the date hereof among the Borrower, the Guarantors, the Administrative Agent and certain lenders party thereto, the Administrative Agent and the Borrower wish to amend the Existing Credit Agreement to address certain changes to the terms thereof as set forth below; and

(3)    Subject to the terms and conditions herein, the Borrower, the Administrative Agent and the Required Lenders have agreed pursuant to Section 11.01 of the Existing Loan Amendment to amend the Existing Credit Agreement on the terms and subject to the conditions hereinafter set forth.

SECTION 1.Amendments to Existing Credit Agreement. The Existing Credit Agreement is, upon the occurrence of the Amendment Effective Date (as defined in Section 3 below), hereby amended as set forth below:

(a)The Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the comparison document attached as Annex A (as so amended, together with the schedules and exhibits to the Existing Credit Agreement, as any of the same are modified by this Amendment, the “Amended Credit Agreement”).

(b)The Existing Credit Agreement is hereby amended by deleting Exhibit C in its entirety and replacing it with a new Exhibit C in the form of Annex B hereto.

SECTION 2.Representations and Warranties. Each of the Borrower and each Guarantor hereby represents and warrants that:

(a)The representations and warranties contained in each of the Credit Documents (as amended or supplemented to date, including pursuant to this Amendment) to which it is a party are true and correct in all material respects on and as of the Amendment Effective Date (defined below), before and after giving effect to this Amendment, as though made on and as of such date (except for any such

representation and warranty that, by its terms, refers to an earlier date, in which case as of such earlier date).

(b)Such Person has taken all necessary corporate and other organizational action to authorize the execution, delivery and performance of this Amendment.

(c)This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(d)The execution and delivery of this Amendment does not (i) contravene any provision of the organizational documents of such Person or its general partner or managing member or (ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to such Person.

(e)No Default or Event of Default has occurred and is continuing, or would result from the entering into of this Amendment by any of the Borrower or any Guarantor.

SECTION 3.Conditions of Effectiveness. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which, and only if, the Administrative Agent shall have received on or before the date hereof, in form and substance satisfactory to the Administrative Agent (unless otherwise specified), counterparts of this Amendment executed by each of the Borrower and each Guarantor and those Banks comprising Required Lenders.

SECTION 4.Release of Unencumbered Properties. The Administrative Agent, by delivery of its counterpart of this Amendment, hereby releases each Subsidiary listed on Schedule 1 hereto from its obligations under the Guaranty in accordance with Section 5.09(b) of the Existing Credit Agreement.

SECTION 5.Reference to and Effect on the Existing Credit Agreement, the Notes and the Credit Documents. (a) This Amendment is a Credit Document. On and after the effectiveness of this Amendment, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement, and each reference in the Notes and each of the other Credit Documents to “the Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Existing Credit Agreement, as amended and modified by this Amendment to read in the form of the Amended Credit Agreement attached as Annex A.

(a)The Existing Credit Agreement, the Notes and each of the other Credit Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Bank or the Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of any of the Credit Documents.

(c)This Amendment shall not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or the Amended Credit Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement, which shall remain in full force and effect, except to any extent modified hereby or as provided in the exhibits hereto. Except for the release set forth in Section 4 above, nothing implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Borrower or the Guarantors from the Credit Documents.

SECTION 6.Ratification. The Existing Credit Agreement (as amended by this Amendment) and each of the other Credit Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as expressly provided in this Amendment, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Bank or the Administrative Agent under the Existing Credit Agreement or any of the other Credit Documents, nor constitute a waiver of any provision of the Existing Credit Agreement or any of the other Credit Documents.

SECTION 7.Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 11.04 of the Existing Credit Agreement.

SECTION 8.Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier, facsimile or as a .pdf, .jpeg, .TIF, .TIFF attachment to an electronic mail message or similar electronic format shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 9.Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[Balance of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

BORROWER:
LASALLE HOTEL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
By:	LaSalle Hotel Properties General Partner
	By:	/s/ Bruce A. Riggins
		Name:	Bruce A. Riggins
		Title:	Chief Financial Officer

PARENT:
LASALLE HOTEL PROPERTIES, a Maryland real estate investment trust
By:	/s/ Bruce A. Riggins
	Name:	Bruce A. Riggins
	Title:	Chief Financial Officer

[Signatures continue on the next page]

GUARANTORS:
LASALLE HOTEL LESSE, INC., an Illinois corporation
By:	/s/ Bruce A. Riggins
	Name:	Bruce A. Riggins
	Title:	Chief Financial Officer

GLASS HOUSES, a Maryland real estate investment trust
By:	/s/ Bruce A. Riggins
	Name:	Bruce A. Riggins
	Title:	Chief Financial Officer

DA ENTITY, LLC, a Delaware limited liability company
By:	LaSalle Hotel Properties Member
	By:	/s/ Bruce A. Riggins
		Name:	Bruce A. Riggins
		Title:	Chief Financial Officer
and
By:	RDA Entity, Inc. Member
	By:	/s/ Bruce A. Riggins
		Name:	Bruce A. Riggins
		Title:	Chief Financial Officer

RDA ENTITY, INC. LHO GRAFTON HOTEL LESSEE, INC. LHO LE PARC LESSEE, INC. LHO SANTA CRUZ ONE LESSEE, INC. LUCKY TOWN BURBANK LESSEE, INC. RAMROD LESSEE, INC. LHO MISSION BAY ROSIE LESSEE, INC. PARADISE LESSEE, INC. GEARY DARLING LESSEE, INC. CHAMBER MAID LESSEE, INC. SEASIDE HOTEL LESSEE, INC. LET IT FLHO LESSEE, INC. LASALLE WASHINGTON ONE LESSEE, INC. LHO LEESBURG ONE LESSEE, INC. LHO SAN DIEGO ONE LESSEE, INC., LHOBERGE LESSEE, INC. DIM SUM LESSEE, INC. FUN TO STAY LESSEE, INC. SERENITY NOW LESSEE, INC. SOULDRIVER LESSEE, INC. SF TREAT LESSEE, INC. VIVA SOMA LESSEE, INC., each, a Delaware corporation
By:	/s/ Bruce A. Riggins
	Name:	Bruce A. Riggins
	Title:	Chief Financial Officer

LHO WASHINGTON HOTEL ONE, L.L.C. LHO WASHINGTON HOTEL TWO, L.L.C. LHO WASHINGTON HOTEL THREE, LLC LHO WASHINGTON HOTEL FOUR, L.L.C. LHO WASHINGTON HOTEL SIX, L.L.C. I&G CAPITOL, LLC LHO TOM JOAD CIRCLE DC, L.L.C. H STREET SHUFFLE, LLC SILVER P, LLC, each, a Delaware limited liability company
By:	Glass Houses Managing Member
	By:	/s/ Bruce A. Riggins
		Name:	Bruce A. Riggins
		Title:	Chief Financial Officer

DC ONE LESSEE, L.L.C. DC TWO LESSEE, L.L.C. DC THREE LESSEE, L.L.C. DC FOUR LESSEE, L.L.C. DC SIX LESSEE, L.L.C. DC I&G CAPITAL LESSEE, L.L.C. LHO TOM JOAD CIRCLE DC LESSEE, L.L.C. H STREET SHUFFLE LESSEE, LLC SILVER P LESSEE, LLC, each, a Delaware limited liability company
By:	LaSalle Washington One Lessee, Inc. Managing Member
	By:	/s/ Bruce A. Riggins
		Name:	Bruce A. Riggins
		Title:	Chief Financial Officer

NYC SERENADE, L.L.C. LHO CHICAGO RIVER, L.L.C. LHO ALEXIS HOTEL, L.L.C. LHO ONYX HOTEL ONE, L.L.C. PC FESTIVUS, LLC, LOOK FORWARD, LLC SUNSET CITY, LLC PDX PIONEER, LLC BEACH CHARM, LLC LHO BADLANDS, L.L.C. each, a Delaware limited liability company
By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
	By:	LaSalle Hotel Properties General Partner
		By:	/s/ Bruce A. Riggins
			Name:	Bruce A. Riggins
			Title:	Chief Financial Officer

SEASIDE HOTEL, LP, a Delaware limited partnership
By:	Seaside Hotel, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

GEARY DARLING, LP, a Delaware limited partnership
By:	Geary Darling, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

CHAMBER MAID, LP, a Delaware limited partnership
By:	Chamber Maid, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LET IT FLHO, LP, a Delaware limited partnership
By:	Let It FLHO, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO GRAFTON HOTEL, L.P., a Delaware limited partnership
By:	LHO Grafton Hotel, L.L.C. General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO LE PARC, L.P., a Delaware limited partnership
By:	LHO Le Parc, L.L.C. General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO SANTA CRUZ HOTEL, L.P., a Delaware limited partnership
By:	LHO Santa Cruz Hotel One, L.L.C. General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LUCKY TOWN BURBANK, L.P., a Delaware limited partnership
By:	Lucky Town Burbank, L.L.C. General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO MISSION BAY ROSIE HOTEL, L.P., a Delaware limited partnership
By:	LHO Mission Bay Rosie Hotel, L.L.C. General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO MISSION BAY HOTEL, L.P., a California limited partnership
By:	LHO San Diego Financing, L.L.C. General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO SAN DIEGO FINANCING, L.L.C., a Delaware limited liability company
By:	LaSalle Hotel Operating Partnership, L.P. Member
	By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO HOLLYWOOD LM, L.P., a Delaware limited partnership
	By:	LHO Hollywood Financing, Inc. General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO NEW ORLEANS LM, L.P., a Delaware limited partnership
	By:	LHO New Orleans Financing, Inc. General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

WILD INNOCENT I, LP, a Delaware limited partnership
By:	Innocent I, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

CHIMES OF FREEDOM, LLC, a Delaware limited liability company
By:	OF Freedom I, LLC Managing Member
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

WILD I, LLC CHIMES I, LLC OF FREEDOM I, LLC,each, a Delaware limited liability company
By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
	By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO ONYX ONE LESSEE, L.L.C. NYC SERENADE LESSEE, L.L.C. LHO CHICAGO RIVER LESSEE, L.L.C. LHO ALEXIS LESSEE, L.L.C. CHIMES OF FREEDOM LESSEE,LLC WILD INNOCENT I LESSEE, LLC PC FESTIVUS LESSEE, LLC, SUNSET CITY LESSEE, LLC LOOK FORWARD LESSEE, LLC PDX PIONEER LESSEE, LLC LHO BADLANDS LESSEE, L.L.C. HARBORSIDE LESSEE, LLC, each, a Delaware limited liability company
	By:	LaSalle Hotel Lessee, Inc. Managing Member
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO SAN DIEGO HOTEL ONE, L.P.,a Delaware limited partnership
By:	LHO San Diego Hotel One, L.L.C. General Partner
	By:	LaSalle Hotel Operating Partnership, L.P.Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHOBERGE, LP a Delaware limited partnership
By:	LHOberge, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P.Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

DON’T LOOK BACK, LLC a Delaware limited liability company
By:	Look Forward, LLC Manager
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

DON’T LOOK BACK LESSEE, LLC a Delaware limited liability company
By:	Look Forward Lessee, LLC Managing Member
	By:	LaSalle Hotel Lessee, Inc. Managing Member
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

DIM SUM, LP a Delaware limited partnership
By:	Dim Sum, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P.Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

FUN TO STAY, LP a Delaware limited partnership
By:	FUN TO STAY, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P.Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

SERENITY NOW, LP a Delaware limited partnership
By:	SERENITY NOW, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P.Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

SOULDRIVER, L.P. a Delaware limited partnership
By:	Souldriver, L.L.C. General Partner
	By:	LaSalle Hotel Operating Partnership, L.P.Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

VIVA SOMA LP a Delaware limited partnership
By:	Viva Soma, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P.Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

SF TREAT, LP a Delaware limited partnership
By:	SF Treat, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P.Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

HARBORSIDE, LLC, a Florida limited liability company
By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
	By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

Acknowledged and Agreed as of the date first above written:

CITIBANK, N.A., as Administrative Agent

By:    /s/ John C. Rowland                    Name: John C. Rowland    Title: Vice President

[Signatures continue on the next page]

REQUIRED LENDERS:

Citibank, N.A., as a Bank

By:    /s/ John C. Rowland                Name: John C. Rowland    

Title: Vice President

BANK OF MONTREAL,

as a Bank

By:    /s/ Gwendolyn Gatz        Name: Gewndolyn Gatz    

Title: Vice President

COMPASS BANK, as a Bank

By:    /s/ Don Byerly            Name: Don Byerly    Title: Senior Vice President

PNC BANK, NATIONAL ASSOCIATION,

as a Bank

By:    /s/ Katie V. Chowdhry            Name:     Katie V. Chowdhry    Title: Assistant Vice President

REGIONS BANK, as a Bank

By:    /s/ T. Barrett Vawter            Name:     T. Barrett Vawter    

Title: Vice President

U.S. BANK NATIONAL ASSOCIATION,

as a Bank

By:    /s/ Lori    Y. Jensen            Name:     Lori Y. Jensen    Title: Senior Vice President

WELLS FARGO BANK, NATIONAL

ASSOCIATION, as a Bank

By:    /s/ Mark F. Monahan                Name: Mark F. Monahan

Title: Senior Vice President

BRANCH BANKING AND TRUST COMPANY,

as a Bank

By:    /s/ Brian Waldron                Name:     Brian Waldron    Title: Assistant Vice President

CREDIT AGRICOLE CORPORATE AND

INVESTMENT BANK, as a Bank

By:    /s/ Jason Chrein                Name: Jason Chrein    Title: Managing Director

By:    /s/ Joseph A. Asciolla            Name:     Joseph A. Asciolla    Title: Managing Director

RAYMOND JAMES BANK, N.A.,

as a Bank

By:    /s/ James M. Armstrong            Name:     James Armstrong    Title: Senior Vice President

ROYAL BANK OF CANADA,

as a Bank

By:    /s/ Joshua Freedman            Name:     Joshua Freedman    Title: Authorized Signatory

DEUTSCHE BANK AG NEW YORK BRANCH,

as a Bank

By:    /s/ James Rolison        Name:     James Rolison    Title: Managing Director

By:    /s/ Joanna Soliman        Name:     Joanna Soliman    Title: Vice President

TD BANK, N.A., as a Bank

By:    /s/ John Howell            Name: John Howell    Title: Vice President

BANK OF AMERICA, N.A., as a Lender Bank

By:    /s/ Roger C. Davis            Name:     Roger C. Davis    Title: Senior Vice President

BARCLAYS BANK PLC, as a Lender

By:    /s/ Christopher R. Lee            Name:     Christopher R. Lee

Title: Vice President

MORGAN STANLEY BANK, N.A.,

as a Bank

By:    /s/ Jason Lipschitz            Name:     Jason Lipschitz    

Title: Authorized Signatory

TAIWAN COOPERATIVE BANK, LTD.,

acting through its Los Angeles Branch,

as a Bank

By:    /s/ Ming-Chih Chen            Name:     Ming-Chih Chen    Title: VP & GM

Schedule 1

1.    Micasa Shucasa, LLC

2.    LHO Alexandria One, LLC

3.    LHO Alexandria One Lessee, LLC

4.    LHO Viking Hotel, LLC

Annex A

[See attached.]

(Includes First Letter Amendment dated as of June 20, 2014 and Second Amendment dated as of November 5, 2015)

AMENDED & RESTATED SENIOR UNSECURED CREDIT AGREEMENT

Dated as of January 8, 2014

As amended by FIRST LETTER AMENDMENT dated as of June 20, 2014 and

SECOND AMENDMENT TO THE AMENDED AND RESTATED SENIOR UNSECURED CREDIT AGREEMENT dated as of November 5, 2015

among

LASALLE HOTEL OPERATING PARTNERSHIP, L.P.,

as the Borrower,

LASALLE HOTEL PROPERTIES,

as the Parent,

THE GUARANTORS NAMED HEREIN,

as the Guarantors,

CITIBANK, N.A.,

as Administrative Agent,

The Banks Party Hereto,

as the Banks,

CITIBANK, N.A.,

BANK OF MONTREAL,
and
THE ROYAL BANK OF SCOTLAND PLC,

as Issuing Banks,

BANK OF MONTREAL,
and
THE ROYAL BANK OF SCOTLAND PLC,

as Co-Syndication Agents,

COMPASS BANK,

PNC BANK, NATIONAL ASSOCIATION,

REGIONS BANK,

U.S. BANK NATIONAL ASSOCIATION,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

BRANCH BANKING AND TRUST COMPANY,

CRÉDITAGRICOLE CORPORATE AND INVESTMENT BANK,

RAYMOND JAMES BANK, N.A.,

ROYAL BANK OF CANADA,

and

SUMITOMO MITSUI BANKING CORPORATION,

as Co-Documentation Agents

and

CITIGROUP GLOBAL MARKETS INC.,
BMO CAPITAL MARKETS,
and
RBS SECURITIES INC.,

as Joint Lead Arrangers and Joint Book Running Managers

TABLE OF CONTENTS

		PAGE
ARTICLE I	DEFINITIONS AND ACCOUNTING TERMS	1
Section 1.01	Certain Defined Terms	1
Section 1.02	Computation of Time Periods	29
Section 1.03	Accounting Terms; Changes in GAAP	29
Section 1.04	Types of Advances	30
Section 1.05	Miscellaneous	30
Section 1.06	Commitment Increases	30
Section 1.07	Maturity Date Extension	31
ARTICLE II	ADVANCES AND THE LETTERS OF CREDIT	31
Section 2.01	The Advances	31
Section 2.02	Method of Borrowing	31
Section 2.03	Fees	34
Section 2.04	Reduction of the Commitments	35
Section 2.05	Repayment of Advances	35
Section 2.06	Interest	36
Section 2.07	Prepayments	37
Section 2.08	Breakage Costs	37
Section 2.09	Increased Costs	37
Section 2.10	Payments and Computations	39
Section 2.11	Taxes	40
Section 2.12	Illegality	43
Section 2.13	Letters of Credit	44
Section 2.14	Bank Replacement	47
Section 2.15	Sharing of Payments, Etc.	48
Section 2.16	Defaulting Lenders	48
Section 2.17	Reallocation of Bank Pro Rata Shares	51
ARTICLE III	CONDITIONS OF LENDING	51
Section 3.01	Conditions Precedent to Initial Advance	51
Section 3.02	Conditions Precedent for each Borrowing or Letter of Credit	54
ARTICLE IV	REPRESENTATIONS AND WARRANTIES	55
Section 4.01	Existence; Qualification; Partners; Subsidiaries	56
Section 4.02	Partnership and Corporate Power	56
Section 4.03	Authorization and Approvals	57
Section 4.04	Enforceable Obligations	57
Section 4.05	Parent Stock	57
Section 4.06	Financial Statements	57
Section 4.07	True and Complete Disclosure	57
Section 4.08	Litigation	58
Section 4.09	Use of Proceeds	58

i

Section 4.10	Investment Company Act	58
Section 4.11	Taxes	58
Section 4.12	Pension Plans	59
Section 4.13	Condition of Hotel Property; Casualties; Condemnation	59
Section 4.14	Insurance	59
Section 4.15	No Burdensome Restrictions; No Defaults	59
Section 4.16	Environmental Condition	59
Section 4.17	Legal Requirements, Zoning, Utilities, Access	60
Section 4.18	Existing Indebtedness	60
Section 4.19	Title; Encumbrances	61
Section 4.20	Leasing Arrangements	61
Section 4.21	Unencumbered Properties	61
Section 4.22	OFAC	61
ARTICLE V	AFFIRMATIVE COVENANTS	62
Section 5.01	Compliance with Laws, Etc.	62
Section 5.02	Preservation of Existence, Separateness, Etc.	62
Section 5.03	Payment of Taxes, Etc.	63
Section 5.04	Visitation Rights; Bank Meeting	63
Section 5.05	Reporting Requirements	64
Section 5.06	Maintenance of Property	66
Section 5.07	Insurance	67
Section 5.08	Use of Proceeds	67
Section 5.09	New Guarantors	67
ARTICLE VI	NEGATIVE COVENANTS	67
Section 6.01	Liens, Etc.	67
Section 6.02	Indebtedness	68
Section 6.03	Agreements Restricting Distributions From Subsidiaries	69
Section 6.04	Restricted Payments	69
Section 6.05	Fundamental Changes; Asset Dispositions	70
Section 6.06	Participating Lessee Ownership	70
Section 6.07	Investments, Loans, Future Properties	71
Section 6.08	Affiliate Transactions	72
Section 6.09	Sale and Leaseback	72
Section 6.10	Sale or Discount of Receivables	72
Section 6.11	Restriction on Negative Pledges	72
Section 6.12	Material Documents	72
Section 6.13	Limitations on Development, Construction, Renovation and Purchase of Hotel Properties	73
Section 6.14	OFAC	73
ARTICLE VII	FINANCIAL COVENANTS	73
Section 7.01	Fixed Charge Coverage Ratio	73
Section 7.02	Maintenance of Net Worth	73

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Section 7.03	Limitations on Total Liabilities	73
Section 7.04	Limitations on Unsecured Indebtedness	73
Section 7.05	Limitations on Secured Indebtedness	74
ARTICLE VIII	EVENTS OF DEFAULT; REMEDIES	74
Section 8.01	Events of Default	74
Section 8.02	Optional Acceleration of Maturity	77
Section 8.03	Automatic Acceleration of Maturity	77
Section 8.04	Cash Collateral Account	77
Section 8.05	Non-exclusivity of Remedies	78
Section 8.06	Right of Set-off	78
ARTICLE IX	NEW YORK PROPERTIES	78
Section 9.01	New York Term Notes	78
ARTICLE X	AGENCY AND ISSUING BANK PROVISIONS	83
Section 10.01	Authorization and Action	83
Section 10.02	Administrative Agent's Reliance, Etc.	83
Section 10.03	Administrative Agent and Its Affiliates	83
Section 10.04	Bank Credit Decision	84
Section 10.05	Indemnification	84
Section 10.06	Successor Administrative Agent and Issuing Banks	84
Section 10.07	Co-Syndication Agents, Joint Lead Arrangers and Joint Book Running Managers, Co-Documentation Agents	85
Section 10.08	Designation of Additional Agents	85
ARTICLE XI	MISCELLANEOUS	85
Section 11.01	Amendments, Etc.	85
Section 11.02	Notices, Etc.	87
Section 11.03	No Waiver; Remedies	89
Section 11.04	Costs and Expenses	89
Section 11.05	Binding Effect	89
Section 11.06	Bank Assignments and Participations	89
Section 11.07	Indemnification	92
Section 11.08	Execution in Counterparts	93
Section 11.09	Survival of Representations, Indemnifications, etc.	93
Section 11.10	Severability	93
Section 11.11	Entire Agreement	93
Section 11.12	Usury Not Intended	93
Section 11.13	Governing Law	94
Section 11.14	Consent to Jurisdiction; Service of Process; Jury Trial	94
Section 11.15	Knowledge of Borrower	95
Section 11.16	Banks Not in Control	95
Section 11.17	Headings Descriptive	95
Section 11.18	Time is of the Essence	95
Section 11.19	Scope of Indemnities	95
Section 11.20	Confidentiality	95

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Section 11.21	USA Patriot Act Notice	96
Section 11.22	No Fiduciary Duties	96
Section 11.23	Release of Guarantors	97

EXHIBITS:

EXHIBIT A    —    FORM OF NOTEEXHIBIT B    —    FORM OF ASSIGNMENT AND ACCEPTANCE
EXHIBIT C    —    FORM OF COMPLIANCE CERTIFICATE
EXHIBIT D    —    FORM OF ENVIRONMENTAL INDEMNITY
EXHIBIT E    —    FORM OF GUARANTY
EXHIBIT F    —    FORM OF NOTICE OF BORROWING
EXHIBIT G    —    FORM OF NOTICE OF CONVERSION OR CONTINUATION
EXHIBIT H    —    FORM OF NEW YORK MORTGAGE
EXHIBIT I    —    FORM OF NEW YORK TERM NOTE

SCHEDULES:

SCHEDULE 1.01(A)    —    COMMITMENTS
SCHEDULE 1.01(B)    —    EXISTING PROPERTIESSCHEDULE 1.01(C)    —    GUARANTORS
SCHEDULE 1.01(D)    —    QUALIFIED GROUND LEASES
SCHEDULE 1.01(E)    —    EXISTING LETTERS OF CREDIT
SCHEDULE 4.01    —    SUBSIDIARIES
SCHEDULE 4.08    —    LITIGATIONSCHEDULE 4.17    —    LEGAL REQUIREMENTS; ZONING; UTILITIES; ACCESS
SCHEDULE 4.18    —    EXISTING INDEBTEDNESSSCHEDULE 5.07    —    INSURANCE

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AMENDED & RESTATED SENIOR UNSECURED CREDIT AGREEMENT

This SENIOR UNSECURED CREDIT AGREEMENT, dated as of January 8, 2014, is among LASALLE HOTEL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as the Borrower, LASALLE HOTEL PROPERTIES, a Maryland trust, as the Parent, the Guarantors from time to time party hereto, the Banks from time to time party hereto, CITIBANK, N.A., as Administrative Agent, CITIBANK, N.A., BANK OF MONTREAL and THE ROYAL BANK OF SCOTLAND PLC, as Issuing Banks, BANK OF MONTREAL and THE ROYAL BANK OF SCOTLAND PLC, as Co‑Syndication Agents, COMPASS BANK, PNC BANK, NATIONAL ASSOCIATION, REGIONS BANK, U.S. BANK NATIONAL ASSOCIATION, WELLS FARGO BANK, NATIONAL ASSOCIATION, BRANCH BANKING AND TRUST COMPANY, CRÉDITAGRICOLE CORPORATE AND INVESTMENT BANK, RAYMOND JAMES BANK, N.A., ROYAL BANK OF CANADA, and SUMITOMO MITSUI BANKING CORPORATION as Co-Documentation Agents, and CITIGROUP GLOBAL MARKETS INC., BMO CAPITAL MARKETS and RBS SECURITIES INC., as joint lead arrangers and joint book running managers.

The Borrower has requested, and the Banks have agreed to extend, certain credit facilities on the terms and conditions of this Agreement (the “Facility”). In consideration of the mutual agreements contained in this Agreement, the parties hereto do hereby agree as follows:

WITNESSETH THAT:

(1)    Pursuant to that certain Senior Unsecured Credit Agreement dated as of December 14, 2011, as amended by that certain First Letter Amendment dated as of May 11, 2012 (as so amended, the “Existing Agreement”), among the Borrower, the Parent, the guarantors party thereto, the banks described therein, Citibank, N.A., as administrative agent, the other parties from time to time party thereto, such banks extended certain commitments to make certain credit facilities available to the Borrower.

(2)    The Borrower, the Guarantors, the Administrative Agent, and the banks party to the Existing Agreement desire to amend and restate the Existing Agreement to make certain amendments to the Existing Agreement.

NOW, THEREFORE, in consideration of the recitals set forth above, which by this reference are incorporated into this Agreement set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and subject to the terms and conditions hereof and on the basis of the representations and warranties herein set forth, the parties hereto hereby agree to amend and restate the Existing Agreement to read in its entirety as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (unless otherwise indicated, such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Accession Agreement” means an Accession Agreement in the form attached respectively to the Guaranty and Environmental Indemnity as Annex 1 thereto, which agreement causes the Person executing and delivering the same to the Administrative Agent to become a party to the Guaranty and the Environmental Indemnity.

“Adjusted Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the greatest of (a) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate, (b) 2% per annum above the Federal Funds Rate and (c) one-month LIBOR as published on the applicable date of determination (or on the previous Business Day if such date of determination is not a Business Day), as the same may fluctuate from time to time, plus 1% per annum. Citibank’s base rate is a rate set by Citibank based upon various factors, including Citibank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such base rate announced by Citibank shall take effect at the opening of business on the day specified in the public announcement of such change.

“Adjusted Corporate EBITDA” means, for the Rolling Period of the Parent most recently ended for which financial statements have been, or are required to be, delivered to the Banks hereunder, the Corporate EBITDA for such period adjusted for (i) any Investments made or disposed of during such period to include or exclude, as appropriate, the Corporate EBITDA attributable to such Investments for such period, and (ii) any Hotel Property acquired or disposed of during such period to include or exclude, as appropriate, the Adjusted NOI of such Hotel Property for such period, plus the aggregate FF&E Reserves for such period for such Hotel Property; provided in each case that the addition or deduction of the Corporate EBITDA attributable to such Investments or such Hotel Property’s Adjusted NOI, as applicable, for such period is subject to verification by either an accounting firm reasonably acceptable to the Administrative Agent or written certification reasonably acceptable to the Administrative Agent from an officer of the Borrower that such Corporate EBITDA or Adjusted NOI, as the case may be, is true and accurate.

“Adjusted Net Worth” means, for the Parent as of any date, the sum of (a) the Parent’s Net Worth on such date plus (b) the minority interest reflected in the Parent’s balance sheet on such date determined in accordance with GAAP.

“Adjusted NOI” means, for any Hotel Property for the Rolling Period of the Parent most recently ended for which financial statements have been, or are required to be, delivered to the Banks hereunder, an amount (if positive) equal to (a) the net income of such Hotel Property for such period after taxes, as determined in accordance with GAAP, excluding, however, those items that the Administrative Agent determines are extraordinary items, including but not limited to (i) any net gain or loss during such period arising from the sale, exchange, or other disposition of capital assets (such term to include all fixed assets) other than in the ordinary course of business, (ii) any write‑up or write-down of assets, and (iii) expenses incurred in connection with hotel conversions prior to the opening of any such converted hotels; provided that to the extent that the net income for any Hotel Property does not include a reasonable allocation of administrative, accounting or other overhead of the Person or Persons who directly or indirectly own or lease such Hotel Property which directly pertains to the operation of Hotel Properties, then such allocation amount shall be deemed subtracted from such net income for purposes of the financial tests and other definitions contained in this Agreement which utilize Adjusted NOI, plus (b) to the extent deducted in determining Adjusted NOI, Interest Expense, income taxes, depreciation, amortization, and other non‑cash items for such period, as determined in accordance with GAAP, minus (c) the aggregate FF&E Reserves for such period for such Hotel Property; providedfurther that in no event shall the Adjusted NOI for any Hotel Property be less than zero.

“Administrative Agent” means Citibank, in its capacity as Administrative Agent for the Banks pursuant to Article X and any successor Administrative Agent appointed pursuant to Section 10.06.

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“Advance” means an Advance by a Bank to the Borrower, any such Advance being either a Base Rate Advance or a LIBOR Advance.

“Affected Bank” has the meaning set forth in Section 2.14(a).

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person or any Subsidiary of such Person. The term “control” (including the terms “controlled by” or “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of a Control Percentage, by contract or otherwise.

“Agreement” means this Senior Unsecured Credit Agreement, as amended by that certain First Letter Amendment dated as of June 20, 2014 and that certain Second Amendment to the Amended and Restated Senior Unsecured Credit Agreement dated as of November 5, 2015, and as the same may be amended, modified, restated or supplemented from time to time.

“Allocation Percentage” means, for any Person, with respect to a Person’s Joint Venture Subsidiary, the percentage ownership interest of such Person in such Joint Venture Subsidiary.

“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to the Borrower, the Parent or their Subsidiaries from time to time concerning or relating to bribery, corruption or money laundering.

“Applicable Lending Office” means, with respect to each Bank, such Bank’s Domestic Lending Office in the case of a Base Rate Advance and such Bank’s LIBOR Lending Office in the case of a LIBOR Advance.

“Applicable Margin” means, (a) with respect to each Type of Advance at any date, the applicable percentage per annum set forth below based upon the Status then in effect under the column for such Type of Advance, and (b) with respect to the letter of credit fee payable under Section 2.03(b) at any date, the applicable percentage per annum set forth below under the column “Letters of Credit & LIBOR Advances,” based upon the Status then in effect.

	Leverage Ratio	Base Rate Advances	Letters of Credit & LIBOR Advances
Level I Status	< 4.00:1.00	0.70%	1.70%
Level II Status	> 4.00:1.00 but < 5.00:1.00	0.85%	1.85%
Level III Status	> 5.00:1.00 but < 5.50:1.00	1.05%	2.05%
Level IV Status	> 5.50:1.00 but < 6.00:1.00	1.15%	2.15%
Level V Status	> 6.00:1.00	1.45%	2.45%

; provided, however, that in the event that the Parent achieves an Investment Grade Rating, the Parent may, upon written notice to the Administrative Agent, elect to convert to the ratings-based pricing grid set forth below (a “Ratings Grid Election”), in which case, commencing upon the effectiveness of such notice, the interest rate will be LIBOR plus the applicable margin determined by the Debt Rating of the Parent, as set forth below. Any Ratings Grid Election shall be irrevocable (subject to the provisions of the paragraph following the grid below).

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Debt Rating	Base Rate Advances	LIBOR Advances	Facility Fee
A-/A3	0.00%	0.90%	0.15%
BBB+/Baa1	0.00%	1.00%	0.15%
BBB/Baa2	0.10%	1.10%	0.20%
BBB-/Baa3	0.30%	1.30%	0.30%

If Parent has made the Ratings Grid Election as provided above but thereafter fails to maintain an Investment Grade Rating by at least one of S&P or Moody’s, then the applicable interest rate margin shall be determined pursuant to clause (a) and (b) above, as applicable, during the period commencing on the date Parent no longer has an Investment Grade Rating by at least one of S&P or Moody’s and ending on the date Parent makes another Ratings Grid Election.

Notwithstanding the foregoing, if, as of the last day of any fiscal quarter, the Leverage Ratio exceeds 6.50 to 1.00 as permitted hereunder (other than as permitted in connection with a Material Acquisition or an Investment Grade Rating), then the Applicable Margin (whether based on the Leverage Ratio or the applicable Debt Rating) shall be increased by thirty-five basis points (0.35%) for the two consecutive fiscal quarters for which such increase is permitted pursuant to Section 7.03.

“Approved Electronic Communications” means each Communication that the Borrower or any Guarantor is obligated to, or otherwise chooses to, provide to the Administrative Agent pursuant to any Credit Document or the transactions contemplated therein, including any financial statement, financial and other report, notice, request, certificate and other information materials required to be delivered pursuant to Sections 5.05(a) through (d), (h), and (k); provided, however, that solely with respect to delivery of any such Communication by the Borrower or any Guarantor to the Administrative Agent and without limiting or otherwise affecting either the Administrative Agent’s right to effect delivery of such Communication by posting such Communication to the Approved Electronic Platform or the protections afforded hereby to the Administrative Agent in connection with any such posting, “Approved Electronic Communication” shall exclude (i) any notice of borrowing, letter of credit request, swing loan request, notice of conversion or continuation, and any other notice, demand, communication, information, document and other material relating to a request for a new, or a conversion of an existing, Borrowing, (ii) any notice pursuant to Section 2.07(b) and any other notice relating to the payment of any principal or other amount due under any Credit Document prior to the scheduled date therefor, (iii) all notices of any Default or Event of Default and (iv) any notice, demand, communication, information, document and other material required to be delivered to satisfy any of the conditions set forth in Article III or any other condition to any Borrowing or other extension of credit hereunder or any condition precedent to the effectiveness of this Agreement.

“Approved Electronic Platform” has the meaning specified in Section 11.02(c).

“Approved Other Country” means each of the following countries: Canada, Mexico, United Kingdom, France, Germany, Spain, Belgium, The Netherlands, Luxembourg, Italy, Portugal, Austria, Switzerland, Norway, Sweden, Denmark, U.S. Virgin Islands, Bahamas, and Puerto Rico.

“Approved Third Party Operating Leases” means all operating leases for which either the Borrower or a Material Subsidiary is the lessor thereunder, except any operating lease for which LaSalle Leasing or a Subsidiary of LaSalle Leasing is a lessee.

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“Asset Disposition” means any sale, lease of substantially all of a Hotel Property (in which the Borrower or a Material Subsidiary is lessor), conveyance, exchange, transfer, or assignment of any Property by the Borrower or a Material Subsidiary to a Person other than the Borrower or a Material Subsidiary.

“AssetValue” means, with respect to any Hotel Property, as of any date, (a) the Calculated Value of such asset; provided, however, that the value of each Hotel Property during the first twelve (12) months following acquisition shall be equal to the greater of (i) the acquisition price or (ii) the Calculated Value, (b) in the case of any Development Property, the undepreciated book value of such Hotel Property as determined in accordance with GAAP, or (c) in the case of any Hotel Property held by a Joint Venture Subsidiary, the pro rata share of such Hotel Property as determined in accordance with clause (a) or (b), as applicable.

“Assigned Rights and Obligations” has the meaning specified in Section 2.17(a).

“Assignment and Acceptance” means an assignment and acceptance entered into by a Bank and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of the attached Exhibit B.

“Banks” means the lenders listed on the signature pages of this Agreement and each Eligible Assignee that shall become a party to this Agreement pursuant to Section 11.06.

“Base Rate Advance” means an Advance which bears interest as provided in Section 2.06(a).

“Borrower” means LaSalle Hotel Operating Partnership, L.P., a Delaware limited partnership.

“Borrowing” means a borrowing consisting of simultaneous Advances of the same Type made by each Bank pursuant to Section 2.01 or Converted by each Bank to Advances of a different Type pursuant to Section 2.02(b).

“Business Day” means a day of the year on which banks are not required or authorized to close in New York City and, if the applicable Business Day relates to any LIBOR Advances, on which dealings are carried on in the London interbank market.

“Calculated Value” means for any Hotel Property (a) if such Hotel Property is leased to a Subsidiary of the Borrower, the Adjusted NOI for such Hotel Property for the preceding Rolling Period and, if such Hotel Property is not leased to a Subsidiary of the Borrower, the lesser of (i) the Adjusted NOI for such Hotel Property for the preceding Rolling Period or (ii) the actual rental payments received by the Parent or its Subsidiary under the participating lease for such Hotel Property during such Rolling Period divided by (b) the Capitalization Rate.

“Capital Expenditure” means any payment made directly or indirectly for the purpose of acquiring or constructing fixed assets, Real Property or equipment which in accordance with GAAP would be capitalized in the fixed asset accounts of such Person making such expenditure, including, without limitation, amounts paid or payable for such purpose under any conditional sale or other title retention agreement or under any Capital Lease, but excluding repairs of Property in the normal and ordinary course of business.

“Capitalization Event” means any sale or issuance by the Parent or any of its Subsidiaries of equity securities except for the issuance of the Borrower’s operating partnership units in exchange for a direct or indirect ownership interest in a Hotel Property or a Person that owns a Hotel Property.

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“Capitalization Rate” means 8.25%8.00%, provided that with respect to any Hotel Property located in the central business district of New York City, New York; Washington, D.C.; Chicago, Illinois; San Francisco, California; orBoston, Massachusetts; San Diego, California; or urban properties in Los Angeles, California, the Capitalization Rate shall mean 7.75%7.25%.

“Capital Lease” means, for any Person, any lease of any Property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Capitalized Lease Obligations” means, as to any Person, the capitalized amount of all obligations of such Person or any of its Subsidiaries under Capitalized Leases, as determined on a Consolidated basis in conformity with GAAP.

“Cash Collateral Account” means a special cash collateral account containing cash deposited pursuant to the terms of this Agreement to be maintained at Citibank in accordance with Section 8.04.

“Cash Collateralize” means, in respect of an Obligation, to provide and pledge (as a first priority perfected security interest) cash collateral in U.S.Dollars, at a location and pursuant to documentation in form and substance satisfactory to the Administrative Agent and the applicable Issuing Bank (and “Cash Collateralization” has a corresponding meaning).

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, state and local analogs, and all rules and regulations and requirements thereunder in each case as now or hereafter in effect.

“Citibank” means Citibank, N.A.

“Closing Date” means the date of this Agreement or such other date as may be agreed upon by the Borrower and the Administrative Agent.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute.

“Commitment” means, with respect to any Bank, the amount set opposite such Bank’s name on Schedule 1.01(a) as its Commitment, or if such Bank has entered into any Assignment and Acceptance, the amount set forth for such Bank as its Commitment in the Register maintained by the Administrative Agent pursuant to Section 11.06(c), as such amount may be reduced pursuant to Section 2.04(a).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate of the Borrower in substantially the form of the attached Exhibit C.

“Communications” means each notice, demand, communication, information, document and other material provided for hereunder or under any other Credit Document or otherwise transmitted between the parties hereto relating to this Agreement, the other Credit Documents, the Borrower or any Guarantor or any of their respective Affiliates, or the transactions contemplated by this Agreement or the other Credit Documents including, without limitation, all Approved Electronic Communications.

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“Consolidated” refers to the consolidation of the accounts of the Borrower with the Borrower’s Subsidiaries and the Parent with the Parent’s Subsidiaries, as applicable, in accordance with GAAP.

“Consolidated Total Book Value” means, at any time the same is to be determined, the aggregate book value of all assets that would appear on the balance sheet of the Parent and the Parent’s Subsidiaries determined on a Consolidated basis in accordance with GAAP, plus the aggregate book value of the accumulated depreciation of such assets determined on a Consolidated basis in accordance with GAAP.

“Control Percentage” means, with respect to any Person, the percentage of the outstanding capital stock of such Person having ordinary voting power which gives the direct or indirect holder of such stock the power to elect a majority of the Board of Directors of such Person.

“Controlled Group” means all members of a controlled group of corporations and all trades (whether or not incorporated) under common control which, together with the Parent and the Borrower, are treated as a single employer under Section 414 of the Code.

“Convert”, “Conversion”, and “Converted” each refers to a conversion of Advances of one Type into Advances of another Type pursuant to Section 2.02(b).

“Corporate EBITDA” means, for the Rolling Period of the Parent most recently ended for which financial statements have been, or are required to be, delivered to the Banks hereunder, an amount equal to (a) the net income of the Parent (on a Consolidated basis) for such period after taxes, as determined in accordance with GAAP, excluding, however, those items that the Administrative Agent determines are extraordinary items, including but not limited to (i) any net gain or loss during such period arising from the sale, exchange, or other disposition of capital assets (such term to include all fixed assets and all securities) other than in the ordinary course of business, (ii) any write‑up or write-down of assets, and (iii) expenses incurred in connection with hotel conversions prior to the opening of any such converted hotels, plus (b) to the extent deducted in determining Corporate EBITDA, Interest Expense, income taxes, depreciation, amortization, and other non‑cash items for such period, as determined in accordance with GAAP.

“Credit Documents” means this Agreement, the Notes, the Guaranties, the Environmental Indemnities, the Fee Letter and, to the extent delivered, any New York Mortgage, any New York Term Note, and each other agreement, instrument or document executed by the Borrower, any of its Subsidiaries or the Parent at any time in connection with this Agreement.

“Debt Rating” means, as of any date of determination, the higher of the credit ratings then assigned to the Parent’s long-term senior unsecured debt by either of S&P or Moody’s. For purposes of the foregoing, a credit rating of BBB- from S&P is equivalent to a credit rating of Baa3 from Moody’s and vice versa. A credit rating of BBB from S&P is equivalent to a credit rating of Baa2 from Moody’s and vice versa. It is the intention of the parties that if the Parent shall only obtain a Debt Rating from one of S&P or Moody’s without seeking a credit rating from the other, the Borrower shall be entitled to the benefit of the pricing level for such credit rating. If the Parent obtains a Debt Rating from both of S&P and Moody’s, the higher of the two ratings shall control, provided that the lower rating is only one level below that of the higher rating. If, however, the lower rating is more than one level below that of the higher Debt Rating, the pricing level that is one level higher than the lower Debt Rating shall apply. If the Parent has only one Investment Grade Rating, then that Debt Rating shall apply. If the Parent obtains a Debt Rating from both of S&P and Moody’s and thereafter loses such rating from one of them, the Parent shall be deemed to not have a Debt Rating from such rating agency. At any time, if either of S&P or Moody’s shall no longer perform the functions of a securities rating agency, then the Borrower and the Administrative Agent shall promptly negotiate in good faith to agree upon a substitute rating agency or agencies (and to correlate the system of

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ratings of each substitute rating agency with that of the rating agency being replaced), and pending such amendment, the Debt Rating of the other of S&P and Moody’s, if one has been provided, shall continue to apply.

“Default” means (a) an Event of Default or (b) any event or condition which with notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means at any time, subject to Section 2.16(f), (i) any Bank that has failed for two or more Business Days to comply with its obligations under this Agreement to make an Advance, make a payment to any Issuing Bank in respect of a Letter of Credit or make any other payment due hereunder (each, a “funding obligation”), unless such Bank has notified the Administrative Agent and the Borrower in writing that such failure is the result of such Bank’s determination that one or more conditions precedent to funding has not been satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing), (ii) any Bank that has notified the Administrative Agent, the Borrower or any Issuing Bank in writing, or has stated publicly, that it does not intend to comply with its funding obligations hereunder, unless such writing or statement states that such position is based on such Bank’s determination that one or more conditions precedent to funding cannot be satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing or public statement), (iii) any Bank that has, for three or more Business Days after written request of the Administrative Agent or the Borrower, failed to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Bank will cease to be a Defaulting Lender pursuant to this clause (iii) upon the Administrative Agent’s and the Borrower’s receipt of such written confirmation), or (iv) any Bank with respect to which a Lender Insolvency Event has occurred and is continuing with respect to such Bank or its Parent Company, provided that a Bank shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Bank or any direct or indirect Parent Company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Bank with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Bank (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Bank (provided that in each case, neither the reallocation of funding obligations provided for in Section 2.16(b) as a result of a Bank’s being a Defaulting Lender nor the performance by Non‑Defaulting Lenders of such reallocated funding obligations will by themselves cause the relevant Defaulting Lender to become a Non‑Defaulting Lender). Any determination by the Administrative Agent that a Bank is a Defaulting Lender under any of clauses (i) through (iv) above will be conclusive and binding absent manifest error, and such Bank will be deemed to be a Defaulting Lender (subject to Section 2.16(f)) upon notification of such determination by the Administrative Agent to the Borrower, each Issuing Bank and the Banks.

“Development Property” means either (a) a new Hotel Property under construction including the conversion of a non‑Hotel Property into a Hotel Property or (b) an existing Hotel Property which is undergoing an expansion pursuant to which the total guest rooms for such Hotel Property will be increased by 50% or more. Each Development Property shall continue to be classified as a Development Property hereunder until the achievement of Substantial Completion with respect to such Development Property, following which such Development Property shall be classified as a Hotel Property hereunder.

“Dollars” and “$” means lawful money of the United States of America.

“Domestic Lending Office” means, with respect to any Bank, the office of such Bank specified as its “Operations Contact” in the questionnaire such Bank provided to the Administrative Agent, or such other

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office of such Bank as such Bank may from time to time specify to the Borrower and the Administrative Agent.

“ECP” means an eligible contract participant as defined in the Commodity Exchange Act.

“Effective Date” means the first date on which the conditions set forth in Article III shall be satisfied.

“Eligible Assignee” means (a) a commercial bank (or other financial institution acceptable to the Administrative Agent and, unless a Default has occurred and is continuing at the time any assignment is effected pursuant to Section 11.06, the Borrower, which approval shall not be unreasonably withheld or delayed) organized under the laws of the United States, or any State thereof, and having primary capital of not less than $250,000,000 and approved by the Administrative Agent, which approval will not be unreasonably withheld or delayed, (b) a commercial bank (or other financial institution acceptable to the Administrative Agent and, unless a Default has occurred and is continuing at the time any assignment is effected pursuant to Section 11.06, the Borrower, which approval shall not be unreasonably withheld or delayed) organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development and having primary capital (or its equivalent) of not less than $250,000,000 and approved by the Administrative Agent, which approval will not be unreasonably withheld or delayed, (c) a finance company, insurance company or other financial institution or fund (whether a corporation, partnership, trust or other entity) acceptable to the Administrative Agent and, unless a Default has occurred and is continuing at the time any assignment is effected pursuant to Section 11.06, the Borrower, which approval shall not be unreasonably withheld or delayed, that is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and having total assets in excess of $250,000,000, (d) a Bank (without approval of the Administrative Agent or the Borrower), and (e) an Affiliate of the respective assigning Bank, without approval of any Person but otherwise meeting the eligibility requirements of (a) or (b) above; provided, however, that neither the Borrower nor any Affiliate of the Borrower shall qualify as an Eligible Assignee under this definition. For avoidance of doubt, the Borrower shall have no approval or consent rights with respect to an Eligible Assignee so long as a Default has occurred and is continuing at the time any assignment is effected pursuant to Section 11.06.

“Environment” or “Environmental” shall have the meanings set forth in 42 U.S.C. § 9601(8), as amended.

“Environmental Claim” means any third party (including governmental agencies and employees) action, lawsuit, claim, demand, regulatory action or proceeding, order, decree, consent agreement or notice of potential or actual responsibility or violation (including claims or proceedings under the Occupational Safety and Health Acts or similar laws or requirements relating to health or safety of employees) which seeks to impose liability under any Environmental Law.

“Environmental Indemnity” means that certain Environmental Indemnification Agreement effective the date hereof executed by the Borrower, the Parent and the Guarantors, any additional Environmental Indemnity Agreements in substantially the form of the attached Exhibit D and any future environmental indemnities executed in connection with any Hotel Property, as any of such environmental indemnities may be amended hereafter in accordance with the terms of such agreements.

“Environmental Law” means all Legal Requirements arising from, relating to, or in connection with the Environment, health, or safety, including without limitation CERCLA, relating to (a) pollution, contamination, injury, destruction, loss, protection, cleanup, reclamation or restoration of the air, surface water, groundwater, land surface or subsurface strata, or other natural resources; (b) solid, gaseous or liquid waste generation, treatment, processing, recycling, reclamation, cleanup, storage, disposal or transportation;

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(c) exposure to pollutants, contaminants, hazardous, medical, infectious, or toxic substances, materials or wastes; (d) the safety or health of employees; or (e) the manufacture, processing, handling, transportation, distribution in commerce, use, storage or disposal of hazardous, medical, infectious, or toxic substances, materials or wastes.

“Environmental Permit” means any permit, license, order, approval or other authorization under Environmental Law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Federal Reserve Board (or any successor), as in effect from time to time.

“Event of Default” has the meaning set forth in Section 8.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guaranty of such Guarantor or the grant of such security interest becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes illegal.

“Excluded Taxes” has the meaning set forth in Section 2.11(a).

“Existing Issuing Bank” means Citibank, N.A.

“Existing Letters of Credit” means the letters of credit listed on Schedule 1.01(e) hereto.

“Existing New York Mortgage” means a mortgage creating a Lien on a New York Property.

“Existing New York Note” means the promissory note or notes evidencing the Indebtedness secured by an Existing New York Mortgage.

“Existing Park Central Mortgage” means those certain mortgages consolidated under that certain Consolidation, Extension and Modification Agreement made by and between Park Central Hotel (DE) LLC and U.S. Bank National Association, as Trustee for the Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-TFLl (successor-in-interest to Column Financial, Inc.), dated November 9, 2006, and recorded in the Office of the City Register of the City of New York on December 1, 2006 as CRFN 2006000663702, as assigned to Citibank, N.A., as administrative agent, by that certain Assignment of Note and Mortgage dated December 29, 2011 and recorded in the Office of the City Register of the City of New York on January 27, 2011 as CRFN 2012000038148.

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“Existing Park Central Note” means the promissory note or notes evidencing the Indebtedness secured by the Existing Park Central Mortgage.

“Existing Properties” means collectively the Hotel Properties listed on Schedule 1.01(b), and “Existing Property” means any of such Hotel Properties.

“Extension Date” has the meaning set forth in Section 1.07.

“Extension Fee” has the meaning set forth in Section 1.07.

“Expiration Date” means, with respect to any Letter of Credit, the date on which such Letter of Credit will expire or terminate in accordance with its terms.

“Facility” has the meaning set forth in the Preamble.

“FATCA” has the meaning set forth in Section 2.11(a).

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for any such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any of its successors.

“Fee Letter” has the meaning set forth in Section 2.03(c).

“FF&E” means, with respect to any Hotel Property, all fixtures, furnishings, equipment, furniture, and other items of tangible personal property now or hereafter located on such Hotel Property or used in connection with the use, occupancy, operation and maintenance of all or any part of such Hotel Property, other than stocks of food and other supplies held for consumption in normal operation but including, without limitation, appliances, machinery, equipment, signs, artwork, office furnishings and equipment, guest room furnishings, and specialized equipment for kitchens, laundries, bars, restaurants, public rooms, health and recreational facilities, dishware, all partitions, screens, awnings, shades, blinds, floor coverings, hall and lobby equipment, heating, lighting, plumbing, ventilating, refrigerating, incinerating, elevators, escalators, air conditioning and communication plants or systems with appurtenant fixtures, vacuum cleaning systems, call or beeper systems, security systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials; reservation system computer and related equipment.

“FF&E Reserve” means, for any Person or any Hotel Property at any time, a reserve equal to four percent (4%) of gross revenues from any Hotel Property owned by such Person or from such Hotel Property, as applicable, for the Rolling Period of the Parent most recently ended for which financial statements have been, or are required to be, delivered to the Banks hereunder.

“First Extension Maturity Date” means July 8, 2018.

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“Fiscal Quarter” means each of the three-month periods ending on March 31, June 30, September 30 and December 31.

“Fiscal Year” means the twelve-month period ending on December 31.

“Fixed Charge Coverage Ratio” means, as of the end of any Rolling Period, a ratio of (a) the Corporate EBITDA for such Rolling Period less the aggregate FF&E Reserves for such period in respect of each Hotel Property owned by the Parent or its Subsidiaries (whether located on land owned by or land leased to such owner of the Hotel Property) to (b) the Fixed Charges for such Rolling Period.

“Fixed Charges” means, for the Rolling Period of the Parent most recently ended for which financial statements are required to be delivered to the Banks hereunder, the sum of the following amounts for the Parent and the Parent’s Subsidiaries on a Consolidated basis: (a) the amount (without duplication) of all mandatory principal payments scheduled to be made (excluding optional prepayments and scheduled principal payments in respect of any such Indebtedness which is payable in a single installment at final maturity), (b) Parent’s Interest Expense, (c) all payments scheduled to be made in respect of Capital Leases, and (d) all preferred stock dividends.

“Flood Hazard Property” has the meaning set forth in Section 3.01(a)(xi).

“Funding Date” has the meaning set forth in Section 1.06(b).

“Future Property” means any Hotel Property except for the Existing Properties which the Borrower or any Subsidiary of the Borrower acquires.

“GAAP” means United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent with the requirements of Section 1.03.

“Governmental Authority” means any foreign governmental authority, the United States of America, any state of the United States of America and any subdivision of any of the foregoing, and any agency, department, commission, board, authority or instrumentality, bureau or court having jurisdiction over any Bank, the Parent, the Borrower, any Subsidiaries of the Borrower or the Parent, any participating lessee, a manager or any of their respective Properties.

“Governmental Proceedings” means any action or proceedings by or before any Governmental Authority, including, without limitation, the promulgation, enactment or entry of any Legal Requirement.

“Guarantor” means (a) the Parent, (b) each Subsidiary which owns an Unencumbered Property, (c) each Operating Lessee, and (d) each Material Subsidiary, in each case excluding Permitted Other Subsidiaries and any Joint Venture Subsidiary which is contractually prohibited from acting as a Guarantor by the terms of (i) any document evidencing or securing Indebtedness of the Borrower or its Subsidiaries permitted by the terms of this Agreement or (ii) the organizational documents of such Person. The Guarantors on the Closing Date are identified on Schedule 1.01(c).

“Guaranty” means that certain Guaranty and Contribution Agreement effective the date hereof executed by the Parent, the Borrower and the Guarantors, evidencing the joint and several guaranty by the signatories thereto of the Obligations of Borrower in respect of the Credit Documents, any additional Guaranty and Contribution Agreements in substantially the form of the attached Exhibit E executed to secure Advances and any future guaranty and contribution agreement executed to secure Advances, as any of such agreements may be amended hereafter in accordance with the terms of such agreements.

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“Hazardous Substance” means the substances identified as such pursuant to CERCLA and those regulated under any other Environmental Law, including without limitation pollutants, contaminants, petroleum, petroleum products, radio nuclides, radioactive materials, and medical and infectious waste.

“Hazardous Waste” means the substances regulated as such pursuant to any Environmental Law.

“Hotel Property” for any hotel means the Real Property and the Personal Property for such hotel.

“ICE LIBOR” has the meaning specified in the definition of Screen Rate.

“ICC” has the meaning set forth in Section 2.13(g).

“ICC Rule” has the meaning set forth in Section 2.13(g).

“Improvements” for any hotel means all buildings, structures, fixtures, tenant improvements and other improvements of every kind and description now or hereafter located in or on or attached to the Land for such hotel; and all additions and betterments thereto and all renewals, substitutions and replacements thereof.

“Indebtedness” means (without duplication), at any time and with respect to any Person, (a) indebtedness of such Person for borrowed money (whether by loan or the issuance and sale of debt securities) or for the deferred purchase price of property or services purchased (other than amounts constituting trade payables, accruals or bank drafts arising in the ordinary course of business); (b) indebtedness of others in the amount which such Person has directly or indirectly assumed or guaranteed or otherwise provided credit support therefor or for which such Person is liable as a partner of such Person; (c) indebtedness of others in the amount secured by a Lien on assets of such Person, whether or not such Person shall have assumed such indebtedness; (d) obligations of such Person in respect of letters of credit, acceptance facilities, or drafts or similar instruments issued or accepted by banks and other financial institutions for the account of such Person (other than trade payables or bank drafts arising in the ordinary course); (e) obligations of such Person under Capital Leases; (f) obligations under interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements designed to protect against fluctuations in interest rates; and (g) all preferred stock that is issued by such Person that is redeemable by the holder thereof in cash, a cash equivalent or some type of Indebtedness or convertible to some type of Indebtedness.

“Indemnified Taxes” has the meaning set forth in Section 2.11(a).

“Interest Expense” means, for any Person for any period for which such amount is being determined, the total interest expense (including that properly attributable to Capital Leases in accordance with GAAP) and all charges incurred with respect to letters of credit determined on a Consolidated basis in conformity with GAAP, plus capitalized interest of such Person and its Subsidiaries.

“Interest Period” means, for each LIBOR Advance comprising part of the same Borrowing, the period commencing on the date of such Advance or the date of the Conversion of any Base Rate Advance into such an Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and Section 2.02 and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below and Section 2.02. The duration of each such Interest Period shall be one, two, three or six months, or, if approved by all Banks, twelve months, in each case as the Borrower may

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select, upon notice received by the Administrative Agent not later than 1:00 P.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, provided, however, that:

(a)Interest Periods for Advances of the same Borrowing shall be of the same duration;

(b)whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day;

(c)any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month in which it would have ended if there were a numerically corresponding day in such calendar month;

(d)each successive Interest Period shall commence on the day on which the next preceding Interest Period expires; and

(e)no Interest Period with respect to any portion of any Advance shall extend beyond the Maturity Date.

“Interest Rate Agreements” means (i) any Swap Contract between the Borrower and any Swap Bank, or (ii) any other interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement designed to protect the Borrower, the Parent or any of their respective Subsidiaries against fluctuations in interest rates.

“Interpolated Rate” means, for the relevant Interest Period, the rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) which results from interpolating on a linear basis between:

(a)the applicable Published Screen Rate for the longest period (for which that Published Screen Rate is available) which is less than the relevant Interest Period; and

(b)the applicable Published Screen Rate for the shortest period (for which that Published Screen Rate is available) which exceeds the relevant Interest Period.

“Investment” means, with respect to any Person, (a) any loan or advance to any other Person, (b) the ownership, purchase or other acquisition of, any Stock, Stock Equivalents, other equity interest, obligations or other securities of, (i) any other Person, or (ii) all or substantially all of the assets of any other Person, or (iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any other Person, or (c) any joint venture or partnership with, or any capital contribution to, or other investment in, any other Person or any real property. Except as expressly provided otherwise, for purposes of determining compliance with any covenant contained in a Credit Document, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Investment Amount” means (a) for any Hotel Property the sum of (i) for any Existing Property, the amount set forth for such Existing Property on Schedule 1.01(b) attached hereto, and for any other Hotel Property, the aggregate purchase price paid by the Borrower or its Subsidiary for such other Hotel Property (giving effect to any securities used to purchase a Hotel Property at the fair market value of the securities at

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the time of purchase based upon the price at which such securities could be exchanged into the Parent’s common stock assuming such exchange occurred on the date of acquiring the Hotel Property), and (ii) 95% of (A) the actual cost of any Capital Expenditures or FF&E expenditures for such Hotel Property made by the Borrower or its Subsidiaries during any period minus (B) the FF&E Reserve for such Hotel Property, and (b) for any other Investment the aggregate purchase price paid by the Borrower or its Subsidiary for such other Investment (giving effect to any securities used to purchase such Investment at the fair market value of the securities at the time of purchase based upon the price at which such securities could be exchanged into the Parent’s common stock assuming such exchange occurred on the date of acquiring such Investment).

“Investment Grade Rating” means a Debt Rating of BBB- or better from S&P or a Debt Rating of Baa3 or better from Moody’s.

“Investment Grade Release Event” has the meaning set forth in Section 11.23.

“Issuing Bank” means (a) the Existing Issuing Bank, (b) Citibank, N.A., (c) Bank of Montreal, (d) The Royal Bank of Scotland plc, (e) any Bank approved by the Administrative Agent and the Borrower as an “Issuing Bank” or (f) any Bank acting as a successor issuing bank pursuant to Section 10.06, and “Issuing Banks” means, collectively, all of such Banks.

“Joint Venture Guarantor” means a direct or indirect Wholly‑Owned Subsidiary of the Borrower that (a) has no assets other than its equity interests in Joint Venture Subsidiaries whose sole assets are Unencumbered Properties, (b) is not liable for any Indebtedness other than the Obligations, (c) complies in all material respects with all of the covenants and requirements of the Guarantors under the Credit Documents and (d) has delivered to the Administrative Agent either (A) an original Guaranty and Environmental Indemnity Agreement executed by it or (B) an Accession Agreement executed by it.

“Joint Venture Subsidiary” means any Subsidiary in which the Parent or any of its Subsidiaries (a) holds a majority of equity interests and (b) after giving effect to all buy/sell provisions contained in the applicable constituent documents of such Subsidiary, controls all material decisions of such Subsidiary, including without limitation the financing, refinancing and disposition of the assets of such Subsidiary.

“Land” for any hotel means the real property upon which the hotel is located, together with all rights, title and interests appurtenant to such real property, including without limitation all rights, title and interests to (a) all strips and gores within or adjoining such property, (b) the streets, roads, sidewalks, alleys, and ways adjacent thereto, (c) all of the tenements, hereditaments, easements, reciprocal easement agreements, rights-of-way and other rights, privileges and appurtenances thereunto belonging or in any way pertaining thereto, (d) all reversions and remainders, (e) all air space rights, and all water, sewer and wastewater rights, (f) all mineral, oil, gas, hydrocarbon substances and other rights to produce or share in the production of anything related to such property, and (g) all other appurtenances appurtenant to such property, including without limitation, any now or hereafter belonging or in anywise appertaining thereto.

“LaSalle Leasing” means LaSalle Hotel Lessee, Inc.

“Legal Requirement” means any law, statute, ordinance, decree, requirement, order, judgment, rule, regulation (or official interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority.

“Lender Insolvency Event” means that (i) the Bank or its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) such Bank or its Parent Company

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is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Bank or its Parent Company, or such Bank or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment.

“Letter of Credit” means, individually, (a) any Existing Letter of Credit and (b) any letter of credit issued by an Issuing Bank in accordance with the provisions of Section 2.13 of this Agreement, and “Letters of Credit” means all such letters of credit collectively.

“Letter of CreditCommitment” means, with respect to any Issuing Bank, the amount set opposite such Issuing Bank’s name on Schedule 1.01(a) as its Letter of Credit Commitment, or if such Issuing Bank has entered into any Assignment and Acceptance, the amount set forth for such Bank as its Letter of Credit Commitment in the Register maintained by the Administrative Agent pursuant to Section 11.06(c), as such amount may be reduced pursuant to Section 2.04(b).

“Letter of Credit Documents” means, with respect to any Letter of Credit, such Letter of Credit and any reimbursement or other agreements, documents, and instruments entered into in connection with or relating to such Letter of Credit.

“Letter of Credit Exposure” means, at any time, the sum of (a) the aggregate undrawn maximum face amount of each Letter of Credit and (b) the aggregate unpaid amount of all Letter of Credit Obligations at such time.

“Letter of Credit Obligations” means all obligations of the Borrower arising in respect of the Letter of Credit Documents, including without limitation the aggregate drawn amounts of Letters of Credit which have not been reimbursed by the Borrower or converted into a Base Rate Advance pursuant to the provisions of Section 2.13(c).

“Leverage Ratio” means the percentage obtained by dividing (a) the Parent’s Total Liabilities by (b) the Adjusted Corporate EBITDA.

“LHL Facility” means that certain unsecured credit facility entered into by LaSalle Hotel Lessee, Inc., as borrower, and U.S. Bank National Association, as lender, pursuant to that certain Second Amended and Restated Revolving Credit Note, dated as of December 14, 2011, from LaSalle Hotel Lessee, Inc. to U.S. Bank National Association, in the maximum principal amount of $25,000,000, as amended simultaneously herewith, as the same may be extended or further amended to the extent permitted by Section 6.02.

“LIBOR” means, for the Interest Period for each LIBOR Advance comprising part of the same Borrowing, an interest rate per annum equal to (A) the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by the Administrative Agent to be the offered rate that appears on the Reuters Screen LIBOR01 Page (or any successor thereto) as the London interbank offered rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period,Screen Rate determined as of approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period, provided that, if such rateScreen Rate is not available for any reason at such time, therate aboveScreen Rate shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBOR Advance being made, continued or converted by Citibank and with a term equivalent to such Interest Period would be offered by Citibank’s London branch (or other Citibank branch or Affiliate) to major banks in the London or other offshore interbank market for Dollars at their

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request at approximately 11:00 A.M. (London time) two Business Days prior to the commencement of such Interest Period divided by (B) one minus the LIBOR Reserve Requirement. It is agreed that for purposes of this definition, LIBOR Advances made hereunder shall be deemed to constitute Eurocurrency Liabilities as defined in Regulation D and to be subject to the reserve requirements of Regulation D;provided furtherthat for the avoidance of doubt, in no circumstance shall LIBOR be less than zero for each LIBOR Advance that has not been identified by the Borrower in accordance with the terms of this Agreement as being subject to a Swap Contract with respect to the Loan between the Borrower and a Swap Bank.

“LIBOR Advance” means any Advance which bears interest as provided in Section 2.06(b).

“LIBOR Lending Office” means, with respect to any Bank, the office of such Bank specified as its “Operations Contact” in the questionnaire such Bank provided to the Administrative Agent, or such other office of such Bank as such Bank may from time to time specify to the Borrower and the Administrative Agent.

“LIBOR Reserve Requirement” shall mean, on any day, that percentage (expressed as a decimal fraction) which is in effect on such date, as provided by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including “Eurocurrency liabilities” as currently defined as Regulation D (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate LIBOR Rate Advances is determined) having a term equal to such Interest Period. Each determination by the Administrative Agent of the LIBOR Reserve Requirement, shall, in the absence of manifest error, be conclusive and binding upon the Borrower.

“Lien” means any mortgage, lien, pledge, charge, deed of trust, security interest, encumbrance or other type of preferential arrangement to secure or provide for the payment of any obligation of any Person, whether arising by contract, operation of law or otherwise (including, without limitation, the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement).

“Liquid Investments” means cash and the following:

(a)direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States;

(b)(i) negotiable or nonnegotiable certificates of deposit, time deposits, or other similar banking arrangements maturing within 180 days from the date of acquisition thereof (“bank debt securities”), issued by (A) any Bank or (B) any other bank or trust company which has a combined capital surplus and undivided profit of not less than $250,000,000, if at the time of deposit or purchase, such bank debt securities are rated not less than “A” (or the then equivalent) by the rating service of S&P or of Moody’s, and (ii) commercial paper issued by (A) any Bank or (B) any other Person if at the time of purchase such commercial paper is rated not less than “A-2” (or the then equivalent) by the rating service of S&P or not less than “P-2” (or the then equivalent) by the rating service of Moody’s, or upon the discontinuance of both of such services, such other nationally recognized rating service or services, as the case may be, as shall be selected by the Borrower with the consent of the Administrative Agent;

(c)repurchase agreements relating to investments described in clauses (a) and (b) above with a market value at least equal to the consideration paid in connection therewith, with any Person who regularly engages in the business of entering into repurchase agreements and has a combined

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capital surplus and undivided profit of not less than $250,000,000, if at the time of entering into such agreement the debt securities of such Person are rated not less than “A” (or the then equivalent) by the rating service of S&P or of Moody’s; and

(d)such other instruments (within the meaning of New York’s Uniform Commercial Code) as the Borrower may request and the Administrative Agent may approve in writing, which approval will not be unreasonably withheld.

“Material Acquisition” means the acquisition by the Borrower or any of its Subsidiaries, in a single transaction or in a series of related transactions, of one or more Hotel Properties or Persons owning Hotel Properties in which the total Investment Amount is equal to or greater than 10% of Consolidated Total Book Value at such time.

“Material Adverse Change” shall mean (a) a material adverse change in the business, financial condition, or results of operations of the Borrower, the Parent or the Borrower, the Parent and the Material Subsidiaries taken as a whole, in each case since the date of the most recent financial statements of the Parent delivered to the Banks pursuant to Section 5.05(b), (b) a material adverse change affecting the validity or enforceability of this Agreement or any Credit Document as against the Borrower or any Guarantor or (c) a material adverse change affecting the ability of the Borrower, the Parent or the Guarantors taken as a whole to perform their obligations under this Agreement or any other Credit Document.

“Material Subsidiary” means any Subsidiary of the Borrower which owns (a) a direct fee or leasehold interest in an Unencumbered Property (including pursuant to an Operating Lease) or (b) assets that have an aggregate undepreciated book value greater than $10,000,000.

“Maturity Date” means January 8, 2018; as such date may be extended pursuant to the provisions of Section 1.07.

“Maximum Rate” means the maximum nonusurious interest rate under applicable law.

“Minimum Tangible Net Worth” means, with respect to the Parent, at any time, the sum of (a) $1,418,939,250$1,797,950,250plus (b) 75% of the aggregate net proceeds received by the Parent or any of its Subsidiaries after September 30, 20132015 in connection with any offering of Stock or Stock Equivalents of the Parent or its Subsidiaries; providedhowever, that any such net proceeds used solely for the purpose of redeeming the Parent’s preferred stock shall not be included in such sum.

“Moody’s” means Moody’s Investor Service Inc., and any successor thereto.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Parent, the Borrower or any member of a Controlled Group is making or accruing an obligation to make contributions.

“Net Income” means, for any period for which such amount is being determined, the net income of the Parent (on a consolidated basis) after taxes, as determined in accordance with GAAP, excluding, however, those items that the Administrative Agent determines are extraordinary items, including but not limited to (i) any net gain or loss during such period arising from the sale, exchange, or other disposition of capital assets (such term to include all fixed assets and all securities) other than in the ordinary course of business, (ii) any write‑up or write-down of assets and (iii) expenses incurred in connection with hotel conversions prior to the opening of any such converted hotels.

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“Net Worth” means, for any Person, stockholders equity of such Person determined in accordance with GAAP.

“New Property” means, as at any date, any Hotel Property that has been owned for less than four (4) Fiscal Quarters, by the Parent or by a Person that has been a Subsidiary of the Parent during such entire period.

“New York Mortgage” means any consolidated, amended and restated mortgage by and from a Subsidiary that owns a New York Property to the Administrative Agent, in substantially the form of Exhibit H hereto.

“New York Property” has the meaning set forth in Section 9.01.

“New York Term Note” means any consolidated, amended and restated promissory note made by a Subsidiary of the Borrower that owns a New York Property and payable to the order of the Administrative Agent for the ratable benefit of the Banks and with respect to which the Borrower shall be deemed to be a co-obligor with such Subsidiary, in substantially the form of Exhibit I hereto.

“Non-Core Hotel Property” means a Hotel Property which is either (a) a full service hotel located in a secondary market or (b) a limited service hotel located in a non-urban market.

“Non‑Defaulting Lender” means, at any time, a Bank that is not a Defaulting Lender or a Potential Defaulting Lender.

“Note” means a promissory note of the Borrower payable to the order of any Bank, in substantially the form of the attached Exhibit A, evidencing indebtedness of the Borrower to such Bank resulting from Advances owing to such Bank, and “Notes” means all of such promissory notes.

“Notice of Borrowing” means a notice of borrowing in the form of the attached Exhibit F signed by a Responsible Officer of the Borrower.

“Notice of Conversion or Continuation” means a notice of conversion or continuation in the form of the attached Exhibit G signed by a Responsible Officer of the Borrower.

“Obligations” means all Advances, Letter of Credit Obligations, and other amounts payable by the Borrower to the Administrative Agent or the Banks under the Credit Documents. The foregoing shall also include all obligations under any Swap Contract between Borrower or Parent and any Swap Bank that is permitted to be incurred pursuant to Section 6.02(c), provided that in no event shall the Obligations of the Borrower and the Guarantors under the Credit Documents include the Excluded Swap Obligations.

“OFAC” means the Office of Foreign Asset Control of the Department of the Treasury of the United States.

“Operating Lease” means any operating lease of an Unencumbered Property between the applicable Subsidiary that owns such Unencumbered Property (whether in fee simple or subject to a Qualifying Ground Lease) and the applicable Operating Lessee that leases such Unencumbered Property, as each may be amended, restated, supplemented or otherwise modified from time to time.

“Operating Lessee” means a lessee of an Unencumbered Property pursuant to an Operating Lease.

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“Parent” means LaSalle Hotel Properties, a Maryland trust.

“Parent Common Stock” means the common shares of beneficial interest of Parent, par value $.01 per share.

“Parent Company” means, with respect to a Bank, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Bank, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Bank.

“Parent Hotel Properties” means all Hotel Properties owned or leased by the Parent or one of the Parent’s Subsidiaries, including without limitation Unencumbered Properties.

“Parent’s Interest Expense” means, for the period for which such amount is being determined, the Interest Expense for the Parent and the Parent’s Subsidiaries on a Consolidated basis.

“Park Central Asset” means the Hotel Property located at 870 Seventh Avenue, New York, New York and commonly known as the Park Central Hotel.

“Participant Register” has the meaning set forth in Section 11.06(e).

“Patriot Act” has the meaning set forth in Section 3.01(a)(ix).

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Permitted Encumbrances” means the Liens permitted to exist pursuant to Section 6.01.

“Permitted Hazardous Substances” means (a) Hazardous Substances, petroleum and petroleum products which are (i) used in the ordinary course of business and in typical quantities for a hotel and (ii) generated, used and disposed of in accordance with all Legal Requirements and good hotel industry practice and (b) non‑friable asbestos to the extent (i) that no applicable Legal Requirements require removal of such asbestos from the Hotel Property and (ii) such asbestos is encapsulated in accordance with all applicable Legal Requirements and such reasonable operations and maintenance program as may be required by the Administrative Agent.

“Permitted Hotel Sale” means the Asset Disposition of all or a portion of (a) a Hotel Property or (b) the ownership interest in a Subsidiary of the Borrower which owns a Hotel Property, in either case with respect to which no Default has occurred and is continuing or would occur upon the consummation of such Asset Disposition.

“Permitted Non‑Unencumbered Property” means any Hotel Property or other Property (a) which is not an Unencumbered Property; (b) which is owned by a Permitted Other Subsidiary; and (c) which neither is subject to any Environmental Claim, nor contains any Hazardous Substance which could reasonably be expected to cause a Material Adverse Change.

“Permitted Other Subsidiary” means a Wholly-Owned Subsidiary or a Joint Venture Subsidiary of the Borrower which (a) does not own any Unencumbered Property, and (b) is a bankruptcy remote, single purpose Person.

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“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, limited liability company, joint venture or other entity, or a government or any political subdivision or agency thereof or any trustee, receiver, custodian or similar official.

“Personal Property” for any Hotel Property means all FF&E, inventory and other personal property of every kind, whether now existing or hereafter acquired, tangible and intangible, now or hereafter located on or about the Land, and used or to be used in the future in connection with the operation of such Hotel Property.

“Plan” means an employee benefit plan (other than a Multiemployer Plan) maintained for employees of the Parent, the Borrower or any member of a Controlled Group and covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code.

“Potential Defaulting Lender” means, at any time, (i) any Bank with respect to which an event of the kind referred to in the definition of “Lender Insolvency Event” has occurred and is continuing in respect of any Subsidiary of such Bank, or (ii) any Bank that has notified, or whose Parent Company or a Subsidiary thereof has notified, the Administrative Agent, the Borrower or the Issuing Banks in writing, or has stated publicly, that it does not intend to comply with its funding obligations under any other loan agreement or credit agreement or other similar agreement, unless such writing or statement states that such position is based on such Bank’s determination that one or more conditions precedent to funding cannot be satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing or public statement). Any determination by the Administrative Agent that a Bank is a Potential Defaulting Lender under either of clauses (i) or (ii) above will be conclusive and binding absent manifest error, and such Bank will be deemed a Potential Defaulting Lender (subject to Section 2.16(f)) upon notification of such determination by the Administrative Agent to the Borrower, the Issuing Banks and the Banks.

“Prescribed Forms” means such duly executed form(s) or statement(s), and in such number of copies, which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (a) an income tax treaty between the United States and the country of residence of the Bank providing the form(s) or statement(s), (b) the Code, or (c) any applicable rule or regulation under the Code, permit the Borrower to make payments hereunder for the account of such Bank free of deduction or withholding of income or similar taxes (except for any deduction or withholding of income or similar taxes as a result of any change in or in the interpretation of any such treaty, the Code or any such rule or regulation).

“Property” of any Person means any property or assets (whether real, personal, or mixed, tangible or intangible) of such Person.

“Property Owner” for any Existing Property or Future Property, means the Person who owns fee or leasehold title interest (as applicable) in and to such Property.

“Pro Rata Share” means, at any time with respect to any Bank, either (a) the ratio (expressed as a percentage) of such Bank’s Commitment at such time to the aggregate Commitments at such time or (b) if the Commitments have been terminated, the ratio (expressed as a percentage) of such Bank’s aggregate outstanding Advances and participation interest in the Letter of Credit Exposure at such time to the aggregate outstanding Advances and Letter of Credit Exposure of all the Banks at such time.

“Published Screen Rate” has the meaning specified in the definition of “Screen Rate”.

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“Purchasing Bank” has the meaning specified in Section 2.17(a).

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time such Swap Obligation is incurred or such other Person as constitutes an ECP under the Commodity Exchange Act or any regulations promulgated thereunder.

“Qualified Ground Lease” means each of the ground leases or ground subleases set forth on Schedule 1.01(d) hereto and for a Future Property means any ground lease (a) which is a direct ground lease or ground sublease granted by the fee owner of real property or a master ground lessee from such fee owner, (b) which may be transferred and/or assigned without the consent of the lessor (or as to which the lease expressly provides that (i) such lease may be transferred and/or assigned with the consent of the lessor and (ii) such consent shall not be unreasonably withheld or delayed) or subject to certain reasonable pre‑defined requirements, (c) which has a remaining term (including any renewal terms exercisable at the sole option of the lessee) of at least twenty (20) years, (d) under which no material default has occurred and is continuing, (e) with respect to which a Lien may be granted without the consent of the lessor (but subject to customary requirements regarding the nature of the holder of such Lien and prior notice to the lessor), (f) which contains customary and reasonable lender protection provisions, including, without limitation, provisions to the effect that (i) the lessor shall notify any holder of a Lien in such lease of the occurrence of any default by the lessee under such lease and shall afford such holder the option to cure such default, and (ii) in the event that such lease is terminated, such holder shall have the option to enter into a new lease having terms substantially identical to those contained in the terminated lease and (g) which otherwise contains no non-customary terms that are material and adverse to the lessee.

“Qualified Intermediary” shall have the meaning set forth in the definition of the term Unencumbered Property.

“Qualified Unsecured Debt” has the meaning specified in the definition of Qualified Unsecured Lender.

“Qualified Unsecured Lender” means (a) a trustee in respect of an issuance of Indebtedness by the Borrower or the Parent pursuant to Rule 144A of the Securities Act of 1933, as amended, or (b) an administrative agent or similar lead representative of a lender group (or, if no such administrative agent or similar lead representative exists, each lender thereunder) in respect of a term loan made (or to be made) to the Borrower or the Parent, in each case where such Indebtedness is not secured by any Lien and does not otherwise constitute Secured Indebtedness hereunder (“Qualified Unsecured Debt”), provided that to constitute Qualified Unsecured Debt hereunder (i) the Borrower shall have provided notice to the Administrative Agent of the aggregate maximum principal amount of such Indebtedness, the name of the Qualified Unsecured Lender thereunder, the address to which any notices to such Qualified Unsecured Lender should be sent and such other information regarding the terms of such Indebtedness as the Administrative Agent may reasonably request, (ii) the Borrower shall have delivered a certificate signed by a Responsible Officer of the Parent, dated the date of the incurrence of such Indebtedness, certifying that (x) no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Indebtedness, and (y) the Parent, the Borrower and each Guarantor is in compliance with the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after such date, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliance, and (iii) such Qualified Unsecured Lender shall have provided to the Administrative Agent a written acknowledgement that such Person has reviewed and approved the provisions of Article IX of this Agreement and, if requested by such Person (provided that at the time of such request such Person shall satisfy the foregoing provisions of this definition), the Administrative Agent shall have provided to such Person a written

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acknowledgement that such Person is a “Qualified Unsecured Lender” and is entitled to the rights, benefits and protections accorded to a Qualified Unsecured Lender under Section 9.01(f) (it being understood that no such acknowledgment from the Administrative Agent shall be required in order for any such Qualified Unsecured Lender to obtain the rights, benefits or protections under Section 9.01(f)).

“Real Property” for any hotel means the Land and the Improvements for such hotel, including without limitation, any retail or office space incorporated in the Improvements or located on the Land, parking rights and any and all real property rights to other ancillary functions necessary or desirable for the operation of such hotel.

“Refinancing Debt” has the meaning set forth in Section 6.02(e).

“Register” has the meaning set forth in paragraph (c) of Section 11.06.

“REIT” means a real estate investment trust under Sections 856-860 of the Code.

“Release” shall have the meaning set forth in CERCLA or under any other Environmental Law.

“Reportable Event” means any of the events set forth in Section 4043(b) of ERISA.

“Required Lenders” means, at any time, Banks holding at least 51% of the then aggregate unpaid principal amount of the Notes and the Letter of Credit Exposure of the Banks at such time, or, if no such principal amount of the Notes and Letter of Credit Exposure is then outstanding, Banks having at least 51% of the aggregate amount of the Commitments at such time.

“Response” shall have the meaning set forth in CERCLA or under any other Environmental Law.

“Responsible Officer” means the Chief Executive Officer, President, Executive Vice President, Chief Operating Officer, Chief Financial Officer,Director of Finance or Treasurer of any Person.

“Restricted Payment” means (a) any direct or indirect payment, prepayment, redemption, purchase, or deposit of funds or Property for the payment (including any sinking fund or defeasance), prepayment, redemption or purchase of Indebtedness not permitted by this Agreement, and (b) the making by any Person of any dividends or other distributions (in cash, property, or otherwise) on, or payment for the purchase, redemption or other acquisition of, any shares of any capital stock, any limited liability company interests or any partnership interests of such Person, other than dividends or distributions payable in such Person’s stock, limited liability company interests or any partnership interests.

“Rolling Period” means, as of any date, the four Fiscal Quarters ending on or immediately preceding such date.

“Sanctions” has the meaning set forth in Section 4.22.

“Screen Rate” means, for any Interest Period, the rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) determined by the Administrative Agent to be the ICE Benchmark Administration Limited LIBOR Rate (“ICE LIBOR”) for deposits in Dollars (for delivery on the first day of such Interest Period) for a term equivalent to such Interest Period as published by Reuters or another commercially available source providing quotations of ICE LIBOR as designated by the Administrative Agent from time to time in place of Reuters (the “Published Screen Rate”); provided, however, that if the Published Screen Rate is not

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available for a period corresponding to the relevant Interest Period but is available for other periods, then “Screen Rate” shall mean the Interpolated Rate.

“S&P” means Standard & Poor’s Financial Services LLC, a division of McGraw-Hill Financial, Inc., and any successor thereto.

“Secured Indebtedness” means all Secured Recourse Indebtedness plus all Secured Non‑Recourse Indebtedness of the Parent and the Parent’s subsidiaries determined on a Consolidated basis in accordance with GAAP; provided, however, that Secured Indebtedness shall exclude, to the extent provided in Section 9.01(b), the Indebtedness evidenced by any New York Term Note.

“Secured Non‑Recourse Indebtedness” of any Person means all Indebtedness of such Person with respect to which recourse for payment is limited to specific assets encumbered by a Lien securing such Indebtedness; provided, however, that personal recourse of a holder of Indebtedness against any obligor with respect thereto for fraud, misrepresentation, misapplication of cash, non‑payment of real estate taxes or ground lease rent, waste, non-permitted transfers or liens, bankruptcy, violation of special purpose covenants and other circumstances customarily excluded from non‑recourse provisions in non‑recourse financing of real estate shall not, by itself, prevent any Indebtedness from being characterized as Secured Non‑Recourse Indebtedness, providedfurther that if a personal recourse claim is made in connection therewith, such claim shall not constitute Secured Non‑Recourse Indebtedness for the purposes of this Agreement.

“Secured Recourse Indebtedness” of any Person means any Total Liabilities (excluding any Secured Non‑Recourse Indebtedness) of such Person for which the obligations thereunder are secured by a Lien on any assets of such Person or its Subsidiaries; provided, however, that the Indebtedness evidenced by a New York Mortgage shall not comprise Secured Recourse Indebtedness and shall be treated for all purposes under this Credit Agreement as Unsecured Indebtedness.

“Selling Bank” has the meaning specified in Section 2.17(a).

“Senior Financing Transaction” means the incurrence of senior Unsecured Indebtedness by the Parent.

“Status” means the existence of Level I Status, Level II Status, Level III Status, or Level IV Status as the case may be. As used in this definition:

“Level I Status” exists at any date if, at such date, the Leverage Ratio is less than 4.00 to 1.00;

“Level II Status” exists at any date if, at such date, the Leverage Ratio is greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00;

“Level III Status” exists at any date if, at such date, the Leverage Ratio is greater than or equal to 5.00 to 1.00 but less than 5.50 to 1.00;

“Level IV Status” exists at any date if, at such date, the Leverage Ratio is greater than or equal to 5.50 to 1.00 but less than 6.00 to 1.00; and

“Level V Status” exists at any date if, at such date, the Leverage Ratio is greater than or equal to 6.00 to 1.00.

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Status shall be determined and changed as of the 45th day following any Fiscal Quarter; provided, that until the 45th day following the Fiscal Quarter first ending after the Closing Date, the Status shall be determined with reference to the Compliance Certificate delivered in connection with the initial Borrowing hereunder. The Leverage Ratio shall be based upon the components of the calculation of the Leverage Ratio for the Rolling Period just ended or as of the end of such Rolling Period, as applicable.

“Stock” means shares of capital stock, beneficial or partnership interests, participations or other equivalents (regardless of how designated) of or in a corporation or equivalent entity, whether voting or non‑voting, and includes, without limitation, common stock and preferred stock.

“Stock Equivalents” means all securities (other than Stock) convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any stock, whether or not presently convertible, exchangeable or exercisable.

“Subsidiary” of a Person means any corporation, association, partnership or other business entity of which more than 50% of the outstanding shares of capital stock (or other equivalent interests) having by the terms thereof ordinary voting power under ordinary circumstances to elect a majority of the board of directors or Persons performing similar functions (or, if there are no such directors or Persons, having general voting power) of such entity (irrespective of whether at the time capital stock (or other equivalent interests) of any other class or classes of such entity shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more Subsidiaries of such Person or by one or more Subsidiaries of such Person.

“Substantial Completion” means, with respect to any Development Property and as of any relevant date of determination, the substantial completion of all material construction, renovation and rehabilitation work then planned with respect to such Property.

“Swap Bank” means (a) any Person that is a Bank or an Affiliate of a Bank at the time that it becomes a party to a Swap Contract with the Borrower and (b) any Bank on the Closing Date or Affiliate of such Bank that is party to a Swap Contract with the Borrower in existence on the Closing Date, in each case to the extent permitted by Section 6.02(c).

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

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“Termination Event” means (a) the occurrence of a Reportable Event with respect to a Plan, as described in Section 4043 of ERISA and the regulations issued thereunder (other than a Reportable Event not subject to the provision for 30‑day notice to the PBGC under such regulations), (b) the withdrawal of the Parent, the Borrower or any of a Controlled Group from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the giving of a notice of intent to terminate a Plan under Section 4041(c) of ERISA, (d) the institution of proceedings to terminate a Plan by the PBGC, or (e) any other event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

“Total Commitments” means the aggregate amount of the Banks’ Commitments which shall initially be Seven Hundred Fifty Million Dollars ($750,000,000); as such amount may be increased pursuant to the provisions of Section 1.06 or decreased pursuant to the provisions of Section 2.04 or other applicable provisions of this Agreement.

“Total Liabilities” of any Person means the sum of the following (without duplication): (a) all Indebtedness of such Person and its Subsidiaries determined on a Consolidated basis in conformity with GAAP, plus (b) such Person’s Unconsolidated Entity Percentage of Indebtedness (including Secured Non‑Recourse Indebtedness) of such Person’s Unconsolidated Entities, plus (c) to the extent not already included in the calculation of either of the preceding clauses (a) or (b), the aggregate amount of letters of credit for which such Person or any of its Subsidiaries would have a direct or contingent obligation to reimburse the issuers of such letters of credit upon a drawing under such letters of credit, minus (d) to the extent included in the calculation of any of the preceding clauses (a), (b) or (c), (i) trade payables and accruals incurred in the ordinary course of business, (ii) the amount of any minority interests and (iii) Capital Lease Obligations for a ground lease for any Hotel Property, minus (e), with respect to the Parent, the sum of (i) the Parent’s cash proceeds from (x) any sale or issuance of equity securities of the Parent or Indebtedness of the Parent, provided that such sale or issuance occurred within the 60 days preceding the date such Total Liabilities are determined and (y) any “like-kind exchange” under Section 1031 of the Code, provided that such “like-kind exchange” proceeds shall be held in escrow in accordance with the requirements of such Section 1031, (ii) Indebtedness that has been defeased in accordance with the loan documents for such Indebtedness and for which the Borrower certifies as to such defeasance in a manner reasonably satisfactory to the Administrative Agent and (iii) cash on hand of the Parent and its Subsidiaries in an amount not to exceed 0.50% of Consolidated Total Book Value, provided that such cash is not subject to any Lien or other encumbrance or restriction of any kind.

“Total Unencumbered Asset Value” means, at any date of determination, an amount equal to the sum of (i) the Asset Values of all Unencumbered Properties (which shall include, to the extent provided in Section 9.01(a), any New York Property subject to a New York Mortgage) on such date plus (ii) Liquid Investments of the Parent on a Consolidated basis on such date that are not subject to any Liens of any kind (including any such Lien or restriction imposed by (A) any agreement governing Indebtedness and (B) the organizational documents of the Parent or any of its Subsidiaries) and, in each case, that (a) are not subject to any agreement (including (x) any agreement governing Indebtedness and (y) if applicable, the organizational documents of the Parent or any of its Subsidiaries) which prohibits or limits the ability of the Parent or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon such assets (excluding any agreement or organizational document which limits generally the amount of Indebtedness which may be incurred by the Parent or its Subsidiaries), and (b) are not subject to any agreement (including any agreement governing Indebtedness) which entitles any Person to the benefit of any Lien on such assets, or would entitle any Person to the benefit of any such Lien upon the occurrence of any contingency (including, without limitation, pursuant to an “equal and ratable” clause), but excluding any agreement that conditions the ability of the Parent or its Subsidiaries to encumber their assets upon the maintenance of one or more

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specified ratios that limit the ability of such Persons to encumber their assets but that do not generally prohibit the encumbrance of assets, or the encumbrance of specific assets); provided that, for purposes of calculating this amount, (1) Unencumbered Properties owned or leased by Joint Venture Subsidiaries may not exceed 25% of the Total Unencumbered Asset Value, and (2) Non-Core Hotel Properties may not comprise more than 10% of Total Unencumbered Asset Value.

“Type” has the meaning set forth in Section 1.04.

“UCP” has the meaning set forth in Section 2.13(g).

“UCP 600” has the meaning set forth in Section 2.13(g).

“Unconsolidated Entity” means, with respect to any Person, at any date, any other Person in whom such Person holds an Investment, which Investment is accounted for in the financial statements of such Person on an equity basis of accounting or as a loan or advance to the other Person, and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person, if such statements were prepared as of such date. Any Person that is an Unconsolidated Entity with respect to another Person shall not be deemed to be a Subsidiary of such Person.

“Unconsolidated Entity Percentage” means, for any Person, with respect to a Person’s Unconsolidated Entity, the percentage ownership interest of such Person in such Unconsolidated Entity; provided that, in the event that such Person is the general partner of such Unconsolidated Entity, such Person’s Unconsolidated Entity Percentage with respect to such Unconsolidated Entity shall be 100% with respect to any Indebtedness for which recourse may be made against any general partner of such Unconsolidated Entity (provided that such Indebtedness shall not be deemed to be recourse to such general partner solely because of customary carveouts to non‑recourse Indebtedness as described in the definition of “Secured Non-Recourse Indebtedness”); providedfurther that when the Investment in an Unconsolidated Entity is in the form of preferred stock or a loan or advance, the Unconsolidated Entity Percentage shall be a percentage equal to (a) the amount of such Investment divided by (b) the aggregate amount of the Investments by all Persons in the Unconsolidated Entity.

“Unencumbered” means, with respect to any Hotel Property, at any date of determination, the circumstance that such Hotel Property on such date:

(a)is not subject to any Liens (including restrictions on transferability or assignability) of any kind (including any such Lien or restriction imposed by (i) any agreement governing Indebtedness, and (ii) the organizational documents of the Borrower or any of its Subsidiaries, but excluding Permitted Encumbrances and, in the case of any Qualified Ground Lease (to the extent permitted by the definition thereof), restrictions on transferability or assignability in respect of such Qualified Ground Lease);

(b)is not subject to any agreement (including (i) any agreement governing Indebtedness, and (ii) if applicable, the organizational documents of the Borrower or any of its Subsidiaries) which prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon such Hotel Property, other than Permitted Encumbrances (excluding any agreement or organizational document which limits generally the amount of Indebtedness which may be incurred by the Borrower or its Subsidiaries); and

(c)is not subject to any agreement (including any agreement governing Indebtedness) which entitles any Person to the benefit of any Lien (other than Permitted

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Encumbrances) on such Hotel Property, or would entitle any Person to the benefit of any such Lien upon the occurrence of any contingency (including, without limitation, pursuant to an “equal and ratable” clause).

For the purposes of this Agreement, any Hotel Property owned by a Subsidiary of the Borrower shall not be deemed to be Unencumbered unless both (i) such Hotel Property and (ii) all Stock owned directly or indirectly by Borrower in such Subsidiary is Unencumbered.

“Unencumbered Property” means, as of any date it is to be determined, each Hotel Property that is owned or leased by the Borrower or any Material Subsidiary, and that satisfies each of the following conditions:

(a)such Hotel Property (i) is Unencumbered, (ii) free of all material title defects, and (iii) either (A) owned (together with the land on which it is located) in fee simple by the Borrower or its direct or indirect Wholly-Owned Subsidiary or Joint Venture Subsidiary, (B) owned by the Borrower or its direct or indirect Wholly-Owned Subsidiary or Joint Venture Subsidiary and located on land leased to the Borrower or such Subsidiary pursuant to a Qualified Ground Lease, or (C) owned (together with the land on which it is located ) in fee simple by a qualified intermediary within the meaning of Internal Revenue Service Regulation 1.1031(k)-1(g)(4) that is acting for the benefit of the Borrower or its direct or indirect Wholly‑Owned Subsidiary or Joint Venture Subsidiary (each such entity, a “Qualified Intermediary”), all as evidenced by a copy of the most recent ALTA Owner’s Policy of Title Insurance (or commitment to issue such a policy to the Borrower or its Subsidiary owning or to own such Hotel Property) relating to such Hotel Property showing the identity of the fee titleholder thereto and all matters of record as of its date and, if such Hotel Property is owned by a Qualified Intermediary, documents establishing that the Qualified Intermediary acts at the direction of the Borrower or its direct or indirect Wholly‑Owned Subsidiary or Joint Venture Subsidiary;

(b)If the Property Owner for such Hotel Property is not the Borrower, the Property Owner shall be (i) either a Wholly-Owned Subsidiary or a Joint Venture Subsidiary of the Borrower whose sole assets are Unencumbered Properties, who is not liable for any Indebtedness other than the Obligations, who complies in all material respects with all of the covenants and requirements of Material Subsidiaries under the Credit Documents and who has delivered to the Administrative Agent an Accession Agreement executed by such Subsidiary (provided, however, that no Accession Agreement shall be required at any time after an Investment Grade Release Event has occurred), (ii) a Qualified Intermediary, as defined in clause (a) above, whose sole assets are Unencumbered Properties, who is not liable for any Indebtedness, and whose sole beneficiary is either the Borrower or a Wholly‑Owned Subsidiary or Joint Venture Subsidiary of the Borrower that complies in all material respects with all of the covenants and requirements of Material Subsidiaries under the Credit Documents and has delivered to the Administrative Agent an Accession Agreement executed by such Subsidiary (provided, however, that no Accession Agreement shall be required at any time after an Investment Grade Release Event has occurred), or (iii) a Joint Venture Subsidiary that has more than 50% of its outstanding equity interests owned by a Joint Venture Guarantor or the Borrower.

(c)if such Hotel Property is subject to a Qualified Ground Lease, no default by the lessee under the Qualified Ground Lease exists and the Qualified Ground Lease remains in full force and effect;

(d)such Hotel Property is free of all material structural defects;

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(e)such Hotel Property is (i) in compliance, in all material respects, with all applicable Environmental Laws, and (ii) not subject to any material Environmental Claim;

(f)neither all nor any material portion of such Hotel Property shall be the subject of any proceeding by a governmental authority for the condemnation, seizure or appropriation thereof, nor the subject of any negotiations for sale in lieu of condemnation, seizure or appropriation;

(g)such Hotel Property is (i) located in either the United States of America or in an Approved Other Country and (ii) either (A) a full service hotel located in a resort, convention or urban market, (B) a limited service hotel located in an urban market, or (C) a Non-Core Hotel Property; and

(h)the Borrower shall have executed and acknowledged (or caused to be executed and acknowledged) and delivered to the Administrative Agent, on behalf of the Banks, all documents, and taken all actions reasonably required by the Administrative Agent from time to time to confirm the rights created or now or hereafter intended to be created under the Credit Documents, or otherwise to carry out the purposes of the Credit Documents, and the transactions contemplated thereunder, the Administrative Agent shall have received all other evidence and information that it may reasonably require.

“Unsecured Indebtedness” of any Person means the Total Liabilities of such Person, plus, with respect to the Parent, to the extent deducted in determining Total Liabilities, those items included in clause (e) of the definition of Total Liabilities, minus all Secured Indebtedness of such Person. For the avoidance of doubt and notwithstanding anything to the contrary herein, all Obligations in respect of the Facility shall be deemed to be Unsecured Indebtedness.

“Unused Commitment” means, with respect to any Bank at any time, such Bank’s Commitment at such time minus such Bank’s Pro Rata Share of the total Letter of Credit Exposure minus the aggregate principal amount of all Advances made by such Bank and outstanding at such time.

“Unused Fee” has the meaning specified in Section 2.03(a).

“Wholly-Owned Subsidiary” of a Person means any Subsidiary for which such Person’s ownership interest is 99% or more.

Section 1.02Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.

Section 1.03Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basis.

(b)Unless otherwise indicated, all financial statements of the Borrower and the Parent, all calculations for compliance with covenants in this Agreement, and all calculations of any amounts to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) in accordance with GAAP.

(c)If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation

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of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principles.

(d)Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Section 1.04Types of Advances. Advances are distinguished by “Type”. The “Type” of an Advance refers to the determination whether such Advance is a LIBOR Advance or Base Rate Advance, each of which constitutes a Type.

Section 1.05Miscellaneous. Article, Section, Schedule and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Agreement, unless otherwise specified.

Section 1.06Commitment Increases. (a) The Borrower shall be entitled to request that the Total Commitments be increased to an amount not exceeding One Billion Fifty Million Dollars ($1,050,000,000); provided that (i) no Default then exists, (ii) the Borrower gives the Banks thirty (30) days’ prior written notice of such election, (iii) no Bank shall be obligated to increase such Bank’s Commitment without such Bank’s written consent which may be withheld in such Bank’s sole discretion, (iv) the Borrower, not the Banks or the Administrative Agent, shall be responsible for arranging for Persons to provide the additional Commitment amounts; and (v) any Person providing any additional Commitment amount must qualify as an Eligible Assignee and be reasonably acceptable to the Administrative Agent if such Person is not already a Bank. In connection with any such increase in the Total Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement.

(b)On the date (“Funding Date”) of any future increase in the Total Commitments permitted by this Agreement, such date designated by the Administrative Agent, the Banks whose Commitments have increased in connection with such future increase in the Total Commitments shall fund to the Administrative Agent such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances based upon the Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received to the other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances as of such Funding Date. The Banks receiving such amounts to be applied to LIBOR Advances may demand payment of the breakage costs under Section 2.08 as though the Borrower had elected to prepay such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 2.08. The first payment of interest and letter of credit fees received by the Administrative Agent after such Funding Date shall be paid to the Banks in amounts adjusted

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to reflect the adjustments of their respective Pro Rata Shares of the Advances as of the Funding Date. On the Funding Date each Bank shall be deemed to have either sold or purchased, as applicable, participations in the Letter of Credit Exposure sold to the Banks pursuant to Section 2.13(b) so that upon consummation of all such sales and purchases each Bank holds participations in the Letter of Credit Exposure equal to such Bank’s Pro Rata Share of the total Letter of Credit Exposure as of such Funding Date.

Section 1.07Maturity Date Extension. The Borrower shall be entitled to extend the Maturity Date for up to two (2) six-month extensions; provided that (i) no Default then exists, (ii) the Borrower gives the Administrative Agent, at least ninety (90) days but no more than one hundred twenty (120) days prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, written notice of such extension, (iii) on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative Agent for the ratable benefit of the Banks an extension fee equal to 0.075% of the Total Commitments that will exist as of the first day of the first or second six-month extension, as the case may be (the “Extension Fee”), and (iv) the Administrative Agent shall have received on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer of the Parent, dated as of the initial Maturity Date or the First Extension Maturity Date, as the case may be (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (b) no Default or Event of Default has occurred and is continuing or would result from such extension, and (c) the Borrower, Parent and each Material Subsidiary is in compliance with the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliance. The Borrower’s delivery of written notice to extend shall be irrevocable, and the Administrative Agent shall promptly notify each Bank of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension.

ARTICLE II

THE ADVANCES AND THE LETTERS OF CREDIT

Section 2.01The Advances. Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make Advances in U.S.Dollars to the Borrower from time to time on any Business Day up to 30 days prior to the Maturity Date in an aggregate amount not to exceed at any time outstanding an amount equal to such Bank’s Commitment less such Bank’s Pro Rata Share of the Letter of Credit Exposure at such time. The aggregate amount of all outstanding Advances and Letter of Credit Exposure at any time may not exceed the Total Commitments at such time. Within the limits of each Bank’s Commitment, the Borrower may from time to time prepay pursuant to Section 2.07 and reborrow under this Section 2.01.

Section 2.02Method of Borrowing. (a) Notice. Each Borrowing shall be made by telephone (promptly confirmed in writing on the same day) pursuant to a Notice of Borrowing, given not later than 1:00 P.M. (New York City time) (i) on the third Business Day before the date of the proposed Borrowing, in the case of a Borrowing consisting of LIBOR Advances, or (ii) on the Business Day before the date of the proposed Borrowing, in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give each Bank prompt notice on the day of receipt of such timely telephone call or Notice of Borrowing of such proposed Borrowing by telecopier. Each Notice of Borrowing shall be in writing or by telecopier specifying the requested (i) date of such Borrowing, (ii) Type of Advances

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comprising such Borrowing, (iii) aggregate amount of such Borrowing, and(iv) whether such Borrowing is subject to a Swap Contract between the Borrower and a Swap Bank, and (v)if such Borrowing is to be comprised of LIBOR Advances, the Interest Period for each such Advance. In the case of a proposed Borrowing comprised of LIBOR Advances, the Administrative Agent shall promptly notify each Bank of the applicable interest rate under Section 2.06(b). Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 11.02, or such other location as the Administrative Agent may specify by written notice to the Banks, in same day funds, such Bank’s Pro Rata Share of such Borrowing. Upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at its account with the Administrative Agent or to such other account as the Borrower shall specify to the Administrative Agent in writing.

(b)Conversions and Continuations. In order to elect to Convert or continue Advances comprising part of the same Borrowing under this Section, the Borrower shall deliver an irrevocable Notice of Conversion or Continuation to the Administrative Agent at the Administrative Agent’s office no later than 1:00 P.M. (New York City time) (i) on the date which is at least three Business Days in advance of the proposed Conversion or continuation date in the case of a Conversion to or a continuation of a Borrowing comprised of LIBOR Advances and (ii) on the Business Day prior to the proposed conversion date in the case of a Conversion to a Borrowing comprised of Base Rate Advances. Each such Notice of Conversion or Continuation shall be in writing or by telecopier, specifying (i) the requested Conversion or continuation date (which shall be a Business Day), (ii) the Borrowing amount and Type of the Advances to be Converted or continued, (iii) whether a Conversion or continuation is requested, and if a Conversion, into what Type of Advances, and (iv) in the case of a Conversion to, or a continuation of, LIBOR Advances, the requested Interest Period. Promptly after receipt of a Notice of Conversion or Continuation under this paragraph, the Administrative Agent shall provide each Bank with a copy thereof and, in the case of a Conversion to or a continuation of LIBOR Advances, notify each Bank of the applicable interest rate under Section 2.06(b). For purposes other than the conditions set forth in Section 3.02, the portion of Advances comprising part of the same Borrowing that are Converted to Advances of another Type shall constitute a new Borrowing. If the Borrower shall fail to specify an Interest Period for a LIBOR Advance including the continuation of a LIBOR Advance, the Borrower shall be deemed to have selected a Base Rate Advance.

(c)Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above:

(i)in the case of LIBOR Advances each Borrowing shall be in an aggregate amount of not less than $1,000,000 or such greater amount that is an integral multiple of $100,000;

(ii)except for Borrowings for the acquisition by the Borrower or its Subsidiary of Investments permitted under Sections 6.07 (c) and (d), the Borrower may not request Borrowings more than three times in any calendar month;

(iii)at no time shall there be more than eight (8) Interest Periods applicable to outstanding LIBOR Advances;

(iv)the Borrower may not select LIBOR Advances for any Borrowing to be made, Converted or continued if a Default has occurred and is continuing;

(v)if any Bank shall, at any time prior to the making of any requested Borrowing comprised of LIBOR Advances, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation after the date hereof makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or

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its LIBOR Lending Office to perform its obligations under this Agreement to make LIBOR Advances or to fund or maintain LIBOR Advances, then such Bank’s Pro Rata Share of such Borrowing shall be made as a Base Rate Advance, provided that such Base Rate Advance shall be considered part of the same Borrowing and interest on such Base Rate Advance shall be due and payable at the same time that interest on the LIBOR Advances comprising the remainder of such Borrowing shall be due and payable; and such Bank agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the effect of this paragraph and would not, in the reasonable judgment of such Bank, be otherwise materially disadvantageous to such Bank;

(vi)if the Administrative Agent is unable to determine the LIBOR for LIBOR Advances comprising any requested Borrowing, the right of the Borrower to select LIBOR Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;

(vii)if the Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the LIBOR for LIBOR Advances comprising such Borrowing will not adequately reflect the cost to such Banks of making or funding their respective LIBOR Advances, as the case may be, for such Borrowing, the right of the Borrower to select LIBOR Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; and

(viii)if the Borrower shall fail to select the duration or continuation of any Interest Period for any LIBOR Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances or, if an existing Advance, Converted into Base Rate Advances.

(d)Notices Irrevocable. Each Notice of Borrowing and Notice of Conversion or Continuation shall be irrevocable and binding on the Borrower. In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of LIBOR Advances, the Borrower shall indemnify each Bank against any loss, out-of-pocket cost or expense incurred by such Bank as a result of any condition precedent for Borrowing set forth in Article III not being satisfied for any reason, including, without limitation, any loss, cost or expense actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund the Advance to be made by such Bank as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(e)Administrative Agent Reliance. Unless the Administrative Agent shall have received notice from a Bank before the date of any Borrowing that such Bank will not make available to the Administrative Agent such Bank’s Pro Rata Share of the Borrowing, the Administrative Agent may assume that such Bank has made its Pro Rata Share of such Borrowing available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made its Pro Rata Share of such Borrowing available to the Administrative Agent, such Bank and the Borrower severally agree to immediately repay to the

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Administrative Agent on demand, and without duplication, such corresponding amount, together with interest on such amount, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable on each such day to Advances comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate for each such day. If such Bank shall repay to the Administrative Agent such corresponding amount and interest as provided above, such corresponding amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement even though not made on the same day as the other Advances comprising such Borrowing.

(f)Bank Obligations Several. The failure of any Bank to make the Advance to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, to make its Advance on the date of such Borrowing. No Bank shall be responsible for the failure of any other Bank to make the Advance to be made by such other Bank on the date of any Borrowing.

(g)Notes. Upon the request of a Bank, the indebtedness of the Borrower to such Bank resulting from Advances owing to such Bank shall be evidenced by the Note of the Borrower payable to the order of such Bank in substantially the form of Exhibit A; provided, however, that to the extent no Note has been issued to a Bank, this Agreement shall be deemed to comprise conclusive evidence for all purposes of the indebtedness resulting from the Advances and extensions of credit made hereunder.

(h)Bank Booking Vehicles. Each Bank may, at its option, make any Advance available to the Borrower by causing any foreign or domestic branch or Affiliate of such Bank to make such Advance; provided, however, that (i) any exercise of such option shall not affect the obligation of the Borrower or any Bank in accordance with the terms of this Agreement and (ii) nothing in this Section 2.02(h) shall be deemed to obligate any Bank to obtain the funds for any Advance in any particular place or manner or to constitute a representation or warranty by any Bank that it has obtained or will obtain the funds for any Advance in any particular place or manner.

Section 2.03Fees. (a) Unused Fee; Facility Fee. The Borrower shall pay to the Administrative Agent for the account of the Banks an unused commitment fee (the “Unused Fee”), from the date hereof or upon the effectiveness of any Assignment and Acceptance pursuant to which it became a Bank until the Maturity Date, payable in arrears quarterly on the last day of each March, June, September and December, commencing March 31, 2014, and on the Maturity Date. The Unused Fee payable in Dollars for the account of each Bank shall be calculated for each period for which the Unused Fee is payable on the average daily Unused Commitment of such Bank during such period at the rate per annum equal to, (a) for any period in which the average daily Unused Commitment of such Bank for such period is less than 50% of such Bank’s aggregate Commitments, 0.25% per annum, and (b) for any period in which the average daily Unused Commitment of such Bank for such period is greater than or equal to 50% of such Bank’s aggregate Commitments, 0.30% per annum; provided, however, that in the event that the Parent achieves an Investment Grade Rating and the Parent provides written notice to the Administrative Agent electing to convert to the ratings-based pricing grid set forth in the definition of “Applicable Margin”, the Borrower shall no longer pay Unused Fees immediately following the effectiveness of such notice. For each succeeding quarter, the Borrower shall pay a Facility Fee at the applicable rate set forth in such pricing grid times the actual daily amount of each Bank’s Commitment, regardless of usage. Each Facility Fee will be payable quarterly in arrears on the last day of each March, June, September and December, and on the Maturity Date. The Unused Fees and Facility Fees will be calculated on a 360-day basis. If the Parent has made the Ratings Grid Election as described above but thereafter fails to maintain an Investment Grade Rating by at least one of S&P or Moody’s, then (x) Unused Fees shall be payable during the period commencing on the date the Parent no longer has an Investment Grade Rating by at least one of S&P or Moody’s and ending on the date the Parent

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makes another Ratings Grid Election, and (y) no Facility Fees shall be payable during the period that Unused Fees are payable.

(b)Letter of Credit Fees. The Borrower agrees to pay to the Administrative Agent for the benefit of the Banks, fees in respect of all Letters of Credit outstanding at a rate per annum equal to the Applicable Margin calculated based upon a 360-day year and in respect of the maximum amount available from time to time to be drawn under such outstanding Letters of Credit, payable quarterly in arrears for those quarters ending on the last day of each March, June, September and December, commencing March 31, 2014, (i) on the date which is 30 days following the last Business Day of each March, June, September and December and (ii) on the Maturity Date. In addition, the Borrower agrees to pay to each Issuing Bank for its own account a fee on the average daily amount of the aggregate undrawn maximum face amount of each Letter of Credit issued by such Issuing Bank at a rate per annum equal to 0.125%, such fees due and payable quarterly in arrears (i) on the date which is 30 days following the last Business Day of each March, June, September and December and (ii) on the Maturity Date.

(c)Administrative Agent Fees. The Borrower agrees to pay to the Administrative Agent for the Administrative Agent’s account the fees set forth in any separate letter agreement executed and delivered by the Borrower and to which the Administrative Agent is a party, as the same may be amended from time to time (collectively, the “Fee Letter”) in accordance with the terms thereof, as and when the same are due and payable pursuant to the terms of such Fee Letter.

(d)Extension Fee. The Borrower agrees to pay the Extension Fee at the time specified in, and to the extent required by, Section 1.07.

(e)Defaulting Lender. Anything herein to the contrary notwithstanding, during such period as a Bank is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to Section 2.03(a) and Section 2.03(c) (without prejudice to the rights of the Non‑Defaulting Lenders in respect of such fees), provided that (a) to the extent that all or a portion of the Letter of Credit Exposure of such Defaulting Lender is reallocated to the Non‑Defaulting Lenders pursuant to Section 2.16(b), such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non‑Defaulting Lenders, pro rata in accordance with their respective Commitments, and (b) to the extent that all or any portion of such Letter of Credit Exposure cannot be so reallocated, such fees will instead accrue for the benefit of and be payable to the Issuing Banks (and the pro rata payment provisions of Section 2.10(e) will automatically be deemed adjusted to reflect the provisions of this Section).

Section 2.04Reduction of the Commitments. (a) The Borrower may, upon at least three Business Days’ prior notice to the Administrative Agent, permanently terminate in whole or permanently reduce ratably in part the Commitments of the Banks; provided, however, that (i) each partial reduction shall be in the aggregate amount of not less $5,000,000 or an integral multiple of $1,000,000 in excess thereof, and (ii) no such reduction shall result in the Total Commitments of the Banks being less than $100,000,000 unless the Commitments have been permanently terminated.

(b)The Borrower may, upon at least three Business Days’ prior notice to the Administrative Agent and with the prior written consent of the Issuing Banks, permanently terminate in whole or permanently reduce ratably in part the Letter of Credit Commitments of the Issuing Banks; provided, however, that Letter of Credit Commitments may not be reduced below the total Letter of Credit Exposure.

Section 2.05Repayment of Advances. The Borrower shall repay the outstanding principal amount of each Advance on the Maturity Date.

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Section 2.06Interest. The Borrower shall pay interest on the unpaid principal amount of each Advance made by each Bank from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

(a)Base Rate Advances. If such Advance is a Base Rate Advance, a rate per annum (computed on the actual number of days elapsed, including the first day and excluding the last, based on (x) a 365 or 366, as the case may be, day year to the extent the interest rate is based upon Citibank’s base rate and (y) a 360 day year to the extent the interest rate is based upon either the Federal Funds Rate or LIBOR) equal at all times to the lesser of (i) the Adjusted Base Rate in effect from time to time plus the Applicable Margin and (ii) the Maximum Rate, payable in arrears on the first day of each calendar month, provided that during the continuance of an Event of Default, Base Rate Advances shall bear interest at a rate per annum equal at all times to the lesser of (1) the rate required to be paid on such Advance immediately prior to the date on which such Event of Default commenced plus two percent (2%) and (2) the Maximum Rate.

(b)LIBOR Advances. If such Advance is a LIBOR Advance, a rate per annum (computed on the actual number of days elapsed, including the first day and excluding the last, based on a 360 day year) equal at all times during the Interest Period for such Advance to the lesser of (i) the LIBOR for such Interest Period plus the Applicable Margin and (ii) the Maximum Rate, payable in arrears on the last day of such Interest Period, and on the date such LIBOR Advance shall be paid in full, and, with respect to LIBOR Advances having an Interest Period in excess of one month, the numerically corresponding day to the initial day of such Interest Period in each calendar month during such Interest Period; provided, however, that if there is no numerically corresponding day in any such month or if the Interest Period begins on the last Business Day of a calendar month, interest shall be payable on the last Business Day of each calendar month during the Interest Period; providedfurther that during the continuance of an Event of Default, LIBOR Advances shall bear interest at a rate per annum equal at all times to the lesser of (i) the rate required to be paid on such Advance immediately prior to the date on which such Event of Default commenced plus two percent (2%) and (ii) the Maximum Rate.

(c)Usury Recapture. In the event the rate of interest chargeable under this Agreement or the Notes at any time is greater than the Maximum Rate, the unpaid principal amount of the Notes shall bear interest at the Maximum Rate until the total amount of interest paid or accrued on the Notes equals the amount of interest which would have been paid or accrued on the Notes if the stated rates of interest set forth in this Agreement had at all times been in effect. In the event, upon payment in full of the Notes, the total amount of interest paid or accrued under the terms of this Agreement and the Notes is less than the total amount of interest which would have been paid or accrued if the rates of interest set forth in this Agreement had, at all times, been in effect, then the Borrower shall, to the extent permitted by applicable law, pay the Administrative Agent for the account of the Banks an amount equal to the difference between (i) the lesser of (A) the amount of interest which would have been charged on the Notes if the Maximum Rate had, at all times, been in effect and (B) the amount of interest which would have accrued on the Notes if the rates of interest set forth in this Agreement had at all times been in effect and (ii) the amount of interest actually paid or accrued under this Agreement on the Notes. In the event the Banks ever receive, collect or apply as interest any sum in excess of the Maximum Rate, such excess amount shall, to the extent permitted by law, be applied to the reduction of the principal balance of the Notes, and if no such principal is then outstanding, such excess or part thereof remaining shall be paid to the Borrower.

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(d)Other Amounts Overdue. If any amount payable under this Agreement other than the Advances is not paid when due and payable, including without limitation, accrued interest and fees, then such overdue amount shall accrue interest hereon due and payable on demand at a rate per annum equal to the Adjusted Base Rate plus two percent (2%), from the date such amount became due until the date such amount is paid in full.

Section 2.07Prepayments.

(a)Right to Prepay. The Borrower shall have no right to prepay any principal amount of any Advance except as provided in this Section 2.07.

(b)Optional Prepayments. The Borrower may elect to prepay any of the Advances, after giving by 1:00 P.M. (New York City time) (i) in the case of LIBOR Advances, at least three Business Days’ prior written notice or (ii) in case of Base Rate Advances, at least one Business Day’s prior written notice to the Administrative Agent stating the proposed date and aggregate principal amount of such prepayment, and if applicable, the relevant Interest Period for the Advances to be prepaid. If any such notice is given, the Borrower shall prepay Advances comprising part of the same Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice, and with respect to LIBOR Advances shall also pay accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.08 as a result of such prepayment being made on such date; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $1,000,000 and in integral multiples of $100,000.

(c)Ratable Payments. Each payment of any Advance pursuant to this Section 2.07 or any other provision of this Agreement shall be made in a manner such that all Advances comprising part of the same Borrowing are paid in whole or ratably in part.

(d)Effect of Notice. All notices given pursuant to this Section 2.07 shall be irrevocable and binding upon the Borrower.

Section 2.08Breakage Costs. If (a) any payment of principal of any LIBOR Advance is made other than on the last day of the Interest Period for such Advance as a result of any payment pursuant to Section 2.07 or the acceleration of the maturity of the Notes pursuant to Article VIII or otherwise; (b) any Conversion of a LIBOR Advance is made other than on the last day of the Interest Period for such Advance pursuant to Section 2.12 or otherwise; or (c) the Borrower fails to make a principal or interest payment with respect to any LIBOR Advance on the date such payment is due and payable, the Borrower shall, within 10 days of any written demand sent by any Bank to the Borrower through the Administrative Agent, pay to the Administrative Agent for the account of such Bank any amounts (without duplication of any other amounts payable in respect of breakage costs) required to compensate such Bank for any losses (other than lost profit), out‑of‑pocket costs or expenses which it reasonably incurs as a result of such payment or nonpayment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Bank to fund or maintain such Advance.

Section 2.09Increased Costs. (a)LIBOR Advances. If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the calculation of the LIBOR) in or in the interpretation of any law or regulation enacted, issued or promulgated after the date of this Agreement or (ii) the compliance with any guideline, rule, directive or request from any central bank or other Governmental Authority (whether or not having the force of law) enacted, issued or promulgated after the date of this Agreement, there shall be any increase in the cost to any Bank of agreeing to make or making, funding, converting into, continuing or maintaining LIBOR Advances, then the Borrower

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shall from time to time, within 10 days of written demand by such Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank additional amounts (without duplication of any other amounts payable in respect of increased costs) sufficient to compensate such Bank for such increased cost; provided, however, that, before making any such demand, each Bank agrees to use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate as to the amount of such increased cost and detailing the calculation of such cost submitted to the Borrower and the Administrative Agent by such Bank at the time such Bank demands payment under this Section shall be conclusive and binding for all purposes, absent manifest error.

(b)Capital Adequacy. If any Bank or Issuing Bank determines in good faith that compliance with any law or regulation or any guideline, rule, directive or request from any central bank or other Governmental Authority (whether or not having the force of law) enacted, issued or promulgated after the date of this Agreement affects or would affect the amount of capital or liquidity required or expected to be maintained by such Bank or Issuing Bank or any corporation controlling such Bank or Issuing Bank and that the amount of such capital or liquidity is increased by or based upon the existence of such Bank’s commitment to lend or such Issuing Bank’s commitment to issue Letters of Credit or any Bank’s commitment to participate in Letters of Credit and other commitments of this type, then, upon 10 days prior written notice by such Bank or such Issuing Bank (with a copy of any such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Bank or to such Issuing Bank, as the case may be, from time to time as specified by such Bank or such Issuing Bank, additional amounts (without duplication of any other amounts payable in respect of increased costs) sufficient to compensate such Bank or such Issuing Bank, in light of such circumstances, (i) with respect to such Bank, to the extent that such Bank reasonably determines such increase in capital or liquidity to be allocable to the existence of such Bank’s commitment to lend under this Agreement or its commitment to participate in Letters of Credit and (ii) with respect to such Issuing Bank, to the extent that such Issuing Bank reasonably determines such increase in capital to be allocable to the issuance or maintenance of the Letters of Credit. A certificate as to such amounts and detailing the calculation of such amounts submitted to the Borrower and the Administrative Agent by such Bank or such Issuing Bank shall be conclusive and binding for all purposes, absent manifest error.

(c)Letters of Credit. If any change in any law or regulation or in the interpretation thereof by any central bank or other Governmental Authority (whether or not having the force of law) charged with the administration thereof enacted, issued or promulgated after the date of this Agreement shall either (i) impose, modify, or deem applicable any reserve, special deposit, or similar requirement against letters of credit issued by, or assets held by, or deposits in or for the account of, any Issuing Bank or any Bank or (ii) impose on any Issuing Bank or any Bank any other condition regarding the provisions of this Agreement relating to the Letters of Credit or any Letter of Credit Obligations, and the result of any event referred to in the preceding clause (i) or (ii) shall be to increase the cost to any Issuing Bank of issuing or maintaining any Letter of Credit, or increase the cost to such Bank of its risk participation in any Letter of Credit (which increase in cost shall be determined by such Issuing Bank’s or such Bank’s reasonable allocation of the aggregate of such cost increases resulting from such event), then, within 10 days of written demand by such Issuing Bank or such Bank (with a copy sent to the Administrative Agent), as the case may be, the Borrower shall pay to the Administrative Agent for the account of such Issuing Bank or Bank, as the case may be, from time to time as specified by such Issuing Bank or such Bank, additional amounts which shall be sufficient to compensate such Issuing Bank or such Bank for such increased cost. Each Issuing Bank and each Bank agrees to use commercially reasonable efforts (consistent with internal policy and legal and regulatory

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restrictions) to designate a different Applicable Lending Office for the booking of its Letters of Credit or risk participations if the making of such designation would avoid the effect of this paragraph and would not, in the reasonable judgment of such Issuing Bank or such Bank, be otherwise disadvantageous to such Issuing Bank or such Bank, as the case may be. A certificate as to such increased cost incurred by such Issuing Bank or such Bank, as the case may be, as a result of any event mentioned in clause (i) or (ii) above, and detailing the calculation of such increased costs submitted by such Issuing Bank or such Bank to the Borrower and the Administrative Agent, shall be conclusive and binding for all purposes, absent manifest error.

(d)Notwithstanding anything to the contrary contained in this Agreement, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreignfinancial regulatory authorities, in each case pursuant to Basel III shall in each case be deemed an introduction or change of the type referred to in this Section 2.09, regardless of the date enacted, adopted or issued or implemented.

Section 2.10Payments and Computations.

(a)Payment Procedures. Except if otherwise set forth herein, the Borrower shall make each payment under this Agreement and under the Notes not later than 12:00 Noon (New York City time) on the day when due in Dollars to the Administrative Agent without setoff, deduction or counterclaim at the location referred to in the Notes (or such other location as the Administrative Agent shall designate in writing to the Borrower) in same day funds. The Administrative Agent will on the same day such payment is deemed received from the Borrower cause to be distributed like funds relating to the payment of principal, interest or fees ratably (other than amounts payable solely to the Administrative Agent, the Issuing Banks, or a specific Bank pursuant to Section 2.03(b), 2.03(c), 2.06(c), 2.08, 2.09, 2.11, 2.12, or 2.13(c) but after taking into account payments effected pursuant to Section 11.04) to the Banks in accordance with each Bank’s Pro Rata Share for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank or any Issuing Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. If and to the extent that the Administrative Agent shall not have so made payment to a Bank on the day required under this Agreement, the Administrative Agent agrees to immediately pay such Bank such payment, together with interest on such amount, for each day from the date such amount was deemed received by the Administrative Agent until the date such amount is paid to such Bank at the Federal Funds Rate for each such day.

(b)Computations. All computations of interest based on Citibank’s base rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of fees and interest based on the LIBOR and the Federal Funds Rate shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day, but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate shall be conclusive and binding for all purposes, absent manifest error.

(c)Non‑Business Day Payments. Whenever any payment shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of LIBOR Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

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(d)Administrative Agent Reliance. Unless the Administrative Agent shall have received written notice from the Borrower prior to the date on which any payment is due to the Banks that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank, together with interest, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate for each such day.

(e)Application of Payments. Unless otherwise specified in Section 2.07 hereof, whenever any payment received by the Administrative Agent under this Agreement is insufficient to pay in full all amounts then due and payable under this Agreement and the Notes, such payment shall be distributed and applied by the Administrative Agent and the Banks in the following order: first, to the payment of fees and expenses due and payable to the Administrative Agent under and in connection with this Agreement or any other Credit Document and the payment of fees and expenses due and payable to each Issuing Bank and each Bank under Section 11.04, ratably among such parties in accordance with the aggregate amount of such payments owed to each such party; second, to the payment of all expenses due and payable under Section 2.11(c), ratably among the Banks in accordance with the aggregate amount of such payments owed to each such Bank; third, to the payment of fees due and payable to each Issuing Bank pursuant to Section 2.03(b); fourth, to the payment of all other fees due and payable under Section 2.03; fifth, to the payment of the interest accrued on all of the Notes and the interest accrued on Letter of Credit Obligations, ratably among the Banks in accordance with their respective Pro Rata Shares; and sixth, to the payment of (i) the principal amount of all of the Notes and all other Letter of Credit Obligations, regardless of whether any such amount is then due and payable and (ii) breakage, termination or other amounts owing in respect of any Swap Contract between the Borrower and any Swap Bank to the extent such Swap Contract is permitted hereunder, ratably among the Banks in accordance with the aggregate amount of such payments owed to each such Bank.

(f)Register. The Administrative Agent shall record in the Register the Commitment and the Advances from time to time of each Bank and each repayment or prepayment in respect to the principal amount of such Advances of each Bank. Any such recordation shall be conclusive and binding on the Borrower and each Bank, absent manifest error; providedhowever, that failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s obligations hereunder in respect of such Advances. The Register shall be available to all Issuing Banks.

Section 2.11Taxes.

(a)No Deduction for Certain Taxes. Any and all payments by or on account of any Obligations of the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including all backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto (collectively, “Taxes”), except as required by applicable law, excluding, (i) in the case of each Bank, each Issuing Bank, and the Administrative Agent, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank, such Issuing Bank, or the Administrative Agent (as the case may be) is organized or any political subdivision of such jurisdiction or by the jurisdiction of such Bank’s Applicable Lending Office or any political subdivision of such jurisdiction and (ii) any U.S. federal withholding tax imposed pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version that is substantively

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comparable and not materially more onerous to comply with), including any current or future implementing Treasury Regulations and administrative pronouncements thereunder (collectively, “FATCA”), and (iii) any withholding tax imposed on amounts payable to or for the account of any Bank Issuing Bank or the Administrative Agent with respect to an applicable interest in an Advance or Commitment pursuant to a law in effect on the date on which such Bank, Issuing Bank or the Administrative Agent acquires such interest in the Advance or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.14) or designates a new Applicable Lending Office, except in each case to the extent that, pursuant to this Section 2.11(a) or Section 2.11(c), amounts with respect to such Taxes were payable either to such Bank’s, Issuing Bank’s or the Administrative Agent’s assignor immediately before such Person became a party hereto or to such Bank or Issuing Bank immediately before it changed its Applicable Lending Office (all such excluded Taxes in respect of payments hereunder or under any Credit Document being referred to as “Excluded Taxes”, and all Taxes other than Other Taxes and Excluded Taxes being referred to as “Indemnified Taxes”). If the Borrower shall be required by law (as determined in the good faith discretion of the Borrower) to deduct any Taxes from or in respect of any sum payable to any Bank, any Issuing Bank, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Bank, such Issuing Bank, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Bank’s, such Issuing Bank’s, or the Administrative Agent’s failure to provide the forms described in paragraph (g) of this Section 2.11 and such Bank, such Issuing Bank, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Legal Requirements.

(b)Other Taxes. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made under, or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, this Agreement, the Notes, or the other Credit Documents (hereinafter referred to as “Other Taxes”).

(c)Indemnification. Subject to the proviso of Section 2.11(a), the Borrower indemnifies each Bank, each Issuing Bank, and the Administrative Agent for the full amount of Indemnified Taxes or Other Taxes imposed on or paid by such Bank, such Issuing Bank, or the Administrative Agent (as the case may be) and any liability (including interest and expenses) arising therefrom or with respect thereto, or required to be withheld or deducted from a payment to such Bank, such Issuing Bank or the Administrative Agent, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by any Bank or Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of any Bank or Issuing Bank, shall be conclusive absent manifest error. Each payment required to be made by the Borrower in respect of this indemnification shall be made to the Administrative Agent for the benefit of any party claiming such indemnification within 30 days from the date the Borrower receives written demand detailing the calculation of such amounts therefor from the Administrative Agent on behalf of itself as Administrative Agent, any Issuing Bank, or any such Bank. If any Bank, the Administrative Agent, or any Issuing Bank receives a refund in respect of any indemnified Taxes or Other Taxes paid by the Borrower under this paragraph (c), such Bank, the Administrative Agent, or such Issuing Bank, as the case may be, shall promptly pay to the Borrower the Borrower’s share of such refund, net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect

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to such refund); provided, however, that the Borrower, upon the request of the Administrative Agent or such Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Bank in the event the Administrative Agent or such Bank is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary herein, in no event will the Administrative Agent or any Bank be required to pay any amount to the Borrower pursuant to this Section 2.11(c) the payment of which would place the Administrative Agent or any Bank in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.11(c) shall not be construed to require the Administrative Agent or any Bank to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

(d)Each Bank and Issuing Bank shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Bank or such Issuing Bank (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Bank’s or such Issuing Bank’s failure to comply with the provisions of Section 2.10(f) relating to the maintenance of a Register and (iii) any Excluded Taxes attributable to such Bank or such Issuing Bank, in each case that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Bank or Issuing Bank by the Administrative Agent shall be conclusive absent manifest error. Each Bank and Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Bank or such Issuing Bank under any Credit Document or otherwise payable by the Administrative Agent to such Bank or such Issuing Bank from any other source against any amount due to the Administrative Agent under this paragraph (d).

(e)Evidence of Tax Payments. The Borrower will pay prior to delinquency all Taxes and Other Taxes payable in respect of any payment. Within 30 days after the date of any payment of Taxes, the Borrower will furnish to the Administrative Agent, at its address referred to in Section 11.02, the original or a certified copy of a receipt evidencing payment of such Taxes or Other Taxes.

(f)Any Bank or Issuing Bank that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Bank or Issuing Bank, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Bank or such Issuing Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.12(g) below) shall not be required if in the applicable Bank’s or Issuing Bank’s reasonable judgment such completion, execution or submission would subject such Bank or such Issuing Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank or such Issuing Bank.

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(g)Foreign Bank Withholding Exemption. Each Bank and each Issuing Bank that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to the Borrower and the Administrative Agent on the date of this Agreement or upon the effectiveness of any Assignment and Acceptance two duly completed copies of the Prescribed Forms, certifying in each case that such Bank is entitled to receive payments under this Agreement and the Notes payable to it, without deduction or withholding of any United States federal income taxes. Each Bank which delivers to the Borrower and the Administrative Agent a Prescribed Form further undertakes to deliver to the Borrower and the Administrative Agent two further copies of a replacement Prescribed Form, on or before the date that any such Prescribed Form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower and the Administrative Agent certifying that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. If an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any delivery required by the preceding sentence would otherwise be required which renders all such forms inapplicable or which would prevent any Bank from duly completing and delivering any such Prescribed Form with respect to it and such Bank advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, such Bank shall not be required to deliver such forms. The Borrower shall withhold tax at the rate and in the manner required by the laws of the United States with respect to payments made to a Bank failing to timely provide the requisite Prescribed Forms. If a payment made to a Bank under any Credit Document would be subject to U.S. federal withholding tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Bank shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for the purposes of this subsection (g), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(h)Without prejudice to the survival of any other agreement of any party hereunder or under any other Credit Document, the agreements and obligations under this Section 2.11 shall survive the resignation or replacement of the Administrative Agent, the assignment of rights by, or the replacement of, a Bank or an Issuing Bank, the termination of the Commitments and the payment in full of principal, interest and all other amounts payable hereunder and under any of the other Credit Documents.

Section 2.12Illegality. (a) If any Bank shall notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful for such Bank or its LIBOR Lending Office to perform its obligations under this Agreement to maintain any LIBOR Advances of such Bank then outstanding hereunder, then, notwithstanding anything herein to the contrary, the Borrower shall, if demanded by such Bank by notice to the Borrower and the Administrative Agent no later than 12:00 Noon (New York City time), (i) if not prohibited by Legal Requirement to maintain such LIBOR Advances for the duration of the Interest Period, on the last day of the Interest Period for each outstanding LIBOR Advance of such Bank or (ii) if prohibited by Legal Requirement to maintain such LIBOR Advances for the duration of the Interest Period, on the second Business Day following its receipt of such notice from such Bank, Convert all LIBOR Advances of such Bank then outstanding to Base Rate Advances, and pay

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accrued interest on the principal amount Converted to the date of such Conversion and amounts, if any, required to be paid pursuant to Section 2.08 as a result of such Conversion being made on such date. Each Bank agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the effect of this paragraph and would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank.

(b)Notwithstanding anything to the contrary contained in this Agreement, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed an introduction or change of the type referred to in this Section 2.12, regardless of the date enacted, adopted or issued.

Section 2.13Letters of Credit.

(a)Issuance. From time to time from the date of this Agreement until three months before the Maturity Date, at the request of the Borrower to an Issuing Bank given not later than 1:00 P.M. (New York City time) on the fifth Business Day prior the date of the proposed issuance of such Letter of Credit, the Issuing Bank shall, on the issuance date proposed in the Borrower’s notice (which shall be a Business Day) and on the terms and conditions hereinafter set forth, issue, increase, decrease, amend, or extend the Expiration Date of Letters of Credit, and the Existing Issuing Bank shall continue any Existing Letters of Credit, for the account of the Borrower (for its own benefit or for the benefit of any of its Subsidiaries); provided that no Existing Letter of Credit shall be renewed by the Existing Issuing Bank but shall be replaced by Citibank as the Issuing Bank upon submission by the Borrower to Citibank of a request for an issuance of a Letter of Credit. Each such notice of issuance of a Letter of Credit shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) face amount of such Letter of Credit, (iii) expiration date of such Letter of Credit, (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit. No Letter of Credit will be issued, increased, or extended (i) if such issuance, increase, or extension would cause (A) the Letter of Credit Exposure attributable to the applicable Issuing Bank to exceed such Issuing Bank’s Letter of Credit Commitment, or (B) the aggregate Letter of Credit Exposure to exceed the lesser of (1) $100,000,000 or (2) an amount equal to (x) the Total Commitments less (y) the aggregate outstanding Advances and Letter of Credit Exposure at such time; (ii) unless such Letter of Credit has an Expiration Date not later than the earlier of (A) one year after the date of issuance thereof (unless the Administrative Agent shall otherwise consent in writing to a later date) and (B) on or prior to the Maturity Date; (iii) unless the face amount of such Letter of Credit is equal to or greater than $100,000 and such Letter of Credit is otherwise in form and substance acceptable to the respective Issuing Bank; (iv) unless such Letter of Credit is a standby letter of credit; (v) unless the Borrower has delivered to the respective Issuing Bank the completed and executed Letter of Credit Documents (other than the Letter of Credit) on such Issuing Bank’s standard form, which shall contain terms no more restrictive than the terms of this Agreement; (vi) unless such Letter of Credit is governed by the International Standby Practices (1998) (“ISP”) or any successor to the ISP; and (vii) unless no Default has occurred and is continuing or would result from the issuance of such Letter of Credit. If the terms of any of the Letter of Credit Documents referred to in the foregoing clause (v) conflicts with the terms of this Agreement, the terms of this Agreement shall control.

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(b)Participations. On the date of the issuance or increase of any Letter of Credit in accordance with provisions of the preceding Section 2.13(a), each Issuing Bank shall be deemed, and with respect to the Existing Letters of Credit, the Existing Issuing Bank shall be deemed upon the date hereof, to have sold to each other Bank and each other Bank shall have been deemed to have purchased from such Issuing Bank a participation in the Letter of Credit Exposure related to the Letters of Credit issued by such Issuing Bank equal to such Bank’s Pro Rata Share at such date and such sale and purchase shall otherwise be in accordance with the terms of this Agreement. Each Issuing Bank shall promptly notify each such participant Bank by telex, telephone, or telecopy of each Letter of Credit of such Issuing Bank issued, increased or decreased, and the actual dollar amount of such Bank’s participation in such Letter of Credit. Each Bank’s obligation to purchase participating interests pursuant to this Section and to reimburse the respective Issuing Bank for such Bank’s Pro Rata Share of any payment under a Letter of Credit by such Issuing Bank not reimbursed in full by the Borrower shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any of the circumstances described in paragraph (d) below, (ii) the occurrence and continuance of a Default, (iii) an adverse change in the financial condition of the Borrower or any Guarantor, or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, except for any such circumstance, happening or event constituting or arising from gross negligence or willful misconduct on the part of such Issuing Bank.

(c)Reimbursement. The Borrower shall pay promptly on demand to each Issuing Bank in respect of each Letter of Credit issued by such Issuing Bank an amount equal to any amount paid by such Issuing Bank under or in respect of such Letter of Credit. In the event any Issuing Bank makes a payment pursuant to a request for draw presented under a Letter of Credit and such payment is not promptly reimbursed by the Borrower upon demand, such Issuing Bank shall give notice of such payment to the Administrative Agent and the Banks, and each Bank shall promptly reimburse such Issuing Bank for such Bank’s Pro Rata Share of such payment, and such reimbursement shall be deemed for all purposes of this Agreement to constitute a Base Rate Advance to the Borrower from such Bank. If such reimbursement is not made by any Bank to any Issuing Bank on the same day on which such Issuing Bank shall have made payment on any such draw, such Bank shall pay interest thereon to such Issuing Bank for each such day from the date such payment should have been made until the date repaid at a rate per annum equal to the Federal Funds Rate for each such day. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Administrative Agent and the Banks to record and otherwise treat each payment under a Letter of Credit not immediately reimbursed by the Borrower as a Borrowing comprised of Base Rate Advances to the Borrower.

(d)Obligations Unconditional. Except to the extent provided in Section 2.13(e), the obligations of the Borrower under this Agreement in respect of each Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, notwithstanding the following circumstances:

(i)any lack of validity or enforceability of any Letter of Credit Documents;

(ii)any amendment or waiver of or any consent to departure from any Letter of Credit Documents;

(iii)the existence of any claim, set‑off, defense or other right which the Borrower or any Bank or any other Person may have at any time against any beneficiary or transferee of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the respective Issuing Bank or any other Person or entity, whether in connection with

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this Agreement, the transactions contemplated in this Agreement or in any Letter of Credit Documents or any unrelated transaction;

(iv)any statement or any other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect to the extent the respective Issuing Bank would not be liable therefor pursuant to the following paragraph (e);

(v)payment by the respective Issuing Bank under such Letter of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit; or

(vi)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

(e)Liability of Issuing Banks. The Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. No Issuing Bank, nor any other Bank, nor any of their respective officers or directors shall be liable or responsible for:

(i)the use which may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith;

(ii)the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged;

(iii)payment by such Issuing Bank against presentation of documents which do not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the relevant Letter of Credit; or

(iv)any other circumstances whatsoever in making or failing to make payment under any Letter of Credit (including such Issuing Bank’s own negligence);

except that the Borrower shall have a claim against such Issuing Bank to the extent of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by (A) such Issuing Bank’s willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply with the terms of such Letter of Credit or (B) such Issuing Bank’s gross negligence in failing to make lawful payment under any Letter of Credit after the presentation to it of a draft and certificate strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, any Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation.

(f)Cash Collateral. (i) In the event that any Letter of Credit remains outstanding on that date three (3) Business Days prior to the Maturity Date and (ii) when required pursuant to Section 8.03(b), then, in either such case, the Borrower shall deposit into the Cash Collateral Account on or prior to such date an amount of cash equal to the outstanding Letter of Credit Exposure as security for the Obligations to the extent the Letter of Credit Obligations are not otherwise paid at such time

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(g)Governing Rules. The Borrower agrees that each Letter of Credit shall be governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (2007 Revision) (the “UCP 600”) or, at an Issuing Bank’s option, such later revision thereof in effect at the time of issuance of the Letter of Credit (as so chosen for the Credit, the “UCP”) or the International Standby Practices 1998, ICC Publication No. 590 or, at an Issuing Bank's option, such later revision thereof in effect at the time of issuance of the Credit (as so chosen for the Letter of Credit, the “ISP”, and each of the UCP and the ISP, an “ICC Rule”). Each Issuing Bank’s privileges, rights and remedies under such ICC Rules shall be in addition to, and not in limitation of, its privileges, rights and remedies expressly provided for herein. The UCP and the ISP (or such later revision of either) shall serve, in the absence of proof to the contrary, as evidence of general banking usage with respect to the subject matter thereof. The Borrower agrees that for matters not addressed by the chosen ICC Rule, the Letter of Credit shall be subject to and governed by the laws of the State of New York and applicable United States Federal laws. If, at the Borrower’s request, the Letter of Credit expressly chooses a state or country law other than New York State law and United States Federal law or is silent with respect to the choice of an ICC Rule or a governing law, no Issuing Bank shall be liable for any payment, cost, expense or loss resulting from any action or inaction taken by such Issuing Bank if such action or inaction is or would be justified under an ICC Rule, New York law, applicable United States Federal law or the law governing the Letter of Credit.

Section 2.14Bank Replacement.

(a)Right to Replace. The Borrower shall have the right to replace any Defaulting Lender and each Bank affected by a condition under Section 2.02(c)(v), 2.09, 2.11, or 2.12 for more than 90 days (each such affected Bank, an “Affected Bank”) in accordance with the procedures in this Section 2.14 and provided that no reduction of the total Commitments occurs as a result thereof. Additionally, in the event that any Bank shall fail to consent to a waiver or amendment to, or a departure from, the provisions of this Agreement which requires the consent of all Lenders and that has been consented to by the Administrative Agent and the Required Lenders for more than 30 days from the date of which the Administrative Agent has solicited such Bank’s consent, such Bank shall be deemed to be an Affected Bank, and the Borrower shall have the right to replace such Affected Bank.

(b)First Right of Refusal; Replacement. (i) Upon the occurrence of any condition permitting the replacement of a Bank, the Administrative Agent in its sole discretion shall have the right to reallocate the amount of the Commitments of the Affected Banks among the non-Affected Banks pro rata in accordance with their respective commitments, including without limitation to Persons which are not already party to this Agreement but which qualify as Eligible Assignees, which election shall be made by written notice within 30 days after the date such condition occurs, provided that any reallocation to any non-Affected Bank shall not be made without the prior written consent of such non-Affected Bank.

(ii)Without limiting the foregoing, the Borrower shall have the right to add additional Banks which are Eligible Assignees to this Agreement to replace the Commitments of any Affected Banks.

(c)Procedure. Any assumptions of Commitments pursuant to this Section 2.14 shall be (i) made by the purchasing Bank or Eligible Assignee and the selling Bank entering into an Assignment and Acceptance and by following the procedures in Section 11.06 for adding a Bank. In connection with the reallocation of the Commitments of any Bank pursuant to the foregoing paragraph (b), each Bank with a reallocated Commitment shall purchase from the Affected Banks at par such Bank’s ratable share of the outstanding Advances of the Affected Banks and assume such Bank’s ratable share of the Affected Banks’ Letter of Credit Exposure.

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(d)Affected Bank’s Assignment and Acceptance. If an Affected Bank being replaced pursuant to this Section 2.14 does not execute and deliver to the Eligible Assignee a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement within a period of time deemed reasonable by the Administrative Agent after the date on which the Eligible Assignee executes and delivers such Assignment and Acceptance and/or such other related documentation contemplated by this Section 2.14, then such Affected Bank shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Affected Bank.

Section 2.15Sharing of Payments, Etc. If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set‑off or otherwise) on account of its Advances or its share of Letter of Credit Obligations in excess of its Pro Rata Share of payments on account of the Advances or Letter of Credit Obligations obtained by all the Banks, such Bank shall notify the Administrative Agent and forthwith purchase from the other Banks such participations in the Advances made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Bank to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Bank, such purchase from each Bank shall be rescinded and such Bank shall repay to the purchasing Bank the purchase price to the extent of such Bank’s ratable share (according to the proportion of (a) the amount of the participation sold by such Bank to the purchasing Bank as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Bank’s ratable share (according to the proportion of (a) the amount of such Bank’s required repayment to the purchasing Bank to (b) the total amount of all such required repayments to the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 2.15 may, to the fullest extent permitted by Legal Requirement, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set‑off) with respect to such participation as fully as if such Bank were the direct creditor of the Borrower in the amount of such participation.

Section 2.16Defaulting Lenders. (a) If a Bank becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, if any Letter of Credit is at the time outstanding, any Issuing Bank may (except, in the case of a Defaulting Lender, to the extent the Commitments have been fully reallocated pursuant to Section 2.16(b)), by notice to the Borrower and such Defaulting Lender or Potential Defaulting Lender through the Administrative Agent, require the Borrower to Cash Collateralize the obligations of the Borrower to such Issuing Bank in respect of such Letter of Credit in amount at least equal to 100% of the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or such Potential Defaulting Lender to be applied pro rata in respect thereof, or to make other arrangements satisfactory to the Administrative Agent and to such Issuing Bank, in their sole discretion, to protect them against the risk of non‑payment by such Defaulting Lender or Potential Defaulting Lender.

(b)If a Bank becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Letter of Credit Exposure of such Defaulting Lender:

(i)the Letter of Credit Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Bank becomes a Defaulting Lender) among the Non‑Defaulting Lenders pro rata in accordance with their respective Commitments; provided that (a) the conditions set forth in Section 3.02 are satisfied at

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the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), (b) the sum of each Non‑Defaulting Lender’s aggregate amount of all outstanding Advances and total Letter of Credit Exposure may not in any event exceed the Commitment of such Non‑Defaulting Lender as in effect at the time of such reallocation and (c) neither such reallocation nor any payment by a Non‑Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank or any other Bank may have against such Defaulting Lender or cause such Defaulting Lender to be a Non‑Defaulting Lender;

(ii)to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s Letter of Credit Exposure cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than three (3) Business Days after demand by the Administrative Agent (at the direction of any Issuing Bank), (a) Cash Collateralize the obligations of the Borrower to such Issuing Bank in respect of such Letter of Credit Exposure in an amount at least equal to the aggregate amount of the unreallocated portion of such Letter of Credit Exposure, or (b) make other arrangements satisfactory to the Administrative Agent, and to such Issuing Bank, as the case may be, in their sole discretion to protect them against the risk of non‑payment by such Defaulting Lender; and

(iii)any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non‑interest bearing account until (subject to Section 2.16(f)) the termination of the Commitments and payment in full of all Obligations of the Borrower and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to the Issuing Banks (prorata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post‑default interest and then current interest due and payable to the Banks hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non‑Defaulting Lenders and Potential Defaulting Lenders hereunder,ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed Letters of Credit then due and payable to the Non‑Defaulting Lenders and Potential Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the payment of any amounts owing to the Banks in accordance with Section 2.10(e) until such time as the outstanding Letter of Credit Exposure is held ratably among the Banks in accordance with their respective Pro Rata Shares, seventh as the Borrower may request, to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, provided that no Default or Event of Default then exists, eighth if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Advances under this Agreement, ninth, so long as no Default or Event of Default then exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by such against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and tenth after the termination of the Commitments and payment

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in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

(c)In furtherance of the foregoing, if any Bank becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, each Issuing Bank is hereby authorized by the Borrower (which authorization is irrevocable and coupled with an interest) to give, in its discretion, through the Administrative Agent, Notices of Borrowing pursuant to Section 2.02 in such amounts and in such times as may be required to (i) reimburse an Advance in respect of an outstanding Letter of Credit, and/or (ii) Cash Collateralize the obligations of the Borrower in respect of outstanding Letters of Credit in an amount at least equal to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit.

(d)Anything herein to the contrary notwithstanding, if at any time the Required Lenders determine that the Person serving as Administrative Agent is (without taking into account any provision in the definition of “Defaulting Lender” requiring notice from the Administrative Agent or any other party) a Defaulting Lender pursuant to clause (iv) of the definition thereof, the Required Lenders (determined after giving effect to Section 11.01) may by notice to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a replacement Administrative Agent hereunder. Such removal will, to the fullest extent permitted by applicable law, be effective on the earlier of (i) the date a replacement Administrative Agent is appointed and (ii) the date thirty (30) days after the giving of such notice by the Required Lenders (regardless of whether a replacement Administrative Agent has been appointed).

(e)The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than ten (10) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Banks thereof), and in such event the provisions of Section 2.16(b)(iii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank or any Bank may have against such Defaulting Lender.

(f)If the Borrower, the Administrative Agent and the Issuing Banks agree in writing, in their discretion, that a Bank is no longer a Defaulting Lender or a Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.16(b)), such Bank will, to the extent applicable, purchase at par such portion of outstanding Advances of the other Banks and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the aggregate amount of all outstanding Advances and the Letter of Credit Exposure of the Banks to be on a pro rata basis in accordance with their respective Commitments, whereupon such Bank will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non‑Defaulting Lender (and such exposure of each Bank will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Bank was a Defaulting Lender; and providedfurther that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non‑Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Lender or Potential Defaulting Lender.

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(g)So long as any Bank is a Defaulting Lender, such Bank or an Affiliate of such Bank shall not be a Swap Bank with respect to any Swap Contract entered into while such Bank was a Defaulting Lender.

(h)So long as any Bank is a Defaulting Lender or a Potential Defaulting Lender, no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it is protected against the risk of non‑payment by such Defaulting Lender or Potential Defaulting Lender.

Section 2.17Reallocation of Bank Pro Rata Shares. The Advances made under the Existing Agreement shall be deemed to be made under this Agreement on the date hereof, without executing any other documentation, and all such Advances currently outstanding shall be reallocated among the Banks as follows:

(a) On the Effective Date, each Bank that will have a greater Pro Rata Share of the Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Agreement) of the Facility (under and as defined in the Existing Agreement) immediately prior to the Effective Date (each, a “Purchasing Bank”), without executing an Assignment and Acceptance, shall be deemed to have purchased assignments pro rata from each Bank that will have a smaller Pro Rata Share of the Facility upon the Effective Date than its Pro Rata Share (under and as defined in the Existing Agreement) of the Facility (under and as defined in the Existing Agreement) immediately prior to the Effective Date (each, a “Selling Bank”) in all such Selling Bank’s rights and obligations under this Agreement and the other Credit Documents as a Bank with respect to the Facility (collectively, the “Assigned Rights and Obligations”) so that, after giving effect to such assignments, each Bank shall have its respective Commitment as set forth in Schedule 1.01(a) and a corresponding Pro Rata Share of all Advances then outstanding under the Facility. Each such purchase hereunder shall be at par for a purchase price equal to the principal amount of the loans and without recourse, representation or warranty, except that each Selling Bank shall be deemed to represent and warrant to each Purchasing Bank that the Assigned Rights and Obligations of such Selling Bank are not subject to any Liens created by that Selling Bank.

(b)The Administrative Agent shall calculate the net amount to be paid or received by each Bank in connection with the assignments effected hereunder on the Effective Date. Each Bank required to make a payment pursuant to this Section shall make the net amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 1:00 P.M. (Eastern Standard time) on the Effective Date. The Administrative Agent shall distribute on the Effective Date the proceeds of such amounts to the Banks entitled to receive payments pursuant to this Section, pro rata in proportion to the amount each such Bank is entitled to receive at the primary address set forth in Schedule 1.01(a) or at such other address as such Bank may request in writing to the Administrative Agent.

ARTICLE III

CONDITIONS OF LENDING

Section 3.01Conditions Precedent to Initial Advance. The obligation of each Bank to make its initial Advance under this Agreement as part of the initial Borrowing under this Agreement and of the Existing Issuing Bank to continue the Existing Letters of Credit under this Agreement are subject to the following conditions precedent:

(a)Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Guarantors and the Banks, and the following duly executed by

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all the parties thereto, in form and substance satisfactory to the Administrative Agent, and, with respect to this Agreement, the Notes, all Guaranties and the Environmental Indemnity, in sufficient copies for each Bank (except for each Note, as to which one original of each shall be sufficient):

(i)a Note duly executed by the Borrower and payable to the order of each Bank that has requested the same, all Guaranties, and the Environmental Indemnity;

(ii)a certificate from the Chief Executive Officer, President or Chief Financial Officer of the Parent on behalf of the Borrower dated as of the Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects); (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the Borrower’s knowledge there are no claims, defenses, counterclaims or offsets by the Borrower, the Parent and any of their Subsidiaries against the Banks under the Credit Documents;

(iii)a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower, each Guarantor, each Subsidiary of the Parent and each general partner or managing member (if any) of each of the foregoing, dated as of the Closing Date certifying as of the Closing Date to the extent applicable (A) the names and true signatures of officers or authorized representatives of the general partner of such Person authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the general partner of such Person approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the organizational documents of the general partner of such Person, (D) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Person, and (E) a true and correct copy of all partnership or other organizational authorizations necessary or desirable in connection with the transactions herein contemplated;

(iv)a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the Closing Date certifying as of the Closing Date (A) resolutions of the Board of Directors or the members of the general partner of such Person approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower;

(v)a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Parent, the Borrower and each Guarantor, dated reasonably near (but prior to) the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Person, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate

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of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Person on file in such Secretary’s office, (2) such Person has paid all franchise taxes to the date of such certificate and (C) such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation;

(vi)A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent, the Borrower and each Guarantor owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate;

(vii)(A) one or more favorable written opinions of DeCampo, Diamond and Ash, Hagan & Vidovic, LLP and Hunton & Williams LLP, each special counsel for the Borrower, the Parent, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve;

(viii)in the event the initial Advance is a LIBOR Advance made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower and dated as of the date of the related Notice of Borrowing in form and substance satisfactory to the Administrative Agent;

(ix)any information or materials reasonably required by the Administrative Agent or any Bank in order to assist the Administrative Agent or such Bank in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations;

(x)a Compliance Certificate duly executed by a Responsible Officer of the Parent, dated the Closing Date or, if later, the date of the initial Advance, in each case confirming that the Parent is in compliance with the covenants contained in Article VII on such date (including after giving effect to the initial Advance, if any, made on such date);

(xi)(i) Evidence as to whether each Hotel Property encumbered by an New York Mortgage is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”)     pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent and held by the Administrative Agent on behalf of the Banks, and (ii) if such property is a Flood Hazard Property, (A) evidence as to whether the community in which such property is located is participating in the National Flood Insurance Program, (B) the Borrower’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance

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has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Banks; and

(xii)such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent may reasonably request.

(b)Representations and Warranties. The representations and warranties contained in Article IV hereof, the Guaranties, and the Environmental Indemnity shall be true and correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects).

(c)Certain Payments. The Borrower shall have paid the fees required to be paid as of the execution of this Credit Agreement pursuant to the Fee Letter.

(d)[Intentionally Omitted].

(e)Other. The Administrative Agent shall have received such other approvals, opinions or documents deemed necessary or desirable by any Bank or the Administrative Agent as such party may reasonably request.

Section 3.02Conditions Precedent for each Borrowing or Letter of Credit. The obligation of each Bank to fund an Advance on the occasion of each Borrowing (other than the Conversion or continuation of any existing Borrowing) and of any Issuing Bank to issue or increase or extend any Letter of Credit shall be subject to the further conditions precedent that on the date of such Borrowing or the issuance or increase or extension of such Letter of Credit:

(a)the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing or the issuance or increase or extension of such Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or the issuance or increase or extension of such Letter of Credit such statements are true):

(i)the representations and warranties contained in Article IV hereof, the Guaranties, and the Environmental Indemnity are correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects) as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement on and as of the date of such Borrowing or the issuance or increase or extension of such Letter of Credit, before and after giving effect to such Borrowing or to the issuance or increase or extension of such Letter of Credit and to the application of the proceeds from such Borrowing, as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; and

(ii)no Default has occurred and is continuing or would result from such Borrowing or from the application of the proceeds therefrom;

(b)the Borrower shall have executed and delivered to the Administrative Agent a Notice of Borrowing in accordance with Section 2.02; and

(c)the Administrative Agent shall have received such other approvals, opinions or documents deemed necessary or desirable by any Bank or the Administrative Agent as such party may

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reasonably request in order to confirm (i) the accuracy of the Borrower’s and any Guarantor’s representations and warranties contained in the Credit Documents, (ii) the Borrower’s and any Guarantor’s timely compliance with the terms, covenants and agreements set forth in the Credit Documents, (iii) the absence of any Default and (iv) the rights and remedies of the Administrative Agent or any Bank or the ability of the Borrower to perform any of the Obligations.

In addition to the other conditions precedent herein set forth, if any Bank becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, no Issuing Bank will be required to issue any Letter of Credit or to amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, unless such Issuing Bank is satisfied that any exposure that would result therefrom is fully covered or eliminated by any combination satisfactory to such Issuing Bank of the following:

(x)    in the case of a Defaulting Lender, the Letter of Credit Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit, to the Non‑Defaulting Lenders as provided in clause (i) of Section 2.16(b);

(y)    in the case of a Defaulting Lender or a Potential Defaulting Lender, without limiting the provisions of Section 2.16(a), the Borrower Cash Collateralizes the obligations of the Borrower in respect of such Letter of Credit in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit, or makes other arrangements satisfactory to the Administrative Agent and such Issuing Bank in their sole discretion to protect them against the risk of non‑payment by such Defaulting Lender or Potential Defaulting Lender; and

(z)    in the case of a Defaulting Lender or a Potential Defaulting Lender, then in the case of a proposed issuance of a Letter of Credit by an instrument or instruments in form and substance satisfactory to the Administrative Agent and to such Issuing Bank, the Borrower agrees that the face amount of such requested Letter of Credit will be reduced by an amount equal to the unreallocated, non‑Cash Collateralized portion thereof as to which such Defaulting Lender or Potential Defaulting Lender would otherwise be liable, in which case the obligations of the Non‑Defaulting Lenders in respect of such Letter of Credit will, subject to the first proviso below, be on a pro rata basis in accordance with the Commitments of the Non‑Defaulting Lenders, and the pro rata payment provisions of Section 2.10(e) will be deemed adjusted to reflect this provision;

provided that (1) the sum of each Non‑Defaulting Lender’s aggregate amount of all outstanding Advances and total Letter of Credit Exposure may not in any event exceed the Commitment of such Non‑Defaulting Lender, and (2) neither any such reallocation nor any payment by a Non‑Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank or any other Bank may have against such Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be a Non‑Defaulting Lender.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants as follows:

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Section 4.01Existence; Qualification; Partners; Subsidiaries. (a) The Borrower is a limited partnership duly organized, validly existing, and in good standing under the laws of Delaware and in good standing and qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification, except where the failure to so qualify would not cause a Material Adverse Change.

(b)The Parent is a real estate investment trust duly organized, validly existing, and in good standing under the laws of Maryland and in good standing and qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification, except where the failure to so qualify would not cause a Material Adverse Change with respect to the Parent. The Parent has no first tier Subsidiaries except for (i) the Borrower, (ii) Subsidiaries the sole assets of which are direct or indirect partnership interests in the Borrower, (iii) members of Permitted Other Subsidiaries, (iv) LHO Hollywood Financing, Inc. (QRS), a Delaware corporation, and (v) LHO New Orleans Financing, Inc., a Delaware corporation.

(c)The Parent is the Borrower’s sole general partner with full power and authority to bind the Borrower to the Credit Documents.

(d)The Parent owns a 1% general partner interest in and at least 70% of the limited partnership interest in the Borrower.

(e)Each Subsidiary of the Borrower is a limited partnership, general partnership, limited liability company or corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and in good standing and qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on such Subsidiary. The Borrower has no Subsidiaries on the date of this Agreement other than the Subsidiaries listed on the attached Schedule 4.01, and Schedule 4.01 lists the jurisdiction of formation and the address of the principal office of each such Subsidiary existing on the date of this Agreement. As of the date of this Agreement, the Borrower and/or the Parent owns, directly or indirectly, at least 99% of the interests in each such Subsidiary.

(f)As of the date of this Agreement, neither the Borrower, nor the Parent, nor any of the Subsidiaries own directly or indirectly (i) such a percentage of the beneficial ownership interest in any participating lessee for a Hotel Property or (ii) such an Investment in the Personal Property for any Hotel Property as would, in each case, cause a potential Event of Default under Section 8.01(m).

Section 4.02Partnership and Corporate Power. The execution, delivery, and performance by the Borrower, the Parent, and each Guarantor of the Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) are within such Persons’ trust, partnership, limited liability company and corporate powers, as applicable, (b) have been duly authorized by all necessary trust, corporate, limited liability company and partnership action, as applicable, (c) do not contravene (i)  such Person’s declaration of trust, certificate or articles, as the case may be, of incorporation or by‑laws, operating agreement or partnership agreement, as applicable, or (ii) any law or any contractual restriction binding on or affecting any such Person, the contravention of which could reasonably be expected to cause a Material Adverse Change, and (d) will not result in or require the creation or imposition of any Lien prohibited by this Agreement. At the time of each Borrowing, such Borrowing and the use of the proceeds of such Borrowing will be within the Borrower’s partnership powers, will have been duly authorized by all necessary partnership action, (a) will not contravene (i) the Borrower’s partnership agreement or (ii) any law or any contractual restriction binding on or affecting the Borrower, the contravention of which

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could reasonably be expected to cause a Material Adverse Change, and (b) will not result in or require the creation or imposition of any Lien prohibited by this Agreement.

Section 4.03Authorization and Approvals. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

Section 4.04Enforceable Obligations. This Agreement, the Notes, and the other Credit Documents to which the Borrower is a party have been duly executed and delivered by the Borrower; this Agreement, each Guaranty and the other Credit Documents to which each Guarantor and the Parent is a party have been duly executed and delivered by such Guarantor and the Parent, and the Environmental Indemnity has been duly executed and delivered by the parties thereto. Each Credit Document is the legal, valid, and binding obligation of the Borrower, the Parent, and each Guarantor which is a party to it enforceable against the Borrower, the Parent, and each such Guarantor in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally and by general principles of equity (whether considered in proceeding at law or in equity).

Section 4.05Parent Stock. As of December 15, 2013October 22, 2015, the entire authorized capital stock of the Parent consists of (a) 200,000,000 shares of Parent Common Stock of which 103,963,318112,929,159 shares of Parent Common Stock are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date, and (b) 40,000,000 preferred shares of beneficial interest, $0.01 par value per share, of which, 9,498,8887,150,000 shares in the aggregate of Series G, SeriesH and Series I of such preferred shares of beneficial interest are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date and such preferred shares of beneficial interest provide no rights to any holder thereof that may cause a violation of Section 6.04(f).  The issuance and sale of such Parent Common Stock and such preferred shares of beneficial interest of the Parent either (i) has been registered under applicable federal and state securities laws or (ii) was issued pursuant to an exemption therefrom.  The Parent meets the requirements for taxation as a REIT under the Code.

Section 4.06Financial Statements. The Consolidated balance sheet of the Parent and its Subsidiaries, and the related Consolidated statements of operations, shareholders’ equity and cash flows, of the Parent and its Subsidiaries contained in the most recent financial statements delivered to the Banks, fairly present the financial condition in all material respects and reflects the Indebtedness of the Parent and its Subsidiaries as of the respective dates of such statements and the results of the operations of the Existing Properties for the periods indicated, and such balance sheet and statements were prepared in accordance with GAAP, subject to year-end adjustments. Since December 31, 2012, neither a Material Adverse Change, nor any material adverse change to the prospects or the Property of the Parent or the Borrower has occurred.

Section 4.07True and Complete Disclosure. No representation, warranty, or other statement made by the Borrower (or on behalf of the Borrower) in this Agreement or any other Credit Document contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made as of the date of this Agreement. There is no fact known to the Borrower or the Parent on the date of this Agreement that has not been disclosed to the Administrative Agent which could reasonably be expected to cause a

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Material Adverse Change. All projections, estimates, and pro forma financial information furnished by the Borrower and the Parent or on behalf of the Borrower or the Parent were prepared on the basis of assumptions, data, information, tests, or conditions believed to be reasonable at the time such projections, estimates, and pro forma financial information were furnished. No representation, warranty or other statement made in any filing required by the Exchange Act contains any untrue statement of material fact or omits to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made as of the date same were made. Borrower and/or Parent have made all filings required by the Exchange Act.

Section 4.08Litigation. Except as set forth in the attached Schedule 4.08 and except with respect to any other actions or proceedings that, individually or in the aggregate, could not reasonably be expected to cause a Material Adverse Change, as of the date of this Agreement there is no pending or, to the best knowledge of the Borrower, threatened action or proceeding affecting the Borrower, the Parent, any participating lessee for a Hotel Property or any of their respective Subsidiaries before any court, Governmental Authority or arbitrator.

Section 4.09Use of Proceeds.

(a)Advances. The Letters of Credit and the proceeds of the Advances will be used by the Borrower (i) to refinance and repay existing Indebtedness, (ii) to make investments permitted pursuant to the provisions of Section 6.07, (iii) to finance the renovation, repair, restoration and expansion of Hotel Properties, Capital Expenditures and expenditures for FF&E for any Hotel Properties in accordance with the provisions of Section 5.06 and as permitted pursuant to the provisions of Sections 6.07 and 6.13, (iv) for general corporate purposes of the Borrower and its Subsidiaries, and (v) for costs incurred in connection with this Agreement and any Capitalization Event done in compliance with this Agreement.

(b)Regulations. No Letters of Credit and proceeds of Advances will be used to purchase or carry any margin stock in violation of Regulations T, U or X of the Federal Reserve Board, as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board).

Section 4.10Investment Company Act. Neither the Borrower, the Parent nor any of their respective Subsidiaries is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 4.11Taxes. All federal, state, local and foreign tax returns, reports and statements required to be filed (after giving effect to any extension granted in the time for filing) by the Parent, the Borrower, their respective Subsidiaries, or any member of a Controlled Group have been filed with the appropriate governmental agencies in all jurisdictions in which such returns, reports and statements are required to be filed, and where the failure to file could reasonably be expected to cause a Material Adverse Change, except where contested in good faith and by appropriate proceedings; and all taxes and other impositions due and payable (which are material in amount) have been timely paid prior to the date on which any fine, penalty, interest, late charge or loss (which are material in amount) may be added thereto for non‑payment thereof except where contested in good faith and by appropriate proceedings. As of the date of this Agreement, neither the Parent, the Borrower nor any member of a Controlled Group has given, or been requested to give, a waiver of the statute of limitations relating to the payment of any federal, state, local or foreign taxes or other impositions. None of the Property owned by the Parent, the Borrower or any other member of a Controlled Group is Property which the Parent, the Borrower or any member of a Controlled

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Group is required to be treated as being owned by any other Person pursuant to the provisions of Section 168(f)(8) of the Code. Proper and accurate amounts have been withheld by the Borrower and all members of each Controlled Group from their employees for all periods to comply in all material respects with the tax, social security and unemployment withholding provisions of applicable federal, state, local and foreign law. Timely payment of all material sales and use taxes required by applicable law have been made by the Parent, the Borrower and all other members of each Controlled Group, the failure to timely pay of which could reasonably be expected to cause a Material Adverse Change. The amounts shown on all tax returns to be due and payable have been paid in full or adequate provision therefor is included on the books of the appropriate member of the applicable Controlled Group.

Section 4.12Pension Plans. All Plans are in compliance in all material respects with all applicable provisions of ERISA. No Termination Event has occurred with respect to any Plan, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred and there has been no excise tax imposed under Section 4971 of the Code. No Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in all material respects with applicable provisions of ERISA and the Code. Neither the Parent, the Borrower, nor any member of a Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any material withdrawal liability. As of the most recent valuation date applicable thereto, neither the Parent, the Borrower nor any member of a Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization.

Section 4.13Condition of Hotel Property; Casualties; Condemnation. Except as disclosed in writing to the Administrative Agent, and except for such items as the Borrower or a Subsidiary is or will be addressing consistent with sound business practices and has sufficient funds to address, each Existing Property and any Future Property (a) is and will continue to be in good repair, working order and condition, normal wear and tear excepted, (b) is free of structural defects, (c) is not subject to material deferred maintenance and (d) has and will have all building systems contained therein and all other FF&E in good repair, working order and condition, normal wear and tear excepted. None of the Properties of the Borrower or of any of its Subsidiaries has been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. No condemnation or other like proceedings that has had, or could reasonably be expected to result in, a Material Adverse Change, are pending and served nor, to the knowledge of the Borrower, threatened against any Property in any manner whatsoever. No casualty has occurred to any Property that could reasonably be expected to have a Material Adverse Change.

Section 4.14Insurance. The Borrower and each of its Subsidiaries carry, or are the beneficiaries under, the insurance required pursuant to the provisions of Section 5.07.

Section 4.15No Burdensome Restrictions; No Defaults. (a) Except in connection with Indebtedness which is (i) either permitted pursuant to the provisions of Section 6.02, or (ii) being repaid with the proceeds of the initial Borrowing, neither the Parent, the Borrower nor any of their respective Subsidiaries is a party to any indenture, loan or credit agreement. Neither the Borrower, the Parent nor any of their respective Subsidiaries is a party to any agreement or instrument or subject to any charter or corporate restriction or provision of applicable law or governmental regulation which could reasonably be expected to cause a Material Adverse Change. Neither the Borrower, the Parent nor any of their Subsidiaries is in default under or has received any notice of default with respect to (i) any contract, agreement, lease or other

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instrument or (ii) any Qualified Ground Lease, franchise agreement or management agreement which default could reasonably be expected to cause a Material Adverse Change.

(b)No Default or Event of Default has occurred and is continuing.

Section 4.16Environmental Condition. (a) Except as disclosed in writing to the Administrative Agent, to the knowledge of the Borrower, the Borrower and its Subsidiaries (i) have obtained all Environmental Permits material for the ownership and operation of their respective Properties and the conduct of their respective businesses; (ii) have been and are in material compliance with all terms and conditions of such Environmental Permits and with all other requirements of applicable Environmental Laws; (iii) have not received notice of any violation or alleged violation of any Environmental Law or Environmental Permit; and (iv) are not subject to any actual or contingent Environmental Claim.

(b)Except as disclosed in writing to the Administrative Agent, to the knowledge of Borrower, none of the present or previously owned or operated Property of the Borrower or of any of its present or former Subsidiaries, wherever located, (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws which could reasonably be expected to cause a Material Adverse Change; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by the Borrower or any of its Subsidiaries, wherever located; (iii) has been the site of any Release, use or storage of Hazardous Substances or Hazardous Wastes from present or past operations except for Permitted Hazardous Substances, which Permitted Hazardous Substances have not caused at the site or at any third‑party site any condition that has resulted in or could reasonably be expected to result in the need for Response or (iv) none of the Improvements are constructed on land designated by any Governmental Authority having land use jurisdiction as wetlands.

Section 4.17Legal Requirements, Zoning, Utilities, Access. Except as set forth on Schedule 4.17 attached hereto, the use and operation of each Hotel Property as a commercial hotel with related uses constitutes a legal use under applicable zoning regulations (as the same may be modified by special use permits or the granting of variances) and complies in all material respects with all Legal Requirements, and does not violate in any material respect any material approvals, material restrictions of record or any material agreement affecting any Hotel Property (or any portion thereof). The Borrower and its Subsidiaries possess all certificates of public convenience, authorizations, permits, licenses, patents, patent rights or licenses, trademarks, trademark rights, trade names rights and copyrights (collectively “Permits”) required by Governmental Authority to own and operate the Hotel Properties, except for those Permits if not obtained would not cause a Material Adverse Change. The Borrower and its Subsidiaries own and operate their business in material compliance with all applicable Legal Requirements. To the extent necessary for the full utilization of each Hotel Property in accordance with its current use, telephone services, gas, steam, electric power, storm sewers, sanitary sewers and water facilities and all other utility services are available to each Hotel Property, are adequate to serve each such Hotel Property, exist at the boundaries of the Land and are not subject to any conditions, other than normal charges to the utility supplier, which would limit the use of such utilities. All streets and easements necessary for the occupancy and operation of each Hotel Property are available to the boundaries of the Land.

Section 4.18Existing Indebtedness. Except for the Obligations, the only Indebtedness of the Borrower, the Parent or any of their respective Subsidiaries existing as of the Closing Date is the Secured Non‑Recourse Indebtedness, Secured Recourse Indebtedness and other Indebtedness set forth on Schedule

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4.18 attached hereto and certain other Indebtedness incurred in the ordinary course of business not to exceed $50,000. No “default” or “event of default”, however defined, has occurred and is continuing under any such Indebtedness (or with respect to the giving of this representation after the date of this Agreement, as otherwise disclosed to the Administrative Agent in writing after the date of this Agreement and prior to the date such representation is deemed given).

Section 4.19Title; Encumbrances. With respect to the Existing Properties, the Borrower or any Material Subsidiary, as the case may be, has (i) good and marketable fee simple title to the Real Property (other than for Real Property subject to a ground lease, as to which it has a valid leasehold interest) and (ii) good and marketable title to the Personal Property (other than Personal Property for any Hotel Property for which the Property Owner has a valid leasehold interest) free and clear of all Liens, and there exists no Liens or other charges against such Property or leasehold interest or any of the real or personal, tangible or intangible, Property of the Borrower or any Material Subsidiary (including without limitation statutory and other Liens of mechanics, workers, contractors, subcontractors, suppliers, taxing authorities and others; provided that certain Capital Expenditures have been made to the Hotel Properties prior to the Effective Date for which the payment is not past due), except (A) Permitted Encumbrances and (B) the Personal Property (plus any replacements thereof) owned by the participating lessee for such Existing Property.

Section 4.20Leasing Arrangements. Except for (i) those Operating Leases between a Property Owner and LaSalle Leasing or a wholly-owned Subsidiary of LaSalle Leasing and (ii) the Approved Third Party Operating Leases, the only material leases of Unencumbered Properties for which either the Borrower or a Material Subsidiary is a lessee are the Qualified Ground Leases. The Property Owner for a Real Property subject to a Qualified Ground Lease is the lessee under such Qualified Ground Lease and no consent is necessary to such Person being the lessee under such Qualified Ground Lease which has not already been obtained. The Qualified Ground Leases are in full force and effect and no defaults exist thereunder. As of the Closing Date, each ground lease or ground sublease listed on Schedule 1.01(d) meets the qualifications of a “Qualified Ground Lease” under the definition thereof.

Section 4.21Unencumbered Properties. The Borrower represents to the Banks and the Administrative Agent that the Unencumbered Properties as of the date of this Agreement are identified as such on Schedule 1.01(b) attached hereto.

Section 4.22OFAC. None of the Parent, the Borrower, any Guarantor, any Material Subsidiary, any of their respective Subsidiaries or, to their knowledge, any director, officer, employee, agent or Affiliate thereof, is, or is owned or controlled by Persons that are (A) currently subject to any sanctions administered or enforced by the United States government (including, without limitation, OFAC) (“Sanctions”)or (B) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions; and the Borrower will not directly or indirectly use the Letters of Credit and the proceeds of the Advances or otherwise make available such proceeds to any person, for the purpose of financing the activities of any person currently subject to any Sanctions or in any manner that will result in a violation of Sanctions or any Anti-Corruption Laws applicable to any party hereto. In addition, the Borrower hereby agrees to provide to the Banks any additional information that a Bank deems reasonably necessary from time to time in order to ensure compliance with all applicable Sanctions and Anti-Corruption Laws.

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ARTICLE V

AFFIRMATIVE COVENANTS

So long as any Note or any amount under any Credit Document shall remain unpaid, any Letter of Credit shall remain outstanding, or any Bank shall have any Commitment hereunder, unless the Administrative Agent shall otherwise consent in writing (subject to the provisions of Section 11.01), the Borrower agrees to comply with the following covenants.

Section 5.01Compliance with Laws, Etc. The Borrower will comply, and cause each of its Subsidiaries and the Parent to comply, in all material respects with all Legal Requirements.

Section 5.02Preservation of Existence, Separateness, Etc. (a) The Borrower will (i) preserve and maintain, and cause each of its Subsidiaries and the Parent to preserve and maintain, its partnership, limited liability company, corporate or trust (as applicable) existence, rights, franchises and privileges in the jurisdiction of its formation, and (ii) qualify and remain qualified, and cause each such Subsidiary and the Parent to qualify and remain qualified, as a foreign partnership, limited liability company, corporation or trust, as applicable, in each jurisdiction in which qualification is necessary or desirable in view of its business and operations or the ownership of its properties, and, in each case, where failure to qualify or preserve and maintain its rights and franchises could reasonably be expected to cause a Material Adverse Change.

(b)(i)  The Parent Common Stock shall at all times be duly listed on the New York Stock Exchange, Inc. or another nationally recognized stock exchange and (ii) the Parent shall timely file all reports required to be filed by it with the New York Stock Exchange, Inc. and the Securities and Exchange Commission or such other nationally recognized stock exchange, as applicable.

(c)The Borrower shall cause the Permitted Other Subsidiaries which have Indebtedness and own a Hotel Property to, (i) maintain financial statements, payroll records, accounting records and other corporate records and other documents separate from each other and any other Person, (ii) maintain its own bank accounts in its own name, separate from each other and any other Person, (iii) pay its own expenses and other liabilities from its own assets and incur (or endeavor to incur) obligations to other Persons based solely upon its own assets and creditworthiness and not upon the creditworthiness of each other or any other Person, and (iv) file its own tax returns or, if part of a consolidated group, join in the consolidated tax return of such group as a separate member thereof. The Borrower shall use reasonable efforts to correct any known misunderstanding or misrepresentation regarding the independence of the Permitted Other Subsidiaries from the Borrower and the Borrower’s other Subsidiaries.

(d)The Borrower shall, and shall cause the Permitted Other Subsidiaries which have Indebtedness and own a Hotel Property to, take all actions necessary to keep such Permitted Other Subsidiaries separate from the Borrower and the Borrower’s other Subsidiaries, including, without limitation, (i) the taking of action under the direction of the Board of Directors, members or partners, as applicable, of such Permitted Other Subsidiaries and, if so required by the Certificate of Incorporation or the bylaws, operating agreement or partnership agreement, as applicable, of such Permitted Other Subsidiaries or by any Legal Requirement, the approval or consent of the stockholders, members or partners, as applicable, of such Permitted Other Subsidiaries, (ii) the preparation of corporate, partnership or limited liability company minutes for or other appropriate evidence of each significant transaction engaged in by such Permitted Other Subsidiaries, (iii) the observance of separate approval procedures for the adoption of resolutions by the Board of Directors or consents by the partners, as applicable, of such Permitted Other Subsidiaries, on the one hand, and of the Borrower and the Borrower’s other Subsidiaries, on the other hand, (iv) the holding of the annual

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stockholders meeting, if applicable, of such Permitted Other Subsidiaries, which are corporations on a date other than the date of the annual stockholders’ meeting of the Parent, and (v) preventing the cash, cash equivalents, credit card receipts or other revenues of the Hotel Properties owned by such Permitted Other Subsidiaries or any other assets of such Permitted Other Subsidiaries from being commingled with the cash, cash equivalents, credit card receipts or other revenues collected by the Borrower or the Borrower’s other Subsidiaries, provided that the foregoing shall not prohibit a Permitted Other Subsidiary from making dividend payments or distributions to the Borrower.

(e)The Borrower shall, and shall cause the Permitted Other Subsidiaries to, manage the business of and conduct the administrative activities of the Permitted Other Subsidiaries independently from the business of the Borrower, any of the Borrower’s other Subsidiaries and any other Person. Any moneys earned by the Permitted Other Subsidiaries on their assets or proceeds of the sale of any of their assets shall be deposited in bank accounts separate from any of the assets of the Borrower, any of the Borrower’s other Subsidiaries and any other Person, and no assets of the Permitted Other Subsidiaries shall become commingled with assets of such Persons.

(f)The Borrower shall hold itself out, and shall continue to hold itself out, to the public and to its creditors as a legal entity, separate and distinct from all other entities, and shall continue to take all steps reasonably necessary to avoid (i) misleading any other Person as to the identity of the entity with which such Person is transacting business or (ii) implying that the Borrower is, directly or indirectly, absolutely or contingently, responsible for the Indebtedness or other obligations of the Permitted Other Subsidiaries or any other Person.

Section 5.03Payment of Taxes, Etc. The Borrower will pay and discharge, and cause each of its Subsidiaries and the Parent to pay and discharge, before the same shall become delinquent (a) all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto and (b) all lawful claims that are material in amount which, if unpaid, might by Legal Requirement become a Lien upon its Property; provided, however, that neither the Borrower nor any such Subsidiary or the Parent shall be required to pay or discharge any such tax, assessment, charge, levy, or claim (a) which is being contested in good faith and by appropriate proceedings, (b) with respect to which reserves in conformity with GAAP have been provided, (c) such charge or claim does not constitute and is not secured by any choate Lien on any portion of any Hotel Property and no portion of any Hotel Property is in jeopardy of being sold, forfeited or lost during or as a result of such contest, (d) neither the Administrative Agent nor any Bank could become subject to any civil fine or penalty or criminal fine or penalty, in each case as a result of non‑payment of such charge or claim and (e) such contest does not, and could not reasonably be expected to, result in a Material Adverse Change.

Section 5.04Visitation Rights; Bank Meeting. At any reasonable time and from time to time and so long as any visit or inspection will not unreasonably interfere with the Borrower’s or any of its Subsidiaries’ or the Parent’s operations, upon reasonable notice and during normal business hours, the Borrower will, and will cause its Subsidiaries and the Parent and any participating lessees to, permit the Administrative Agent or any of its agents or representatives thereof (at the Parent’s or the Borrower’s expense) and any Bank or any of its agents or representatives thereof (at such Bank’s expense), to examine and make copies of and abstracts from the records and books of account of, and visit and inspect at its reasonable discretion the properties of, the Borrower and any such Subsidiary and the Parent, to discuss the affairs, finances and accounts of the Borrower and any such Subsidiary and the Parent with any of their respective officers or directors. Without in any way limiting the foregoing, the Borrower will, upon the request of the Administrative Agent, participate in a meeting with the Administrative Agent and the Banks once during each calendar year

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to be held at a location as may be agreed to by the Borrower and the Administrative Agent at such time as may be agreed to by the Borrower and the Administrative Agent; provided that, without limitation of the provisions of Section 11.04, the Borrower shall not be obligated to reimburse the Banks for such Persons’ travel expenses in connection with such meeting.

Section 5.05Reporting Requirements. The Borrower will furnish to the Administrative Agent and the Banks in each case in accordance with Section 11.02(b):

(a)Quarterly Financials. As soon as available and in any event not later than 45 days after the end of each Fiscal Quarter of the Parent (except when such Fiscal Quarter ends on the same day as the end of a Fiscal Year of Parent), the unaudited Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such quarter and the related unaudited statements of income, shareholders’ equity and cash flows of the Parent and its Subsidiaries for such Fiscal Quarter and the period commencing at the end of the previous year and ending with the end of such Fiscal Quarter, and the corresponding figures as at the end of, and for, the corresponding periods in the preceding Fiscal Year, all duly certified with respect to such statements (subject to year‑end audit adjustments) by a Responsible Officer of the Parent as having been prepared in accordance with GAAP, together with a Compliance Certificate duly executed by a Responsible Officer of the Parent.

(b)Annual Financials. As soon as available and in any event not later than 90 days after the end of each Fiscal Year of the Parent, a copy of the annual audit report for such year for the Parent and its Subsidiaries, including therein the Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such Fiscal Year and the related Consolidated statements of income, shareholders’ equity and cash flows of the Parent and its Subsidiaries for such Fiscal Year, and the corresponding figures as at the end of, and for, the preceding Fiscal Year, and certified by KPMG L.L.P. or other independent certified public accountants of nationally recognized standing reasonably acceptable to the Administrative Agent in an opinion, without qualification as to the scope, and including, if requested by the Administrative Agent, any management letters delivered by such accountants to the Parent in connection with such audit, together with a Compliance Certificate duly executed by a Responsible Officer of the Parent.

(c)Notices of Material Variations and Supplemental Reports. As soon as available and in any event not later than 60 days after the end of each Fiscal Quarter of the Parent and 90 days after the end of each Fiscal Year of the Parent, (i) written notice of any anticipated material variation to the consolidated operating budget or a Capital Expenditure and FF&E expenditure budget prepared pursuant to Section 5.05(d), except for such changes resulting from the acquisition of a New Property or the acquisitions of New Properties, (ii) a report certified by a Responsible Officer of the Parent setting forth for each Unencumbered Property for the Fiscal Quarter just ended the average daily rate, the average occupancy, the RevPAR, the total gross revenues, the total expenses, the Adjusted NOI and the payments made under the participating leases for such Hotel Properties, and (iii) a report certified by a Responsible Officer of the Parent setting forth for all of the Hotel Properties owned or leased by the Parent or any of its Subsidiaries on a Consolidated basis for the Fiscal Quarter just ended the average daily rate, the average occupancy, the RevPAR, the total gross revenues, the total expenses, the Adjusted NOI and the payments made under the participating leases for such Hotel Properties.

(d)Annual Budgets. No later than 60 days after the start of each Fiscal Year, the annual operating budget and Capital Expenditure and FF&E expenditure budget for such Fiscal Year for (i) the Unencumbered Properties on a Consolidated basis, (ii) all of the Hotel Properties owned or

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leased by the Parent or any of its Subsidiaries on a Consolidated basis, and (iii) on a Consolidated basis for the Parent and its Subsidiaries, in each case in reasonable detail and duly certified by a Responsible Officer of the Parent as the budgets presented or to be presented to the Parent’s Board of Directors for their review.

(e)Securities Law Filings. Promptly and in any event within 10 Business Days after the sending or filing thereof, copies of all proxy material, reports and other information which the Borrower, the Parent or any of their respective Subsidiaries sends to or files with the United States Securities and Exchange Commission or sends to all shareholders of the Parent or partners of the Borrower.

(f)Defaults. As soon as possible and in any event within five days after the occurrence of each Default known to a Responsible Officer of the Borrower, the Parent or any of their respective Subsidiaries, a statement of an authorized financial officer or Responsible Officer of the Borrower setting forth the details of such Default and the actions which the Borrower has taken and proposes to take with respect thereto.

(g)ERISA Notices. As soon as possible and in any event (i) within 30 days after the Parent, the Borrower or any of a Controlled Group knows that any Termination Event described in clause (a) of the definition of Termination Event with respect to any Plan has occurred, (ii) within 10 days after the Parent, the Borrower or any of a Controlled Group knows that any other Termination Event with respect to any Plan has occurred, a statement of the Chief Financial Officer of the Parent describing such Termination Event and the action, if any, which the Parent, the Borrower or such member of such Controlled Group proposes to take with respect thereto; (iii) within 10 days after receipt thereof by the Parent, the Borrower or any of a Controlled Group from the PBGC, copies of each notice received by the Parent, the Borrower or any such member of such Controlled Group of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan; and (iv) within 10 days after receipt thereof by the Parent, the Borrower or any member of a Controlled Group from a Multiemployer Plan sponsor, a copy of each notice received by the Parent, the Borrower or any member of such Controlled Group concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA.

(h)Environmental Notices. Promptly upon receipt thereof by the Parent, the Borrower or any of their Subsidiaries, a copy of any form of notice, summons or citation received from the United States Environmental Protection Agency, or any other Governmental Authority concerning (i) violations or alleged violations of Environmental Laws, which seeks to impose liability therefor, (ii) any action or omission on the part of the Parent or Borrower or any of their present or former Subsidiaries in connection with Hazardous Waste or Hazardous Substances which, based upon information reasonably available to the Borrower, could reasonably be expected to cause a Material Adverse Change or an Environmental Claim in excess of $1,000,000, (iii) any notice of potential responsibility under CERCLA, or (iv) concerning the filing of a Lien upon, against or in connection with the Parent, Borrower, their present or former Subsidiaries, or any of their leased or owned Property, wherever located.

(i)Other Governmental Notices or Actions. Promptly and in any event within five Business Days after receipt thereof by the Borrower, the Parent or any of their respective Subsidiaries, (i) a copy of any notice, summons, citation, or proceeding seeking to adversely modify in any material respect, revoke, or suspend any license, permit, or other authorization from any Governmental Authority, which action could reasonably be expected to cause a Material Adverse Change, and

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(ii) any revocation or involuntary termination of any license, permit or other authorization from any Governmental Authority, which revocation or termination could reasonably be expected to cause a Material Adverse Change.

(j)Other Notices. (i) Promptly, a copy of any notice of default or any other material notice (including without limitation property condition reviews) received by the Borrower or any Material Subsidiary from any franchisor, property manager, or any ground lessor under a Qualified Ground Lease, and

(ii)Promptly following any merger or dissolution of any Subsidiary of the Borrower which is permitted hereunder or event which would make any of the representations in Sections 4.01-4.04 untrue, notice thereof.

(k)Material Litigation. As soon as possible and in any event within five days of any of the Borrower, the Parent or any of their respective Subsidiaries having knowledge thereof, notice of any litigation, claim or any other event which could reasonably be expected to cause a Material Adverse Change.

(l)Certificate in Support of Release. Not more than 30 days prior to a request to release a Subsidiary’s obligations under the Guaranty pursuant to Section 5.09(b), a Compliance Certificate duly executed by a Responsible Officer of the Parent.

(m)Investment Grade Rating Notice. Promptly upon a Responsible Officer becoming aware of a change in the Investment Grade Rating (including the initial issuance of any Investment Grade Rating) or any other credit rating given by S&P, Moody’s or another nationally-recognized rating agency to the Parent’s long‑term senior unsecured debt or any announcement that any such rating is “under review” or that such rating has been placed on a watch list or that any similar action has been taken by S&P, Moody’s or another nationally-recognized rating agency, notice of such change, announcement or action.

(n)Other Information. Such other information respecting the business or Properties, or the condition or operations, financial or otherwise, of the Borrower, the Parent or any of their respective Subsidiaries, as the Administrative Agent may from time to time reasonably request.

Section 5.06Maintenance of Property. The Borrower will, and will cause each of its Subsidiaries to, (a) maintain their owned, leased, or operated Property in a manner substantially consistent with hotel properties and related property of the same quality and character and shall keep or cause to be kept every part thereof and its other properties in good condition and repair, reasonable wear and tear excepted, and make all reasonably necessary repairs, renewals or replacements thereto as may be reasonably necessary to conduct the business of the Borrower and its Subsidiaries, (b) not renovate or expand any such Hotel Property except for the renovation or expansion of a Hotel Property which complies with the limitations set forth in this Agreement on the aggregate amount of renovations and expansions the Borrower, the Parent and their Subsidiaries are permitted at any one time, (c) not knowingly or willfully permit the commission of waste or other injury, or the occurrence of pollution, contamination or any other condition in, on or about any Hotel Property, and (d) substantially maintain and repair each Hotel Property as required by any franchise agreement, license agreement, management agreement or ground lease for such Hotel Property. Except as may be required to maintain the Parent’s status as a REIT under the Code, any Capital Expenditures or expenditures or leases for FF&E made for any Hotel Property shall be in the name or for the benefit of the Property Owner for such Hotel Property.

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Section 5.07Insurance. The Borrower will maintain and/or remain the beneficiary under, and cause each of its Subsidiaries to maintain and/or remain the beneficiary under, the insurance required pursuant to Schedule 5.07.

Section 5.08Use of Proceeds. The Letters of Credit and the proceeds of the Advances have been, and will be used by the Borrower for the purposes set forth in Section 4.09(a) and in compliance with all applicable Sanctions and Anti-Corruption Laws.

Section 5.09New Guarantors. (a) The Borrower will promptly notify the Administrative Agent of the creation of or Investment in a Person which may fall within the definition of a Guarantor and will provide any financial and other information with respect to such Person as the Administrative Agent may reasonably request. In the event the Administrative Agent (after consultation with the Borrower) determines that such Person is required to be designated a Guarantor hereunder, the Administrative Agent shall provide notice of the same to the Borrower, it being understood and agreed that any Person that owns an Unencumbered Property and any Person who leases an Unencumbered Property as an Operating Lessee shall be required to become a Guarantor promptly and in any event on or prior to the date any Hotel Property owned or leased by such Person is included as an Unencumbered Property hereunder. Within sixty (60) days after the Borrower’s receipt of such notice from the Administrative Agent, the Borrower shall cause such Person to deliver to the Administrative Agent (i) either (a) an original Guaranty and Environmental Indemnity executed by such Person or (b) an Accession Agreement executed by such Person, and (ii) such other information or documents with respect to such Person as the Administrative Agent may reasonably request.

(b)If no Default exists at such time, and any Hotel Property no longer qualifies as an Unencumbered Property, any Subsidiary of the Borrower which owned or leased such Hotel Property, but not any other Unencumbered Property, shall be released by the Administrative Agent from such Subsidiary’s obligations under the Guaranty upon such time that the Borrower provides the Administrative Agent with (i) a written request for such release and (ii) a Compliance Certificate evidencing pro forma compliance with Article VII hereof.

(c)The provisions of Section 5.09(a) and (b) shall only apply prior to an Investment Grade Release Event and from and after an Investment Grade Release Event no Subsidiary of the Borrower shall be required to become a Guarantor under this Agreement, in each case only so long as such Subsidiary (i) is not required by the terms of any other Senior Financing Transaction to become a guarantor or borrower of any of the obligations under such other Senior Financing Transaction and (ii) has not become a guarantor or borrower in respect of any other Senior Financing Transaction.

ARTICLE VI

NEGATIVE COVENANTS

So long as any Note or any amount under any Credit Document shall remain unpaid, any Letter of Credit shall remain outstanding, or any Bank shall have any Commitment, the Borrower agrees, unless the Administrative Agent shall otherwise consent in writing (subject to the provisions of Section 11.01), to comply with the following covenants.

Section 6.01Liens, Etc. The Borrower will not create, assume, incur or suffer to exist, or permit any of its Subsidiaries (except for Permitted Other Subsidiaries) to create, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right

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to receive income, except that the Borrower and its Subsidiaries may create, incur, assume or suffer to exist Liens:

(a)securing the Obligations;

(b)for taxes, assessments or governmental charges or levies on Property of the Borrower or any Material Subsidiary to the extent not required to be paid pursuant to Sections 5.03;

(c)imposed by law (such as landlords’, carriers’, warehousemen’s and mechanics’ liens or otherwise arising from litigation) (a) which are being contested in good faith and by appropriate proceedings, (b) with respect to which reserves in conformity with GAAP have been provided, (c) which have not resulted in any Hotel Property being in jeopardy of being sold, forfeited or lost during or as a result of such contest, (d) neither the Administrative Agent nor any Bank could become subject to any civil fine or penalty or criminal fine or penalty, in each case as a result of non‑payment of such charge or claim and (e) such contest does not, and could not reasonably be expected to, result in a Material Adverse Change;

(d)on leased personal property to secure solely the lease obligations associated with such property; and

(e)securing Secured Recourse Indebtedness and Secured Non‑Recourse Indebtedness permitted pursuant to the provisions of Section 6.02.

Section 6.02Indebtedness. The Borrower, the Parent and their respective Subsidiaries will not incur or permit to exist any Indebtedness other than the Obligations and the following:

(a)Unsecured Indebtedness; provided, however, that the maximum principal amount of the LHL Facility and any Refinancing Debt in respect thereof shall not exceed $25,000,000 at any time;

(b)Secured Recourse Indebtedness and Secured Non‑Recourse Indebtedness incurred by Permitted Other Subsidiaries to the extent that the covenants contained in Article VII are complied with;

(c)The Swap Contracts with the Swap Banks in effect as of the Closing Date and any other Indebtedness in the form of Interest Rate Agreements; provided that (i) such agreements shall be unsecured, (ii) the dollar amount of indebtedness subject to such agreements and the indebtedness subject to Interest Rate Agreements in the aggregate shall not exceed the sum of the amount of the Commitments and other Indebtedness permitted pursuant to this Section 6.02 which bears interest at a variable rate, and (iii) the agreements shall be at such interest rates and otherwise in form and substance reasonably acceptable to the Administrative Agent;

(d)Any of the following Indebtedness incurred by the Parent (to the extent the same constitutes Indebtedness):

(i)guaranties in connection with the Indebtedness secured by a Hotel Property of (A) if the Hotel Property is subject to a ground lease, the payment of rent under such ground lease, (B) real estate taxes relating to such Hotel Property, and (C) capital reserves required under such Indebtedness;

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(ii)indemnities for certain acts of malfeasance, misappropriation and misconduct and an environmental indemnity for the lender under Indebtedness permitted under this Agreement;

(iii)indemnities for certain acts of malfeasance, misappropriation and misconduct by the Permitted Other Subsidiaries, environmental indemnities, and other customary non-recourse carveouts as described in the definition of “Secured Non-Recourse Indebtedness”, all for the benefit of the lenders of other Permitted Other Subsidiary Indebtedness in connection with such Indebtedness; and

(iv)guaranties of franchise agreements;

(e)If and to the extent the same would not otherwise be permitted under paragraphs (a) through (d) above, extensions, renewals and refinancing of any of the Indebtedness specified in paragraphs (a) - (d) above (any such extension, renewal or refinancing, “Refinancing Debt”) so long as (A) the principal amount of such Indebtedness is not thereby increased and (B) the other material terms, taken as a whole, of any such Indebtedness are nolessfavorable in any material respect to the Borrower, the Parent or any of their respective Subsidiaries or the Banks than the terms governing the Indebtedness being extended, renewed or refinanced;

(f)Indebtedness of a Material Subsidiary to the Borrower or another Material Subsidiary provided such Indebtedness is subordinated to the Obligations in a manner reasonably acceptable to the Administrative Agent; and

(g)Capital Leases for personal property not to exceed in the aggregate $5,000,000 at any time outstanding; provided, however, that for purposes of this clause (g), no Qualified Ground Lease shall comprise a Capital Lease.

Section 6.03Agreements Restricting Distributions From Subsidiaries. The Borrower will not, nor will it permit any of its Subsidiaries (other than Permitted Other Subsidiaries) to, enter into any agreement (other than a Credit Document) which limits distributions to or any advance by any of the Borrower’s Subsidiaries to the Borrower.

Section 6.04Restricted Payments. Neither the Parent, the Borrower, nor any of their respective Subsidiaries, will make any Restricted Payment, except that:

(a)provided no Default has occurred and is continuing or would result therefrom, the Parent may make cash payments to its shareholders with respect to the Parent Common Stock (including in connection with the repurchase of Stock or Stock Equivalents);

(b)provided no Default has occurred and is continuing or would result therefrom, the Borrower shall be entitled to make cash distributions to its partners, including the Parent;

(c)a Subsidiary of the Borrower may make a Restricted Payment to the Borrower;

(d)the limited partners of the Borrower shall be entitled to exchange limited partnership interests in the Borrower for the Parent’s stock or redeem such interests for cash, as provided in the Borrower’s limited partnership agreement;

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(e)the Borrower shall be entitled to issue limited partnership interests in the Borrower in exchange of ownership interests in Subsidiaries and Unconsolidated Entities which own a Future Property to the extent such Investment is permitted pursuant to the provisions of Section 6.07;

(f)provided no Default has occurred and is continuing or would result therefrom, the Parent may pay cash dividends to the holders of the Parent preferred stock permitted by this Agreement; and

(g)provided no Default has occurred and is continuing or would result therefrom, the Parent may repurchase Parent Common Stock and repurchase or redeem Parent preferred stock.

Notwithstanding the foregoing, but subject to the following sentence, if a Default or Event of Default shall have occurred and be continuing, the Parent may only declare or make cash distributions to its shareholders during any Fiscal Quarter in an aggregate amount not to exceed the minimum amount necessary for the Parent to maintain its status as a REIT. If a Default or Event of Default specified in Section 8.1(a) or Section 8.1(f) of this Agreement shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 8.2 of this Agreement, the Parent shall not, and shall not permit any of its Subsidiaries to, make any Restricted Payments to any Person whatsoever other than to the Borrower or any of its Subsidiaries.

Section 6.05Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary and the Borrower or such other Subsidiary other than a Permitted Other Subsidiary, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of such Person’s material property except for a Permitted Hotel Sale, dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Properties; (c) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate a Permitted Hotel Sale); (d) except for sales of ownership interests not prohibited by this Agreement and the issuance of limited partnership interests in the Borrower in exchange for ownership interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (e) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution or (f) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; in each case provided that the Parent shall be permitted to issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this Agreement.

Section 6.06Participating Lessee Ownership. Neither the Parent nor the Borrower shall, nor shall permit any of their respective Subsidiaries to, own directly or indirectly such a percentage of the beneficial ownership interest in any participating lessee as would cause a potential Event of Default under Section 8.01(m) of this Agreement.

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Section 6.07Investments, Loans, Future Properties. Neither the Parent nor the Borrower shall, nor shall permit any of their respective Subsidiaries to, acquire by purchase, or otherwise, all or substantially all of the business, property or fixed assets of any Person or any Hotel Property or other real estate, make or permit to exist any loans, advances or capital contributions to, or make any Investments in (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or purchase or commit to purchase any evidences of Indebtedness of, stock or other securities, partnership interests, member interests or other interests in any Person, except the following (provided that after giving effect thereto there shall exist no Default):

(a)Liquid Investments;

(b)trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade terms, and other assets owned in the ordinary course of owning the Hotel Properties and operating the business of the Borrower and its Subsidiaries;

(c)a Future Property (or a Person that owns a Future Property) which qualifies as an Unencumbered Property or a Permitted Non‑Unencumbered Property; providedthat no such individual Hotel Property shall exceed 30% of the Consolidated Total Book Value;

(d)Investments in (i) unimproved land which do not in the aggregate have an Investment Amount which exceeds 5% of the Consolidated Total Book Value; (ii) Development Properties which do not in the aggregate have an Investment Amount which exceeds 15% of the Consolidated Total Book Value, (iii) Unconsolidated Entities which do not in the aggregate have an Investment Amount which exceeds 15% of the Consolidated Total Book Value, and (iv) mortgages, deeds of trust, deeds to secure debt or similar instruments that are a lien on real property or mezzanine loans that are secured by pledges of equity interests in entities that directly or indirectly own real property, in each case where such real property is improved by fully operational hotels and which instruments and pledges secure Indebtedness evidenced by a note or bond, which do not in the aggregate have an Investment Amount which exceeds 10% of the Consolidated Total Book Value; provided that the aggregate Investment Amount for all Investments made pursuant to this Section 6.07(d) shall not exceed 30% of the Consolidated Total Book Value;

(e)Investments in Subsidiaries that are used by such Subsidiaries to make Investments permitted under this Section 6.07;

(f)Capital Expenditures in Hotel Properties; and

(g)any other Investments not covered by the preceding paragraphs of this Section 6.07 and not otherwise prohibited by this Agreement, provided that the aggregate Investment Amount for all Investments made pursuant to this clause (g) shall not exceed 0.50% of Consolidated Total Book Value.

Notwithstanding the foregoing, neither the Borrower, nor the Parent, nor their respective Subsidiaries shall acquire a Future Property or otherwise make an Investment which would (a) cause a Default, (b) cause or result in the Borrower or the Parent failing to comply with any of the financial covenants contained herein, (c) cause the aggregate Investment Amount for (i) all Future Properties located outside the United States and (ii) all Investments made pursuant to Section 6.07(d) which are either located outside the United States or in an Unconsolidated Entity which has at least 50% of its assets located outside the United States to exceed 10% of the Consolidated Total Book Value or (e) cause the Parent’s or any Subsidiary’s Investment in the

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Personal Property for any Hotel Property to cause a potential Event of Default under Section 8.01(m) of this Agreement.

Section 6.08Affiliate Transactions. Except as otherwise approved by a majority of the Board of Trustees of the Parent including a majority of the independent trustees, the Borrower will not, and will not permit any of its Subsidiaries to, make, directly or indirectly (a) any transfer, sale, lease, assignment or other disposal of any assets to any Affiliate of the Borrower which is not a Guarantor or any purchase or acquisition of assets from any such Affiliate; or (b) any arrangement or other transaction directly or indirectly with or for the benefit of any such Affiliate (including without limitation, guaranties and assumptions of obligations of an Affiliate), other than in the ordinary course of business and at market rates.

Section 6.09Sale and Leaseback. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any arrangement with any Person, whereby in contemporaneous transactions the Borrower or such Subsidiary sells essentially all of its right, title and interest in a material asset and the Borrower or such Subsidiary acquires or leases back the right to use such property.

Section 6.10Sale or Discount of Receivables. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, sell with recourse, or discount or otherwise sell for less than the face value thereof, any of its notes or accounts receivable, other than in the ordinary course of business and consistent with past and existing business practices.

Section 6.11Restriction on Negative Pledges. The Borrower will not, and will not permit any of its Subsidiaries that directly or indirectly own an interest in any Unencumbered Property to, enter into or suffer to exist any agreement (other than (i) this Agreement and the Credit Documents, (ii) any agreement that conditions the ability of the Parent or its Subsidiaries to encumber their assets upon the maintenance of one or more specified ratios that limit the ability of such Persons to encumber their assets but that do not generally prohibit the encumbrance of assets or the encumbrance of specific assets, and (iii) a provision in any agreement governing Qualified Unsecured Debt generally prohibiting the encumbrance of assets (exclusive of any outright prohibition on the encumbrance of particular Unencumbered Properties) so long as such provision is generally consistent with a comparable provision of the Credit Documents) prohibiting the creation or assumption of any Lien upon the Unencumbered Properties, whether now owned or hereafter acquired; provided that, the Borrower and its Subsidiaries that are Material Subsidiaries may permit a Lien upon a Hotel Property that was an Unencumbered Property at the end of the immediately preceding Fiscal Quarter of the Parent, so long as no Default exists at such time or would be caused thereby and the Borrower has provided to the Administrative Agent a Compliance Certificate evidencing pro forma compliance with Article VII hereof following the removal of such Hotel Property as an Unencumbered Property.

Section 6.12Material Documents. The Borrower will not, nor will it permit any of its Subsidiaries (other than Permitted Other Subsidiaries) to, enter into any termination, modification or amendment of any of the following documents without the prior written consent of the Administrative Agent:

(a)Qualified Ground Lease; and

(b)Any other material agreement, including without limitation any participating lease or management agreement.

provided, however, that so long as no Default or Event of Default has occurred and is continuing, such terminations, modifications or amendments shall be permitted so long as they could not reasonably be expected to (i) cause a Material Adverse Change or (ii) impair or otherwise adversely affect in any material respect the interests or rights of the Administrative Agent or any Bank, in each case after taking into account

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the effect of any agreements that supplement or serve to replace, in whole or in part, such Qualified Ground Leases or other material agreements. Any termination, modification or amendment prohibited under this Section 6.12 shall, to the extent permitted by applicable law, be void and of no force and effect.

Section 6.13Limitations on Development, Construction, Renovation and Purchase of Hotel Properties. Neither the Parent nor the Borrower shall or shall permit any of their respective Subsidiaries to (a) engage in the development, construction or expansion of any Hotel Properties (except for Development Properties permitted by the provisions of Section 6.07) or (b) enter into any binding agreements to purchase Hotel Properties or other assets; provided that the Parent, the Borrower and their Subsidiaries may enter into binding agreements to purchase Hotel Properties or other assets if at all times such Person has available sources of capital equal to the portion of the purchase price of such Hotel Properties or other assets which constitutes a recourse obligation of the Parent, the Borrower or its Subsidiary, which available sources of capital may include Advances to the extent that the Borrower may borrow the same for the purposes required or other Indebtedness permitted by the terms of this Agreement.

Section 6.14    OFAC. Knowingly engage in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is, or whose government is, the subject of Sanctions.

ARTICLE VII

FINANCIAL COVENANTS

So long as any Note or any amount under any Credit Document shall remain unpaid, any Letter of Credit shall remain outstanding, or any Bank shall have any Commitment hereunder, unless the Administrative Agent shall otherwise consent in writing (subject to the provisions of Section 11.01), the Borrower agrees to comply and cause the Parent to comply with the following covenants.

Section 7.01Fixed Charge Coverage Ratio. The Parent shall maintain at the end of each Rolling Period a Fixed Charge Coverage Ratio of not less than 1.50 to 1.01.00.

Section 7.02Maintenance of Net Worth. The Parent shall at all times maintain an Adjusted Net Worth of not less than the Minimum Tangible Net Worth.

Section 7.03Limitations on Total Liabilities. The Parent shall not at any time permit the Leverage Ratio to be greater than 6.06.50 to 1.01.00; provided, however, that the Leverage Ratio may be increased to 7.00 to 1.00 at the Borrower's election (x) one time for four consecutive fiscal quartersat any time after the Parent has achieved an Investment Grade Rating, the Parent may make a one-time election to increase the maximum Leverage Ratio to 7.0 to 1.0 for the four consecutive calendar quarters commencing with the next calendar quarter following such election for which the Borrower is required to deliver financial statements pursuant to Section 5.05(a)(y) one or more times for two consecutive fiscal quarters each following a Material Acquisition, or (z) one time for two consecutive fiscal quarters so long as no Default has occurred and is continuing and the Applicable Margin is increased as set forth in the definition of Applicable Margin;provided furtherthat such elections may not be made simultaneously.

Section 7.04Limitations on Unsecured Indebtedness. The Parent shall not at any time on a Consolidated basis permit the ratio of (a) the Parent’s Unsecured Indebtedness to (b) the Total Unencumbered

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Asset Value to exceed sixty percent (60%);provided,however, that such ratio may be increased to sixty-five percent (65%) one or more times for two consecutive fiscal quarters following a Material Acquisition.

Section 7.05Limitations on Secured Indebtedness. The Parent shall not at any time on a Consolidated basis permit the ratio of (a) the Parent’s Secured Indebtedness to (b) the Consolidated Total Book Value to exceed forty-five percent (45%).

ARTICLE VIII

EVENTS OF DEFAULT; REMEDIES

Section 8.01Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” under any Credit Document:

(a)Principal or Letter of Credit Obligation Payment. The Borrower shall fail to pay any principal of any Note or any Letter of Credit Obligation when the same becomes due and payable as set forth in this Agreement;

(b)Interest or Other Obligation Payment. The Borrower shall fail to pay any interest on any Note or any fee or other amount payable hereunder or under any other Credit Document when the same becomes due and payable as set forth in this Agreement, providedhowever that the Borrower will have a grace period of five days after the payments covered by this Section 8.01(b) becomes due and payable for the first two defaults under this Section 8.01(b) in every calendar year;

(c)Representation and Warranties. Any representation or warranty made or deemed to be made (i) by the Borrower in this Agreement or in any other Credit Document, (ii) by the Borrower (or any of its officers) in connection with this Agreement or any other Credit Document, or (iii) by the Parent or any Subsidiary in any Credit Document shall prove to have been incorrect in any material respect when made or deemed to be made;

(d)Covenant Breaches. (i) The Borrower shall fail to perform or observe any covenant contained in Sections 5.02(a)(i), (b)(i) or (f), 5.08, Article VI or Article VII of this Agreement or the Borrower shall fail to perform or observe, or shall fail to cause any Subsidiary other than a Permitted Other Subsidiary to perform or observe any covenant in any Credit Document beyond any notice and/or cure period for such default expressly provided in such Credit Document or (ii) the Borrower, the Parent or any Subsidiary other than a Permitted Other Subsidiary shall fail to perform or observe any term or covenant set forth in any Credit Document which is not covered by clause (i) above or any other provision of this Section 8.01, in each case if such failure shall remain unremedied for 30 days after the earlier of the date written notice of such default shall have been given to the Borrower, the Parent or such Subsidiary other than a Permitted Other Subsidiary by the Administrative Agent or any Bank or the date a Responsible Officer of the Borrower or any Material Subsidiary has actual knowledge of such default, unless such default in this clause (ii) cannot be cured in such 30 day period and the Borrower is diligently proceeding to cure, or caused to be cured, such default, in which event the cure period shall be extended to 90 days;

(e)Cross‑Defaults. (i) with respect to (A) any Secured Non‑Recourse Indebtedness which is outstanding in a principal amount of at least $150,000,000220,000,000 individually or when aggregated with all such Secured Non‑Recourse Indebtedness of the Borrower, the Parent or any of their respective Subsidiaries or (B) any other Indebtedness (but excluding Indebtedness evidenced

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by the Notes) which is outstanding in a principal amount of at least $75,000,000 individually or when aggregated with all such Indebtedness of the Borrower, the Parent or any of their respective Subsidiaries, any of the following:

(A)any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof,

(B)the Borrower, the Parent or any of their respective Subsidiaries shall fail to pay any principal of or premium or interest of any of such Indebtedness (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, or

(C)any other event shall occur or condition shall exist under any agreement or instrument relating to such Indebtedness, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to permit the holders of such Indebtedness to accelerate the maturity of such Indebtedness;

(f)Insolvency. The Borrower, the Parent, any Guarantor, or any of their respective Material Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower, the Parent, any Guarantor, or any of their respective Material Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against the Borrower, the Parent, any Guarantor, or any of their respective Material Subsidiaries, either such proceeding shall remain undismissed for a period of 60 days or any of the actions sought in such proceeding shall occur; or the Borrower, the Parent, any Guarantor, or any of their respective Material Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this paragraph (f);

(g)Judgments. Any judgment or order for the payment of money in excess of $75,000,000 (reduced for purposes of this paragraph for the amount in respect of such judgment or order that a reputable insurer has acknowledged being payable under any valid and enforceable insurance policy) shall be rendered against the Borrower, the Parent or any of their respective Subsidiaries which, within 60 days from the date such final judgment is entered, shall not have been discharged or execution thereof stayed pending appeal;

(h)ERISA. (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is likely to result in the termination of such Plan for purposes of Title IV of ERISA, unless such

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Reportable Event, proceedings or appointment are being contested by the Parent or the Borrower in good faith and by appropriate proceedings, (iv) any Plan shall terminate for purposes of Title IV of ERISA, (v) the Parent, the Borrower or any member of a Controlled Group shall incur any liability in connection with a withdrawal from a Multiemployer Plan or the insolvency (within the meaning of Section 4245 of ERISA) or reorganization (within the meaning of Section 4241 of ERISA) of a Multiemployer Plan, unless such liability is being contested by the Parent or the Borrower in good faith and by appropriate proceedings, or (vi) any other event or condition shall occur or exist, with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could subject the Borrower, the Parent or any Material Subsidiary to any tax, penalty or other liabilities in the aggregate exceeding $75,000,000 at the time of such event or upon occurrence of such condition;

(i)Guaranty. Any Guaranty shall for any reason cease to be valid and binding on any Guarantor or any Guarantor shall so state in writing;

(j)Environmental Indemnity. Any Environmental Indemnity shall for any reason cease to be valid and binding on any Person party thereto or any such Person shall so state in writing;

(k)LaSalle Leasing. The Borrower shall for any reason cease to own, directly or indirectly, at least 99.9% of the equity interests in LaSalle Leasing;

(l)Default Under Qualified Ground Lease. Qualified Ground Leases for Hotel Properties which comprise twenty-five percent (25%) or more of the Asset Value have in the aggregate either (i) been terminated because of a default by the lessee under such Qualified Ground Lease or (ii) are subject to a default by the lessee under such Qualified Ground Lease which has not been cured or waived 10 days prior to the date the ground lessors under such Qualified Ground Lease would have the right to terminate such Qualified Ground Leases;

(m)Parent’s REIT Status. There shall be a determination from the applicable Governmental Authority from which no appeal can be taken that the Parent’s tax status as a REIT has been lost;

(n)Parent Common Stock. The Parent at any time hereafter fails to cause the Parent Common Stock to be duly listed on the New York Stock Exchange, Inc. or another nationally recognized stock exchange; or

(o)Changes in Ownership and Control. Any of the following occur without the written consent of the Required Lenders: (A) the Parent (i) amends the Borrower’s partnership agreement in any material and adverse respect (which shall not include any customary amendments to reflect transactions permitted by this Agreement so long as such amendments are not otherwise adverse to the Administrative Agent, any Issuing Bank or any of the Banks, (ii) admits a new general partner to the Borrower, (iii) own less than 70% of the partnership interests in and beneficial ownership of the Borrower, or (iv) resigns as general partner of the Borrower, or (B) the failure of individuals who are members of the board of directors (or similar governing body) of the Parent on the Closing Date (together with any new or replacement directors whose initial nomination for election was approved by a majority of the directors who were either directors on the Closing Date or previously so approved) to constitute a majority of the board of directors (or similar governing body) of the Parent.

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Section 8.02Optional Acceleration of Maturity. If any Event of Default (other than an Event of Default pursuant to paragraph (f) of Section 8.01 with respect to the Borrower or the Parent) shall have occurred and be continuing, then, and in any such event,

(a)the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Bank to make Advances and the obligation of each Issuing Bank to issue, increase, or extend Letters of Credit to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Notes, all interest thereon, the Letter of Credit Obligations, and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Notes, all such interest, all such Letter of Credit Obligations and all such amounts shall become and be forthwith due and payable in full, without presentment, demand, protest or further notice of any kind (including, without limitation, any notice of intent to accelerate or notice of acceleration), all of which are hereby expressly waived by the Borrower,

(b)the Borrower shall, on demand of the Administrative Agent at the request or with the consent of the Required Lenders, deposit into the Cash Collateral Account an amount of cash equal to the Letter of Credit Exposure as security for the Obligations to the extent the Letter of Credit Obligations are not otherwise paid at such time, and

(c)the Administrative Agent shall at the request of, or may with the consent of, the Required Lenders proceed to enforce its rights and remedies under the Credit Documents for the ratable benefit of the Banks by appropriate proceedings.

Section 8.03Automatic Acceleration of Maturity. If any Event of Default pursuant to paragraph (f) of Section 8.01 with respect to the Borrower or the Parent shall occur,

(a)the obligation of each Bank to make Advances and the obligation of each Issuing Bank to issue, increase, or extend Letters of Credit shall immediately and automatically be terminated and the Notes, all interest on the Notes, all Letter of Credit Obligations, and all other amounts payable under this Agreement shall immediately and automatically become and be due and payable in full, without presentment, demand, protest or any notice of any kind (including, without limitation, any notice of intent to accelerate or notice of acceleration), all of which are hereby expressly waived by the Borrower and

(b)to the extent permitted by law or court order, the Borrower shall deposit into the Cash Collateral Account an amount of cash equal to the outstanding Letter of Credit Exposure as security for the Obligations to the extent the Letter of Credit Obligations are not otherwise paid at such time.

Section 8.04Cash Collateral Account. (a) Pledge. The Borrower hereby pledges, and grants to the Administrative Agent for the benefit of the Banks, a security interest in all funds held in the Cash Collateral Account from time to time, but under the control of the Administrative Agent, and all proceeds thereof, as security for the payment of the Obligations, including without limitation all Letter of Credit Obligations owing to any Issuing Bank or any other Bank due and to become due from the Borrower to any Issuing Bank or any other Bank under this Agreement in connection with the Letters of Credit and the Borrower agrees to execute all cash management or cash collateral agreements and UCC-1 Financing Statements requested by the Administrative Agent as needed or desirable for the Administrative Agent to have a perfected first lien security interest in the Cash Collateral Account. Promptly upon the expiration or replacement of any Letter of Credit, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of

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the funds held in the Cash Collateral Account in respect of such Letter of Credit from the foregoing security interest.

(b)Application against Letter of Credit Obligations. The Administrative Agent may, at any time or from time to time apply funds then held in the Cash Collateral Account to the payment of any Letter of Credit Obligations owing to any Issuing Bank, in such order as the Administrative Agent may elect, as shall have become or shall become due and payable by the Borrower to any Issuing Bank under this Agreement in connection with the Letters of Credit.

(c)Duty of Care. The Administrative Agent shall cause Citibank to exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and Citibank shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which Citibank accords its own property, it being understood that neither Citibank nor the Administrative Agent shall have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any such funds.

Section 8.05Non‑exclusivity of Remedies. No remedy conferred upon the Administrative Agent or the Banks is intended to be exclusive of any other remedy, and each remedy shall be cumulative of all other remedies existing by contract, at law, in equity, by statute or otherwise.

Section 8.06Right of Set‑off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the granting of the consent, if any, specified by Section 8.02 to authorize the Administrative Agent to declare the Notes and any other amount payable hereunder due and payable pursuant to the provisions of Section 8.02 or the automatic acceleration of the Notes and all amounts payable under this Agreement pursuant to Section 8.03, each Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Note held by such Bank, and the other Credit Documents, irrespective of whether or not such Bank shall have made any demand under this Agreement, such Note, or such other Credit Documents, and although such obligations may be unmatured. Each Bank agrees to promptly notify the Borrower after any such set‑off and application made by such Bank, provided that the failure to give such notice shall not affect the validity of such set‑off and application. The rights of each Bank under this Section are in addition to any other rights and remedies (including, without limitation, other rights of set‑off) which such Bank may have; provided, however, that in the event that any Defaulting Lender exercises such right of set-off hereunder, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16(b) and, pending such payment, will be segregated by such Defaulting Lender form its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Banks and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off.

ARTICLE IX

NEW YORK PROPERTIES

Section 9.01New York Term Notes. In the event the Borrower elects to acquire (whether through any of its Subsidiaries or otherwise) any Hotel Property located in the State of New York (any such Hotel Property, which may include the Park Central Asset upon the acquisition thereof by a Subsidiary of the

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Borrower, a “New York Property”), subject to the obligations of the relevant borrower under the related Existing New York Note, the Borrower shall provide to the Administrative Agent not less than thirty (30) days’ prior written notice of such intent (which notice shall be deemed satisfied with respect to the Park Central Asset). In such notice the Borrower shall request a Borrowing (a “New York Advance”) in an amount not more than the outstanding principal amount of the related Existing New York Note and shall cause the related Existing New York Note and the related Existing New York Mortgage to be assigned to the Administrative Agent for the ratable benefit of the Banks. The obligation of the Administrative Agent and each Bank to make Advances in connection with such Borrowing shall be subject to compliance with the following conditions precedent: (i) no Default or Event of Default shall then exist, (ii) the Borrower shall have executed and delivered to the Administrative Agent a Notice of Borrowing in the amount of the related New York Advance in accordance with Section 2.02, and (iii) the Borrower shall have satisfied the applicable conditions set forth in Article III and any other applicable conditions precedent to a Borrowing hereunder in connection with such Borrowing. The Borrower hereby acknowledges that upon the consummation of such purchase, the related Existing New York Note and Existing New York Mortgage shall be amended and restated as a New York Term Note and a New York Mortgage, substantially in the forms attached hereto as Exhibits H and I. For the avoidance of doubt, the parties hereby acknowledge that the Existing Park Central Mortgage and the Existing Park Central Note shall continue to be a New York Mortgage and a New York Term Note, respectively, under this Agreement. Such New York Term Note will be in the amount of, and shall evidence, the related New York Advance and made payable to the Administrative Agent and such New York Term Note and New York Mortgage will be held by the Administrative Agent for the ratable benefit of the Banks. So long as such New York Term Note remains outstanding, the following provisions shall apply:

(a)New York Property as Unencumbered Property. The New York Property shall not be disqualified as an Unencumbered Property by reason of the related New York Mortgage so long as such New York Mortgage is held by the Administrative Agent for the ratable benefit of the Banks. To the extent such New York Property otherwise qualifies as an Unencumbered Property, then such New York Property shall constitute an Unencumbered Property hereunder and the Asset Value of such New York Property shall be included in the calculation of Total Unencumbered Asset Value.

(b)Other Notes. Each New York Term Note shall evidence a portion of the same payment Obligations under the Credit Documents as those evidenced by the Notes. So long as (but only so long as) any New York Mortgage is held by the Administrative Agent as the mortgagee thereunder, then for purposes of Article VII, the indebtedness evidenced by the related New York Term Note shall be deemed to constitute Unsecured Indebtedness hereunder and shall not constitute Secured Indebtedness.

(c)Payments on the New York Term Notes.

(i)Last Repaid. So long as the total outstanding principal amount of the payment Obligations under the Credit Documents equals or exceeds the then total outstanding principal amount of the New York Term Notes, the principal amount of the payment Obligations evidenced by the New York Term Notes and secured by the New York Mortgages shall at all times equal only the total principal amount of the New York Term Notes. The principal amount of the New York Term Notes shall be reduced only by the last and final sums that the Borrower repays with respect to the Obligations under the Credit Documents and shall not be reduced by any intervening repayments of such Obligations. So long as the balance of the payment Obligations under the Credit Documents exceeds the then total outstanding principal amount of the New York Term Notes, any payments and repayments of such Obligations shall not be deemed to be applied against, or to reduce, the

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portion of such principal payment Obligations evidenced by the New York Term Notes and secured by the New York Mortgages. Notwithstanding the foregoing, the Borrower may direct the Administrative Agent to apply payments and repayments of payment Obligations under the Credit Documents against the portion of such Obligations evidenced by any New York Term Note and secured by any New York Mortgage. No Advances made under this Agreement subsequent to any particular New York Advance shall be deemed to be an Advance under the related New York Term Note or secured by the related New York Mortgage.

(ii)Other Notes. Any amounts applied to reduce the payment Obligations evidenced by any New York Term Note shall correspondingly reduce the Obligations of the Borrower evidenced by the other Notes on a dollar-for-dollar basis.

(iii)Repayments and Transfers. The Borrower may transfer or cause the transfer of any New York Property to any Person in compliance with Section 6.05. In such event and upon the request of the Borrower, the Administrative Agent shall cooperate in all reasonable respects with the Borrower to assign the related New York Term Note and the related New York Mortgage without representation, recourse or warranty (other than (A) that the Administrative Agent is the holder of the Indebtedness evidenced and secured thereby and (B) the then outstanding principal amount thereof) to any lender to the transferee of such Hotel Property as requested by the Borrower, at the Borrower’s sole cost and expense. Such assignment shall not require the approval of any Bank or be subject to the satisfaction of any conditions precedent other than the preparation (at the Borrower’s sole cost and expense) of appropriate assignment documentation in customary form and otherwise satisfactory to the Administrative Agent. Further, if requested at any time by the Borrower, a Subsidiary that owns a New York Property, the Administrative Agent or the Required Lenders, the Administrative Agent shall cause a New York Mortgage to be released. Such release of such New York Mortgage shall not require the consent of any Bank or be subject to the satisfaction of any conditions precedent other than the preparation (at the Borrower’s sole cost and expense) of appropriate release documentation in customary form and otherwise satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained in this Section 9.01, (1) any sale or other disposition of any New York Property occurring in connection with any such assignment or release of a New York Mortgage must comply with the provisions of Section 6.05 hereof and (2) from and after the time of any release or assignment of any New York Mortgage, any Indebtedness of the Borrower or any of its Subsidiaries secured by the related New York Property must not result in any Default or Event of Default under Section 6.02.

(iv)Costs, Expenses and Indemnification. The provisions regarding costs and expenses and indemnification Obligations contained in Sections 11.04 and 11.07 of this Agreement shall apply in all respects to any transactions involving any Existing New York Note, any Existing New York Mortgage, any New York Term Note or any New York Mortgage and all actions taken or omitted to be taken by the Administrative Agent and the Banks in connection therewith. Neither the Administrative Agent nor any of the Banks shall be responsible for any losses, costs or expenses incurred by the Borrower or any of its Subsidiaries in connection with the loss of any recording tax credits or savings pertaining to any Existing New York Mortgage or any New York Mortgage. Further, without limitation of any other indemnification obligations of the Borrower pursuant to the Credit Documents, the Borrower will expressly indemnify the Administrative Agent and the Banks from any

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and all losses, costs and expenses (including reasonable legal fees) they may incur as a result of failure by the Borrower or any of its Subsidiaries to pay any recording or other documentary taxes associated with any Existing New York Mortgage or any New York Mortgage.

(d)Borrower as Co-Obligor. The Borrower hereby acknowledges that it shall be deemed to be a co-obligor in respect of each New York Term Note. The liability of the Borrower for the obligations evidenced by each New York Term Note shall be absolute and unconditional irrespective of:

(i)any lack of validity or enforceability of such New York Term Note, the related New York Mortgage, any other Credit Document, any participating lease for a Hotel Property or any other agreement or instrument relating thereto;

(ii)any change in the time, manner, or place of payment of, or in any other term of, such New York Term Note or New York Mortgage, or any other amendment or waiver of or any consent to departure from any other Credit Document or any participating lease for a Hotel Property;

(iii)any exchange, release, or nonperfection of any collateral, if applicable, or any release or amendment or waiver of or consent to departure from any other agreement or guaranty, relating to such New York Term Note or any related New York Mortgage; or

(iv)any other circumstances which might otherwise constitute a defense available to, or a discharge of the Borrower in respect thereof.

(e)Certain Waivers. The Borrower makes the waivers set forth below in respect of each New York Term Note and each New York Mortgage.

(i)Notice. The Borrower hereby waives promptness, diligence, notice of acceptance, notice of acceleration, notice of intent to accelerate and any other notice with respect to any of its obligations under any New York Term Note or any New York Mortgage.

(ii)Other Remedies. The Borrower hereby waives any requirement that the Administrative Agent or any Bank protect, secure, perfect, or insure any Lien or any Property subject thereto or exhaust any right or take any action against the Borrower or any other Person or any collateral, if any, including any action required pursuant to a Legal Requirement.

(iii)Waiver of Subrogation.

(A)The Borrower hereby irrevocably waives, until satisfaction in full of all of its obligations under the New York Term Notes and the New York Mortgages and termination of all Commitments, any claim or other rights which it may acquire against any Subsidiary that arise from the Borrower’s obligations under any New York Term Note, New York Mortgage or any other Credit Document, including, without limitation, any right of subrogation (including, without limitation, any statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. §509, or otherwise), reimbursement, exoneration, contribution, indemnification, or any right to participate in any claim or remedy of the Administrative Agent or any Bank against such Subsidiary or any collateral which the Administrative Agent or any Bank now has or acquires. If any amount shall be paid to the Borrower in violation of the preceding sentence and the obligations under such New

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York Term Note or such New York Mortgage shall not have been paid in full and all of the Commitments terminated, such amount shall be held in trust by the Administrative Agent for the ratable benefit of the Banks and shall promptly be paid to the Administrative Agent for the ratable benefit of the Banks to be applied to the obligations under such New York Term Note or such New York Mortgage, whether matured or unmatured, as the Administrative Agent may elect. The Borrower acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that the waiver set forth in this clause (A) is knowingly made in contemplation of such benefits.

(B)The Borrower further agrees that it will not enter into any agreement providing, directly or indirectly, for any contribution, reimbursement, repayment, or indemnity by any Subsidiary or any other Person on account of any payment by the Borrower to the Administrative Agent or any Bank under any New York Term Note or any New York Mortgage.

(f)Rights of Qualified Unsecured Lenders. Notwithstanding any provision herein to the contrary, the Administrative Agent (i) shall not foreclose or otherwise enforce the Lien of any New York Mortgage without the prior written consent of each Qualified Unsecured Lender, acting in its sole discretion, and (ii) shall release the Lien of any New York Mortgage in accordance with Section 9.01(c)(iii) promptly upon the Administrative Agent’s receipt of a written notice from any Qualified Unsecured Lender (x) stating that an event of default has occurred and is continuing in respect of the related Qualified Unsecured Debt and (y) requesting, in the sole discretion of such Qualified Unsecured Lender, that such New York Mortgage be released. This Section 9.01(f) shall inure to the benefit of each Qualified Unsecured Lender as a third party beneficiary, provided that by its acknowledgement of this Article IX and acceptance of the benefits of this Section 9.01(f), each Qualified Unsecured Lender shall be deemed to have acknowledged (A) that nothing in this Agreement shall be deemed to create an advisory, fiduciary or agency relationship, or fiduciary duty between the Administrative Agent and any Qualified Unsecured Lender or any other holder of Qualified Unsecured Debt, and (B) that the Administrative Agent shall have no duty whatsoever to protect, secure, perfect, or insure the Lien of any New York Mortgage or to enforce any New York Mortgage against any Person or collateral, and (C) that such Qualified Unsecured Lender shall have no claim or cause of action in connection with any release of any New York Mortgage contemplated by this Article IX, the nonperfection or lack of priority of any New York Mortgage, or any action taken or omitted to be taken by the Administrative Agent in respect of a New York Mortgage in accordance with this Article IX. Notwithstanding any provision herein (including in Section 11.01) or in any other Credit Document to the contrary, neither this Section 9.01(f) nor the defined terms “Qualified Unsecured Lender,” “Qualified Unsecured Debt” and “New York Mortgage” may be amended or waived (as applicable) without the written consent of each Qualified Unsecured Lender. For the avoidance of doubt, nothing in this Section 9.01(f) shall be deemed to limit the rights of Administrative Agent, the Banks or the Issuing Banks under Article VIII of this Agreement (except to the extent described in clause (i) of this Section 9.01(f) above), nor shall this Section 9.01(f) limit or restrict or affect in any manner whatsoever the rights of the Administrative Agent, the Banks or the Issuing Bank to enforce or otherwise protect their rights and benefits under any Credit Document other than a New York Mortgage or the right of the Borrower to cause any New York Mortgage to be released in accordance with Section 9.01(c)(iii).

ARTICLE X

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AGENCY AND ISSUING BANK PROVISIONS

Section 10.01Authorization and Action. Each Bank hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers under this Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms hereof and of the other Credit Documents, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or any other Credit Document (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Banks and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, any other Credit Document, or applicable law. The functions of the Administrative Agent are administerial in nature and in no event shall the Administrative Agent have a fiduciary or trustee relation in respect of any Bank by reason of this Agreement or any other Credit Document. Within 5 Business Days of the Administrative Agent or a Bank receiving actual notice (without any duty to investigate) of a Default, the Administrative Agent or such Bank, as applicable, will provide written notice of such Default to the Banks.

Section 10.02Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken (including such Person’s own negligence) by it or them under or in connection with this Agreement or the other Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Credit Document on the part of the Parent, the Borrower or their Subsidiaries or to inspect the property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Section 10.03Administrative Agent and Its Affiliates. With respect to its Commitment, the Advances made by it and the Notes issued to it, the Administrative Agent shall have the same rights and powers under this Agreement as any other Bank and may exercise the same as though it were not the Administrative Agent. The term “Bank” or “Banks” shall, unless otherwise expressly indicated, include the Administrative Agent in its individual capacity. The Administrative Agent and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Borrower or any of its Subsidiaries, and any Person who may do business with or own securities of the Borrower or any such Subsidiary, all as if the Administrative Agent were not the Administrative Agent hereunder and without any duty to account therefor to the Banks.

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Section 10.04Bank Credit Decision. Each Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Bank and based on the Parent’s and the Borrower’s financial statements and the Parent’s filings under the Exchange Act and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement. Nothing in this Agreement or any other Credit Document shall require the Administrative Agent or any of its directors, officers, agents or employees to carry out any “know your customer” or other checks in relation to any Person on behalf of any Bank and each Bank confirms to the Administrative Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Administrative Agent or any of its directors, officers, agents or employees.

Section 10.05Indemnification. The Banks severally agree to indemnify the Administrative Agent and each Issuing Bank (to the extent not reimbursed by the Borrower), according to their respective Pro Rata Shares from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, litigation, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent (solely in its capacity as such) or such Issuing Bank (solely in its capacity as such) in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent or such Issuing Bank under this Agreement or any other Credit Document (including the Administrative Agent’s or such Issuing Bank’s own negligence), provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, litigation, costs, expenses or disbursements resulting from the Administrative Agent’s or such Issuing Bank’s gross negligence or willful misconduct. Without limitation of the foregoing, each Bank agrees to reimburse the Administrative Agent promptly upon demand for its Pro Rata Share of any out‑of‑pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Credit Document, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. The terms “Administrative Agent” and “Issuing Bank” shall be deemed to include the employees, directors, officers and affiliates of the Administrative Agent and each Issuing Bank for purposes of this Section 10.05.

Section 10.06Successor Administrative Agent and Issuing Banks. (a) The Administrative Agent or any Issuing Bank may resign at any time by giving written notice thereof to the Banks and the Borrower and may be removed at any time with cause by the Required Lenders upon receipt of written notice from the Required Lenders to such effect. Upon receipt of notice of any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent or Issuing Bank which successor Administrative Agent or Issuing Bank shall be acceptable to the Borrower, unless an Event of Default then exists, in which event the Borrower shall have no such approval right. If no successor Administrative Agent or Issuing Bank shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s or Issuing Bank’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent or Issuing Bank, then the retiring Administrative Agent or Issuing Bank may, on behalf of the Banks and the Borrower, appoint a successor Administrative Agent or Issuing Bank acceptable to the Borrower, which shall be a commercial bank meeting the financial requirements of an Eligible Assignee and, in the case of an Issuing Bank, a Bank. Upon the acceptance of any appointment as Administrative Agent or Issuing Bank by a successor Administrative Agent or Issuing Bank, such successor Administrative Agent or Issuing Bank shall thereupon succeed to and become vested

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with all the rights, powers, privileges and duties of the retiring Administrative Agent or Issuing Bank, and the retiring Administrative Agent or Issuing Bank shall be discharged from its duties and obligations under this Agreement and the other Credit Documents, except that the retiring Issuing Bank shall remain an Issuing Bank with respect to any Letters of Credit issued by such Issuing Bank and outstanding on the effective date of its resignation or removal and the provisions affecting such Issuing Bank with respect to such Letters of Credit shall inure to the benefit of the retiring Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s or Issuing Bank’s resignation or removal hereunder as Administrative Agent or Issuing Bank, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Administrative Agent or Issuing Bank under this Agreement and the other Credit Documents.

(b)In addition to the foregoing, if a Bank becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, any Issuing Bank may, upon prior written notice to the Borrower and the Administrative Agent, resign as an Issuing Bank effective at the close of business New York time on a date specified in such notice (which date may not be less than thirty (30) days after the date of such notice); provided that such resignation by such Issuing Bank will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Borrower or any Bank under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the such Issuing Bank.

Section 10.07Co-Syndication Agents, Joint Lead Arrangers and Joint Book Running Managers, Co-Documentation Agents. The Royal Bank of Scotland plc and Bank of Montreal shall be named Co-Syndication Agents under the Credit Documents, but the Co-Syndication Agents shall have no right or duty to act as agent on behalf of the Banks in such capacity. Citigroup Global Markets Inc., BMO Capital Markets and RBS Securities Inc. shall be named Joint Lead Arrangers and Joint Book Running Managers under the Credit Documents, but such Joint Lead Arrangers and Joint Book Running Managers shall have no right or duty to act as agent on behalf of the Banks in such capacities. Compass Bank, PNC Bank, National Association, Regions Bank, U.S. Bank National Association, Wells Fargo Bank, National Association, Branch Banking and Trust Company, CréditAgricole Corporate and Investment Bank, Raymond James Bank, N.A., Royal Bank of Canada, and Sumitomo Mitsui Banking Corporation shall be named Co-Documentation Agents, but the Co-Documentation Agents shall have no right or duty to act as agent on behalf of the Banks in such capacity.

Section 10.08Designation of Additional Agents. The Administrative Agent shall have the continuing right, for purposes hereof, at any time and from time to time to designate one or more of the Banks (and/or its or their Affiliates) as “arrangers” or other designations for purposes hereof, but no such designation shall have any substantive effect, and no such Banks or their Affiliates shall have any additional powers, duties or responsibilities as a result thereof.

ARTICLE XI

MISCELLANEOUS

Section 11.01Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Credit Document, nor consent to any departure by the Borrower or any Guarantor therefrom, nor increase in the aggregate Commitments of the Banks, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment shall increase the Commitment of any Bank without the written consent of such Bank,

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and no amendment, waiver or consent shall, unless in writing and signed by all the Banks, do any of the following: (a) increase the aggregate Commitments of the Banks in excess of $750,000,000 (except in accordance with the provisions of Section 1.06), (b) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Credit Document or otherwise release the Borrower from any Obligations, (c) postpone any date fixed for any scheduled payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the termination date of such Bank’s Commitment beyond the Maturity Date (except in accordance with the provisions of Section 1.07), (d) change the percentage of the Commitments of the Banks which shall be required for the Banks or any of them to take any action hereunder or under any other Credit Document, (e) amend this Section 11.01, (f) amend the definition of “Required Lenders”, (g) amend the definition of “Asset Value”, but not the definitions that are used in such definition, (h) release any Guarantor from its obligations under the Guaranty or any of the Environmental Indemnities; provided that the Administrative Agent can, if no Default then exists, release any Subsidiary of the Borrower in accordance with the provisions of Sections 5.09(b) or 11.23, (i) modify any provisions requiring payment to be made for the ratable account of the Banks, (j) amend the definition of “Pro Rata Share” or (k) require the duration of an Interest Period to be more than six months if such period is not available to all Banks; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any Issuing Bank in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent or such Issuing Bank, as the case may be, under this Agreement or any other Credit Document. In addition, none of the following decisions shall be made without the written consent of the Required Lenders:

(a)[Reserved];

(b)any determination to make a Borrowing after the occurrence and during the continuance of an Event of Default;

(c)[Reserved];

(d)any waiver of or any amendment to the financial covenants contained in Article VII of this Agreement or any definitions used therein;

(e)any waiver or modification of the covenants contained in Article V or Article VI;

(f)any amendment, supplement or modification to, or waiver of, the provisions of Section 8.01 of this Agreement;

(g)any determination to send notice to the Borrower of, or otherwise declare, an Event of Default pursuant to Section 8.01 of this Agreement;

(h)any determination to accelerate the Obligations pursuant to Section 8.02 of this Agreement;

(i)any exercise of remedies under any Credit Document;

(j)any waiver for more than 45 days of, or any amendment to, the reporting requirements set forth in clauses (a)-(d) of Section 5.05 of this Agreement;

(k)any material waiver of the conditions to a Hotel Property qualifying as either an Unencumbered Property or a Permitted Non‑Unencumbered Property; and

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(l)any other waiver or modification of the Credit Documents unless the applicable provision of this Agreement expressly permits such waiver or modification to be made by the Administrative Agent.

Any amendment to this Agreement which extends the expiration date of any Letter of Credit beyond the Maturity Date shall require the written consent of any Bank affected by such amendment. Any amendment to this Agreement including a covenant of the Parent or any of its Subsidiaries or amendment to a definition shall require the Borrower’s written consent. Anything herein to the contrary notwithstanding, during such period as a Bank is a Defaulting Lender, to the fullest extent permitted by applicable law, such Bank will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Advances or other extensions of credit of such Bank hereunder will not be taken into account in determining whether the Required Lenders or all of the Banks, as required, have approved any such amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period; provided, that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

Section 11.02Notices, Etc. (a) Except as specifically provided herein, all notices and other communications shall be in writing (including telecopy or telex) and mailed, telecopied, telexed, hand delivered or delivered by a nationally recognized overnight courier, (a) if to the Borrower, at its address at 3 Bethesda Metro Center, Suite 12007550 Wisconsin Avenue, 10th Floor, Bethesda, Maryland 20814, Attention: Mr. Bruce A. Riggins, with a copy to William Diamond at DeCampo Diamond & Ash, 747 Third Avenue, New York, New York 10017 (telephone: (212) 758-1710; telecopy (212) 758-1728) and a copy to Robert K. Hagan at Hagan & Vidovic, LLP, Suite 4322, 200 East Randolph Drive, Chicago, Illinois 60601 (telephone: (312) 228-2050; telecopy (312) 228-0982); (b) if to any Bank at its Domestic Lending Office; (c) if to the Administrative Agent, at its address at Citibank, N.A.Agency Department, 1615 Brett Road OPS III, New Castle, Delaware 19720, Attention: Global Loans AgencyBank Loan Syndications Department, (telecopy: (212) 994-0961646) 274-5080; telephone: (302) 894-6010; (d) if to Citibank as Issuing Bank, at its address at 1615 Brett Road OPS III, New Castle, Delaware 19720, Attention: Global Loans AgencyBank Loan Syndications Department, (telecopy: (212) 994-0961646) 274-5080; telephone: (302) 894-6010), (e) if to the Existing Issuing Bank, at its Domestic Lending Office, or, (f) as to each party, at such other address or telecopier number as shall be designated by such party in a written notice to the other parties. All such notices and communications shall (i) when mailed, telecopied, telexed or hand delivered or delivered by overnight courier, be effective three days after deposited in the mails, when telecopy transmission is completed, when confirmed by telex answer-back or when delivered, (ii) when delivered by posting to an Approved Electronic Platform, an Internet website or a similar telecommunication device requiring that a user have prior access to such Approved Electronic Platform, website or other device (to the extent permitted by Section 11.02(b) to be delivered thereunder), when such notice, demand, request, consent and other communication shall have been made generally available on such Approved Electronic Platform, Internet website or similar device to the class of Person being notified (regardless of whether any such Person must accomplish, and whether or not any such Person shall have accomplished, any action prior to obtaining access to such items, including registration, disclosure of contact information, compliance with a standard user agreement or undertaking a duty of confidentiality) and such Person has been notified in respect of such posting that a communication has been posted to the Approved Electronic Platform, provided that if requested by any Bank or any Issuing Bank, the Administrative Agent shall deliver a copy of the Communications to such Bank or Issuing Bank by e-mail or telecopier and (iii) when delivered by electronic mail or any other

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telecommunications device, upon receipt by the sender of a response from any one recipient, or from an employee or representative of the Person receiving notice on behalf of such Person, acknowledging receipt (which response may not be an automatic computer-generated response) and an identical notice is also sent simultaneously by mail, overnight courier or personal deliver as otherwise provided in this Section 11.02; provided, however, that notices and communications to the Administrative Agent pursuant to Article II or Article X shall not be effective until received by the Administrative Agent; provided further that any notice or communication which is delivered after the close of regular business hours of the recipient shall be deemed received on the next Business Day. Delivery by telecopier of an executed counterpart of a signature page to any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof. Each Bank and each Issuing Bank agrees (i) to notify the Administrative Agent in writing of such Bank or such Issuing Bank’s e-mail address to which a notice may be sent by electronic transmission (including by electronic communication) on or before the date such Bank and such Issuing Bank becomes a party to this Agreement (and from time to time thereafter to ensure that the Administrative Agent has on record an effective e-mail address for such Bank and such Issuing Bank) and (ii) that any notice may be sent to such e-mail address.

(b)Notwithstanding clause (a) (unless the Administrative Agent requests that the provisions of clause (a) be followed) and any other provision in this Agreement or any other Credit Document providing for the delivery of any Approved Electronic Communication by any other means, the Borrower and the Guarantors shall deliver all Approved Electronic Communications to the Administrative Agent by properly transmitting such Approved Electronic Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to global.loans.support@citigroup.com or such other electronic mail address (or similar means of electronic delivery) as the Administrative Agent may notify to the Borrower. Nothing in this clause (b) shall prejudice the right of the Administrative Agent or any Bank or any Issuing Bank to deliver any Approved Electronic Communication to the Borrower or any Guarantor in any manner authorized in this Agreement or to request that the Borrower effect delivery in such manner.

(c)Each of the Banks and the Borrower and each Guarantor agrees that the Administrative Agent may, but shall not be obligated to, make the Approved Electronic Communications available to the Banks by posting such Approved Electronic Communications on IntraLinks™ or a substantially similar electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”). Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Closing Date, a dual firewall and a User ID/Password Authorization System) and the Approved Electronic Platform is secured through a single-user-per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Banks and the Borrower and each Guarantor acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution. In consideration for the convenience and other benefits afforded by such distribution and for the other consideration provided hereunder, the receipt and sufficiency of which is hereby acknowledged, each of the Banks and the Borrower and each Guarantor hereby approves distribution of the Approved Electronic Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.

(d)THE APPROVED ELECTRONIC PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NONE OF THE ADMINISTRATIVE AGENT NOR ANY OF ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE

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APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM AND EACH EXPRESSLY DISCLAIMS ANY LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES IN CONNECTION WITH THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM.

(e)Each of the Banks and the Borrower and each Guarantor agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Approved Electronic Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally-applicable document retention procedures and policies.

Section 11.03No Waiver; Remedies. No failure on the part of any Bank, the Administrative Agent, or any Issuing Bank to exercise, and no delay in exercising, any right hereunder or under any other Credit Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies provided in this Agreement and the other Credit Documents are cumulative and not exclusive of any remedies provided by law.

Section 11.04Costs and Expenses. The Borrower agrees to pay on demand all reasonable out‑of‑pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, due diligence, administration, modification and amendment of this Agreement, the Notes and the other Credit Documents and syndication of the Obligations including, without limitation, (a) the reasonable fees and out‑of‑pocket expenses of Shearman & Sterling LLP, counsel for the Administrative Agent (and no other Bank), and (b) to the extent not included in the foregoing, the costs of any local counsel, travel expenses of the Administrative Agent and its consultants and representatives, engineering reports, environmental reports, mortgage and intangible taxes (if any), and any title or Uniform Commercial Code search costs, any flood plain search costs, insurance consultant costs and other costs usual and customary in connection with a credit facility of this type. In addition, the Borrower agrees to pay on demand all reasonable out-of‑pocket costs and expenses, if any, of the Administrative Agent, each Issuing Bank, and each Bank (including, without limitation, reasonable counsel fees and expenses of the Administrative Agent, such Issuing Bank, and each Bank) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other Credit Documents.

Section 11.05Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent, and when the Administrative Agent shall have, as to each Bank, either received a counterpart hereof executed by such Bank or been notified by such Bank that such Bank has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, each Issuing Bank, each Bank and only to the extent specifically set forth in Section 9.01(f), each Qualified Unsecured Lender, and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights or delegate its duties under this Agreement or any interest in this Agreement without the prior written consent of each Bank.

Section 11.06Bank Assignments and Participations. (a) Assignments. Any Bank may assign to one or more banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it, any Notes held

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by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Bank’s rights and obligations under this Agreement and shall involve a ratable assignment of such Bank’s Commitment, such Bank’s Advances and such Bank’s participation in Letter of Credit Exposure, (ii) the amount of the resulting Commitment and Advances of the assigning Bank (unless it is assigning all its Commitment) and the assignee Bank pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 and shall be an integral multiple of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, (v) the consent of the Administrative Agent shall be required, which consent shall not be unreasonably withheld or delayed, except with respect to assignments to other Banks or an Affiliate of the assigning Bank, (vi) no such assignments shall be made to any Defaulting Lender, Potential Defaulting Lender, the Borrower or its Affiliates or any of their respective subsidiaries, any natural Person, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause, and (vii) each Eligible Assignee (other than an Eligible Assignee which is an Affiliate of the assigning Bank) shall pay to the Administrative Agent a $3,500 administrative fee; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder and (B) such Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto). Notwithstanding anything herein to the contrary, any Bank may assign, as collateral or otherwise, any of its rights under the Credit Documents, including to any Federal Reserve Bank or other central bank, and this Section shall not apply to any such assignment. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment will be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Administrative Agent and, unless a Default has occurred and is continuing, the Borrower, which consent shall not be unreasonably withheld or delayed, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each Issuing Bank and each other Bank hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Advances and participants in Letters of Credit. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder becomes effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(b)Term of Assignments. By executing and delivering an Assignment and Acceptance, the Bank thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or

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representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency of value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the Guarantors or the performance or observance by the Borrower or the Guarantors of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements and filings under the Exchange Act referred to in Sections 4.06 and 5.05, if applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Bank.

(c)The Register. The Administrative Agent shall maintain at its address referred to in Section 11.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitments of, and principal amount of the Advances owing to, each Bank from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks, and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Bank at any reasonable time and from time to time upon reasonable prior notice.

(d)Procedures. Upon its receipt of an Assignment and Acceptance executed by a Bank and an Eligible Assignee, together with the Note subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of the attached Exhibit B, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and (iii) give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Note, a new Note payable to the order of such Eligible Assignee in amount equal to, respectively, the Commitment and the outstanding Advances assumed by it pursuant to such Assignment and Acceptance, and if the assigning Bank has retained any Commitment hereunder, a new Note payable to the order of such Bank in an amount equal to, respectively, the Commitment and the outstanding Advances retained by it hereunder. Such new Note shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the attached Exhibit A.

(e)Participations. Each Bank may sell participations to one or more banks or other entities (excluding natural Persons) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participation interest in the Letter of Credit Obligations, and the Notes held by it); provided, however, that (i) such Bank’s obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Bank shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Administrative Agent, and the Issuing Banks and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights

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and obligations under this Agreement, and (v) such Bank shall not require the participant’s consent to any matter under this Agreement, except for change in the principal amount of any Note in which the participant has an interest, reductions in fees or interest, or extending the Maturity Date except as permitted in this Agreement. The Borrower hereby agrees that participants shall have the same rights under Sections 2.08, 2.09, and 2.11(c) hereof as the Bank to the extent of their respective participations, provided that no participant shall be able to collect in excess of amounts payable to the Bank selling to such participant under such Sections in respect of the interest sold to such participant or to collect any such amounts from the Borrower. Each Bank that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Advances or other obligations under the Credit Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(f)Confidentiality. Each Bank may furnish any information concerning the Borrower and its Subsidiaries in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing to preserve the confidentiality of any confidential information relating to the Borrower and its Subsidiaries received by it from or on behalf of such Bank in accordance with Section 11.20. Such Bank shall promptly deliver a signed copy of any such confidentiality agreement to the Administrative Agent.

Section 11.07Indemnification. (a) The Borrower shall indemnify the Administrative Agent, the Banks (in any capacity or title and including any lender which was a Bank hereunder prior to any full assignment of its Commitment), the Issuing Banks, and each affiliate thereof and their respective directors, officers, employees and agents from, and discharge, release, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees) to which any of them may become subject, insofar as such losses, liabilities, claims or damages (including reasonable legal fees) arise out of or result from (i) any actual or proposed use of the proceeds of any Advance, (ii) any breach by the Borrower or any Guarantor of any provision of this Agreement or any other Credit Document, (iii) any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing regardless of the identity of the party bringing such investigation, litigation or other proceeding, or (iv) any Environmental Claim or requirement of Environmental Laws concerning or relating to the present or previously‑owned or operated properties, or the operations or business, of the Borrower or any of its Subsidiaries, and the Borrower shall reimburse the Administrative Agent, each Issuing Bank, and each Bank, and each affiliate thereof and their respective directors, officers, employees and agents, upon demand for any reasonable out-of-pocket expenses (including legal fees) incurred in connection with any such investigation, litigation or other proceeding; and expressly including any such losses, liabilities, claims, damages, or expense incurred by reason of the indemnified Person’s own negligence, but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of such indemnified Person’s gross negligence or willful misconduct or willful breach in bad faith of a material provision of this Agreement as determined in a final non-appealable judgment by a court of competent jurisdiction.

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(b)To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any such indemnified party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof.

(c)No indemnified Person referred to in this Section 11.07 shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Section 11.08Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 11.09Survival of Representations, Indemnifications, etc. All representations, warranties contained in this Agreement or made in writing by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of this Agreement and the Credit Documents, the making of the Advances and any investigation made by or on behalf of the Banks, none of which investigations shall diminish any Bank’s right to rely on such representations and warranties. All obligations of the Borrower provided for in Sections 2.08, 2.09, 2.11(c), 11.04 and 11.07 shall survive any termination of this Agreement and repayment in full of the Obligations.

Section 11.10Severability. In case one or more provisions of this Agreement or the other Credit Documents shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not be affected or impaired thereby.

Section 11.11Entire Agreement. This Agreement, the Notes and the other Credit Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

Section 11.12Usury Not Intended. It is the intent of the Borrower and each Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include

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more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Section 11.13Governing Law. ANY DISPUTE BETWEEN THE BORROWER, THE ADMINISTRATIVE AGENT, ANY ISSUING BANK, ANY BANK, OR ANY INDEMNITEE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.

Section 11.14Consent to Jurisdiction; Service of Process; Jury Trial. (a)ExclusiveJurisdiction. Except as provided in subsection (b), each of the parties hereto agrees that all disputes among them arising out of, connected with, related to, or incidental to the relationship established among them in connection with, this Agreement or any of the other Credit Documents whether arising in contract, tort, equity, or otherwise, shall be resolved exclusively by state or federal courts located in the City, county and state of New York, but the parties hereto acknowledge that any appeals from those courts may have to be heard by a court located outside of New York. Each of the parties hereto waives in all disputes brought pursuant to this subsection (a) any objection that it may have to the location of the court considering the dispute.

(b)Other Jurisdictions. The Borrower agrees that the Administrative Agent, any Bank or any Indemnitee shall have the right to proceed against the Borrower or its Property in a court in any location to enable such person to (1) obtain personal jurisdiction over the Borrower or (2) enforce a judgment or other court order entered in favor of such Person. The Borrower agrees that it will not assert any permissive counterclaims in any proceeding brought by such Person to enforce a judgment or other court order in favor of such Person. The Borrower waives any objection that it may have to the location of the court in which such Person has commenced a proceeding described in this subsection (b).

(c)Service of Process. The Borrower waives personal service of any process upon it and irrevocably consents to the service of process of any writs, process or summonses in any suit, action or proceeding by the mailing thereof by the Administrative Agent or the Banks by registered or certified mail, postage prepaid, to the Borrower addressed as provided herein. Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or the Banks to serve any such writs, process or summonses in any other manner permitted by applicable law. The Borrower irrevocably waives any objection (including, without limitation, any objection of the laying of venue or based on the grounds of forum non conveniens) which it may now or hereafter have to the bringing of any such action or proceeding with respect to this Agreement or any other instrument, document or agreement executed or delivered in connection herewith in any jurisdiction set forth above.

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(d)WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

(e)Waiver of Bond. The Borrower waives the posting of any bond otherwise required of any party hereto in connection with any judicial process or proceeding to realize on the collateral enforce any judgment or other court order entered in favor of such party, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other Credit Document.

Section 11.15Knowledge of Borrower. For purposes of this Agreement, “knowledge of the Borrower” means the actual knowledge of any of the executive officers and all other Responsible Officers of the Parent.

Section 11.16Banks Not in Control. None of the covenants or other provisions contained in the Credit Documents shall or shall be deemed to, give the Banks the rights or power to exercise control over the affairs and/or management of the Borrower, any of its Subsidiaries, any Material Subsidiary or any Guarantor, the power of the Banks being limited to the right to exercise the remedies provided in the Credit Documents.

Section 11.17Headings Descriptive. The headings of the several Sections and paragraphs of the Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

Section 11.18Time is of the Essence. Time is of the essence under the Credit Documents.

Section 11.19Scope of Indemnities. The Borrower acknowledges and agrees that certain of its Obligations and indemnities under this Agreement include any claims resulting from the negligence or alleged negligence of the Administrative Agent, the Banks, or any other Person being indemnified.

Section 11.20Confidentiality. (a) The Administrative Agent, each Issuing Bank and each Bank severally agrees that it will use its commercially reasonable efforts not to disclose without the prior written consent of the Parent or the Borrower (other than to an Affiliate or such Person’s or their Affiliate’s directors, officers, employees, auditors, regulators or counsel) any Information (as defined below) with respect to the Parent or the Borrower which is furnished pursuant to this Agreement except that the Administrative Agent, each Issuing Bank and each Bank may disclose any such Information (i) which is or becomes generally available to the public other than by a breach of this Section 11.20, (ii) which is known by or becomes known by such Person from another Person, (iii) as may be required or appropriate in any report, statement or testimony submitted to any Governmental Authority, regulatory authority or self-regulatory authority (whether in the United States or elsewhere), (iv) as may be required or appropriate in response to any summons or subpoena or any law, order, regulation, ruling or similar legal process applicable to the Administrative Agent, such Issuing Bank or such Bank, (v) to any other party hereto, (vi) in connection with the exercise

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of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (vii) subject to an agreement containing provisions substantially the same as those of this Section 11.20, to (A) any prospective participant or assignee in connection with any contemplated transfer pursuant to Section 11.06 in accordance with the provisions of Section 11.06(f) or (B) any actual or prospective party to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (viii) on a confidential basis to (A) any rating agency in connection with rating the Parent or its Subsidiaries or this Agreement or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to this Agreement, (ix) with the consent of the Borrower, or (x) to the extent such Information becomes available to the Administrative Agent, any Bank, any Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from the Parent or any of its Subsidiaries (including the Fee Letter and any information obtained based on a review of the books and records of the Parent or any of its Subsidiaries) relating to the Parent or any of its Subsidiaries or any of their respective businesses; provided that, in the case of information so received after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

(b)Notwithstanding anything to the contrary set forth herein or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, the parties hereto acknowledge and agree that (i) any obligations of confidentiality contained herein and therein do not apply and have not applied from the commencement of discussions between the parties to the tax treatment and tax structure of the transactions contemplated by the Credit Documents (and any related transactions or arrangements), and (ii) each party (and each of its employees, representatives, or other agents) may disclose to any and all parties as required, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by the Credit Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that each party recognizes that the privilege each has to maintain, in its sole discretion, the confidentiality of a communication relating to the transactions contemplated by the Credit Documents, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of the Internal Revenue Code, is not intended to be affected by the foregoing.

Section 11.21USA Patriot Act Notice. The Patriot Act and federal regulations issued with respect thereto require all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, the Administrative Agent (for itself and/or as Administrative Agent for all Banks hereunder) may from time-to-time request, and the Borrower shall provide the Administrative Agent, the Borrower’s and each Guarantor’s and Material Subsidiary’s name, address, tax identification number and/or such other identification information as shall be necessary for each Bank to comply with federal law. An “account” for this purpose may include, without limitation, a deposit account, cash management service, a transaction or asset account, a credit account, a loan or other extension of credit, and/or other financial services product.

Section 11.22No Fiduciary Duties. The Parent, the Borrower and each Guarantor agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any

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Bank or any Affiliate thereof, on the one hand, and the Parent, the Borrower or such Guarantor, as applicable, its stockholders or its Affiliates, on the other. The Parent, the Borrower and each Guarantor agrees that the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. The Parent, the Borrower and each Guarantor agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Parent, the Borrower and each Guarantor acknowledges that the Administrative Agent, the Issuing Banks, the Banks and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which the Parent, the Borrower or such Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Parent, the Borrower or such Guarantor) other than as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Banks acting as lenders hereunder, that the Administrative Agent, any Issuing Bank or any Bank may not be entitled to share with the Parent, the Borrower or any Guarantor. Without prejudice to the foregoing, each of the Parent, the Borrower and each Guarantor agrees that the Administrative Agent, the Issuing Banks, the Banks and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Issuing Banks and Banks were not lenders hereunder, and without any duty to account therefor to the Parent, the Borrower or any Guarantor. The Parent, the Borrower and each Guarantor hereby irrevocably waives, in favor of the Administrative Agent, the Issuing Banks and the Banks, any conflict of interest which may arise by virtue of the Administrative Agent, the Issuing Banks and the Banks acting in various capacities under the Credit Documents or for other customers of the Administrative Agent, any Issuing Bank or any Bank as described in this Section 11.22.

Section 11.23Release ofGuarantors. Within ten (10) Business Days following the written request by a Responsible Officer of the Parent, the Administrative Agent, on behalf of the Banks and the Issuing Banks, shall release any Guarantor (other than the Parent) from its obligations under this Agreement and each other Credit Document so long as: (a) there is no Default or Event of Default existing under this Agreement either at the time of such request or at the time such Guarantor is released; (b) the Parent shall have received and have in effect at such time an Investment Grade Rating; and (c) a Responsible Officer of the Parent delivers to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that such Guarantor requested to be released is either being released from its obligation under each Senior Financing Transaction or is not required to provide a guaranty with respect to any Senior Financing Transaction to which the Parent is a party or to which it is simultaneously (or substantially simultaneously) entering into (collectively, clauses (a), (b) and (c) shall be considered an “Investment Grade Release Event”).

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Annex B

[See attached.]

Exhibit C

Form of Compliance Certificate

This Compliance Certificate is executed this ___ day of _________, 20__, for the period ended _______ and is prepared pursuant to that certain Amended and Restated Senior Unsecured Credit Agreement dated as of January 8, 2014 as the same may be amended or modified from time to time (the “Agreement”), among LaSalle Hotel Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), LaSalle Hotel Properties, a Maryland real estate investment trust (the “Parent”), the Guarantors party thereto, the Banks party thereto, Citibank, N.A., as the Administrative Agent and the other parties from time to time party thereto. Capitalized terms used herein but not otherwise defined herein shall have the meanings specified by the Agreement.

1.Representations, Covenants, Defaults: Borrower hereby certifies to the Administrative Agent and the Banks, effective as of the date of execution of this Compliance Certificate, as follows:

1.1.Covenants. All covenants of Borrower set forth in Articles V and VI of the Agreement required to be performed as of the date hereof have been performed and maintained in all material respects, and such Covenants continue to be performed and maintained as of the execution date of this certificate, except as follows:

_________________________________ [specify]

1.2.Representations and Warranties. All representations and warranties of Borrower set forth in Article IV of the Agreement are true and correct in all material respects as of the execution date of this certificate, except as follows:

_________________________________ [specify]

1.3.Event of Default. There exists no Event of Default except as follows:

_________________________________ [specify]

2.Operating Covenants. Borrower hereby certifies to the Administrative Agent and the Banks, effective as of the calendar quarter ending ____________, ___, that the amounts and calculations made hereunder pursuant to Article VII of the Agreement are true and correct.

2.1.Fixed Charge Coverage Ratio (Section 7.01 of the Agreement).

Minimum Requirement - 1.50x

(a) Corporate EBITDA:$____________

(b) Aggregate FF&E Reserves:$____________

(c) (a) minus (b) above:$____________

(d) Fixed Charges:$____________

(e) Ratio of (c) to (d) above:_____________

2.2.Maintenance of Net Worth (Section 7.02 of the Agreement).

(a) Parent’s Net Worth (accordance with GAAP):$____________

(b) minority interest of Parent (in accordance with GAAP)$____________

(c) Sum of (a) and (b) above:$____________

The Minimum Tangible Net Worth for the Parent, as of the Rolling Period ending on __________, ____, is as set forth in (c) below, based upon the sum of (a) and (b):

(a) $1,797,950,250    $1,797,950,250

(b) 75% of net proceeds from any offering of Stock

or Stock Equivalents after September 30, 2015:$____________

(c) The sum of (a) and (b) above:$____________

2.5.Limitations on Total Liabilities of Parent (Section 7.03 of the Agreement).

Maximum Requirement - 6.50 to 1.00 provided such ratio may be increased to 7.00 to 1.00 ¹ 

(a) the Parent’s Total Liabilities:$____________

(b) Adjusted Corporate EBITDA, which is equal to (i) plus or minus (ii), as appropriate:

(i) Corporate EBITDA:$____________

(ii) Adjustments for Hotel Properties acquired

or disposed of: $____________

(iii) Adjusted Corporate EBITDA:$____________

(c) Leverage Ratio: total of (a) divided by (b)(iii) above:$____________

2.6.Limitations on Unsecured Indebtedness of Parent

(Section 7.04 of the Agreement).

Maximum Requirement - 60% provided such ratio may be increased to 65%² 

(a) Parent’s Unsecured Indebtedness:$____________

(b) Liquid Investments:$____________

(c) Sum of Asset Values of all Unencumbered Properties:$____________

(d) Sum of Lines (b) and (c) (Total Unencumbered Asset Value):$____________

(e) Ratio of (a) to (d):_____________

2.6.Limitations on Secured Indebtedness of Parent

(Section 7.05 of the Agreement).

Maximum Requirement - 45%

(a) Parent’s Secured Indebtedness:$____________

(b) Consolidated Total Book Value:$____________

(c) Ratio of (a) to (b):_____________

3.Other Covenants. Borrower hereby certifies to the Administrative Agent and the Banks, effective as of the Rolling Period ending _________, 20___, that the following amounts and calculations made pursuant to the Agreement are true and correct:

3.1.Applicable Margin (Article I of the Agreement)

Pursuant to Article I of the Agreement, [the Status applicable to the loan facility is ______________, based upon a Leverage Ratio of ____________ (as calculated above)] [the Debt Rating of the Parent is _________]³.Based on the foregoing, the Applicable Margin for each subsequent Advance is as follows:

Base Rate Advances:__________%

LIBOR Advances:__________%

Unused Commitment Fee:__________%

3.2.Unencumbered Properties (Article I of the Agreement)

A list of all Unencumbered Properties and the Asset Values therefor, is set forth on Schedule 1 to Compliance Certificate attached hereto.

[Balance of page intentionally left blank]

Executed as of the date first referenced above.

BORROWER:
LASALLE HOTEL OPERATING PARTNERSHIP, L.P.
By:	LaSalle Hotel Properties, its general partner
	By:
		Name:
		Title:

Schedule 1 to Compliance Certificate

List of Unencumbered Properties and Their Asset Values

Unencumbered PropertyAsset Value

EX-10.33

Exhibit 10.33

SECOND AMENDMENT TO THE

SENIOR UNSECURED TERM LOAN AGREEMENT

Dated as of November 5, 2015

This Second Amendment to the Senior Unsecured Term Loan Agreement (this “Amendment”) among LaSalle Hotel Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), LaSalle Hotel Properties, a Maryland real estate investment trust (the “Parent”), the subsidiaries of the Borrower party hereto (the “Subsidiary Guarantors” and together with the Parent, the “Guarantors”), CITIBANK, N.A. (“Citibank”), as administrative agent (the “Administrative Agent”) for the Banks, and the Required Lenders.

PRELIMINARY STATEMENTS:

(1)    The Borrower, the Guarantors, the Banks, the Administrative Agent and the other financial institutions party thereto entered into that certain Senior Unsecured Term Loan Agreement dated as of January 8, 2014, as amended by that certain First Letter Amendment dated as of June 20, 2014 (the “Existing Loan Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Existing Loan Agreement, as amended hereby;

(2)    In connection with the execution of that certain Senior Unsecured Term Loan Agreement dated as of the date hereof among the Borrower, the Guarantors, the Administrative Agent and certain lenders party thereto, the Administrative Agent and the Borrower wish to amend the Existing Loan Agreement to address certain changes to the terms thereof as set forth below; and

(3)    Subject to the terms and conditions herein, the Borrower, the Administrative Agent and the Required Lenders have agreed pursuant to Section 11.01 of the Existing Loan Amendment to amend the Existing Loan Agreement on the terms and subject to the conditions hereinafter set forth.

SECTION 1.Amendments to Existing Loan Agreement. The Existing Loan Agreement is, upon the occurrence of the Amendment Effective Date (as defined in Section 3 below), hereby amended as set forth below:

(a)The Existing Loan Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the comparison document attached as Annex A (as so amended, together with the schedules and exhibits to the Existing Loan Agreement, as any of the same are modified by this Amendment, the “Amended Loan Agreement”).

(b)The Existing Loan Agreement is hereby amended by deleting Exhibit C in its entirety and replacing it with a new Exhibit C in the form of Annex B hereto.

SECTION 2.Representations and Warranties. Each of the Borrower and each Guarantor hereby represents and warrants that:

(a)The representations and warranties contained in each of the Credit Documents (as amended or supplemented to date, including pursuant to this Amendment) to which it is a party are true and correct in all material respects on and as of the Amendment Effective Date (defined below), before and after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to an earlier date, in which case as of such earlier date).

(b)Such Person has taken all necessary corporate and other organizational action to authorize the execution, delivery and performance of this Amendment.

(c)This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(d)The execution and delivery of this Amendment does not (i) contravene any provision of the organizational documents of such Person or its general partner or managing member or (ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to such Person.

(e)No Default or Event of Default has occurred and is continuing, or would result from the entering into of this Amendment by any of the Borrower or any Guarantor.

SECTION 3.Conditions of Effectiveness. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which, and only if, the Administrative Agent shall have received on or before the date hereof, in form and substance satisfactory to the Administrative Agent (unless otherwise specified), counterparts of this Amendment executed by each of the Borrower and each Guarantor and those Banks comprising Required Lenders.

SECTION 4.Release of Unencumbered Properties. The Administrative Agent, by delivery of its counterpart of this Amendment, hereby releases each Subsidiary listed on Schedule 1 hereto from its obligations under the Guaranty in accordance with Section 5.09(b) of the Existing Loan Agreement.

SECTION 5.Reference to and Effect on the Existing Loan Agreement, the Notes and the Credit Documents. (a) This Amendment is a Credit Document. On and after the effectiveness of this Amendment, each reference in the Existing Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Loan Agreement, and each reference in the Notes and each of the other Credit Documents to “the Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Loan Agreement, shall mean and be a reference to the Existing Loan Agreement, as amended and modified by this Amendment to read in the form of the Amended Loan Agreement attached as Annex A.

(a)The Existing Loan Agreement, the Notes and each of the other Credit Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Bank or the Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of any of the Credit Documents.

(c)This Amendment shall not extinguish the obligations for the payment of money outstanding under the Existing Loan Agreement or the Amended Loan Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Loan Agreement, which shall remain in full force and effect, except to any extent modified hereby or as provided in the exhibits hereto. Except for the release set forth in Section 4 above, nothing implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Borrower or the Guarantors from the Credit Documents.

SECTION 6.Ratification. The Existing Loan Agreement (as amended by this Amendment) and each of the other Credit Documents are and shall continue to be in full force and effect and are hereby in all

respects ratified and confirmed. Except as expressly provided in this Amendment, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Bank or the Administrative Agent under the Existing Loan Agreement or any of the other Credit Documents, nor constitute a waiver of any provision of the Existing Loan Agreement or any of the other Credit Documents.

SECTION 7.Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 11.04 of the Existing Loan Agreement.

SECTION 8.Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier, facsimile or as a .pdf, .jpeg, .TIF, .TIFF attachment to an electronic mail message or similar electronic format shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 9.Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[Balance of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

BORROWER:
LASALLE HOTEL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
By:	LaSalle Hotel Properties General Partner
	By:	/s/ Bruce A. Riggins
		Name:	Bruce A. Riggins
		Title:	Chief Financial Officer

PARENT:
LASALLE HOTEL PROPERTIES, a Maryland real estate investment trust
By:	/s/ Bruce A. Riggins
	Name:	Bruce A. Riggins
	Title:	Chief Financial Officer

[Signatures continue on the next page]

GUARANTORS:
LASALLE HOTEL LESSE, INC., an Illinois corporation
By:	/s/ Bruce A. Riggins
	Name:	Bruce A. Riggins
	Title:	Chief Financial Officer

GLASS HOUSES, a Maryland real estate investment trust
By:	/s/ Bruce A. Riggins
	Name:	Bruce A. Riggins
	Title:	Chief Financial Officer

DA ENTITY, LLC, a Delaware limited liability company
By:	LaSalle Hotel Properties Member
	By:	/s/ Bruce A. Riggins
		Name:	Bruce A. Riggins
		Title:	Chief Financial Officer
and
By:	RDA Entity, Inc. Member
	By:	/s/ Bruce A. Riggins
		Name:	Bruce A. Riggins
		Title:	Chief Financial Officer

RDA ENTITY, INC. LHO GRAFTON HOTEL LESSEE, INC. LHO LE PARC LESSEE, INC. LHO SANTA CRUZ ONE LESSEE, INC. LUCKY TOWN BURBANK LESSEE, INC. RAMROD LESSEE, INC. LHO MISSION BAY ROSIE LESSEE, INC. PARADISE LESSEE, INC. GEARY DARLING LESSEE, INC. CHAMBER MAID LESSEE, INC. SEASIDE HOTEL LESSEE, INC. LET IT FLHO LESSEE, INC. LASALLE WASHINGTON ONE LESSEE, INC. LHO LEESBURG ONE LESSEE, INC. LHO SAN DIEGO ONE LESSEE, INC., LHOBERGE LESSEE, INC. DIM SUM LESSEE, INC. FUN TO STAY LESSEE, INC. SERENITY NOW LESSEE, INC. SOULDRIVER LESSEE, INC. SF TREAT LESSEE, INC. VIVA SOMA LESSEE, INC., each, a Delaware corporation
By:	/s/ Bruce A. Riggins
	Name:	Bruce A. Riggins
	Title:	Chief Financial Officer

LHO WASHINGTON HOTEL ONE, L.L.C. LHO WASHINGTON HOTEL TWO, L.L.C. LHO WASHINGTON HOTEL THREE, LLC LHO WASHINGTON HOTEL FOUR, L.L.C. LHO WASHINGTON HOTEL SIX, L.L.C. I&G CAPITOL, LLC LHO TOM JOAD CIRCLE DC, L.L.C. H STREET SHUFFLE, LLC SILVER P, LLC, each, a Delaware limited liability company
By:	Glass Houses Managing Member
	By:	/s/ Bruce A. Riggins
		Name:	Bruce A. Riggins
		Title:	Chief Financial Officer

DC ONE LESSEE, L.L.C. DC TWO LESSEE, L.L.C. DC THREE LESSEE, L.L.C. DC FOUR LESSEE, L.L.C. DC SIX LESSEE, L.L.C. DC I&G CAPITAL LESSEE, L.L.C. LHO TOM JOAD CIRCLE DC LESSEE, L.L.C. H STREET SHUFFLE LESSEE, LLC SILVER P LESSEE, LLC, each, a Delaware limited liability company
By:	LaSalle Washington One Lessee, Inc. Managing Member
	By:	/s/ Bruce A. Riggins
		Name:	Bruce A. Riggins
		Title:	Chief Financial Officer

NYC SERENADE, L.L.C. LHO CHICAGO RIVER, L.L.C. LHO ALEXIS HOTEL, L.L.C. LHO ONYX HOTEL ONE, L.L.C. PC FESTIVUS, LLC, LOOK FORWARD, LLC SUNSET CITY, LLC PDX PIONEER, LLC BEACH CHARM, LLC LHO BADLANDS, L.L.C. each, a Delaware limited liability company
By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
	By:	LaSalle Hotel Properties General Partner
		By:	/s/ Bruce A. Riggins
			Name:	Bruce A. Riggins
			Title:	Chief Financial Officer

SEASIDE HOTEL, LP, a Delaware limited partnership
By:	Seaside Hotel, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

GEARY DARLING, LP, a Delaware limited partnership
By:	Geary Darling, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

CHAMBER MAID, LP, a Delaware limited partnership
By:	Chamber Maid, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LET IT FLHO, LP, a Delaware limited partnership
By:	Let It FLHO, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO GRAFTON HOTEL, L.P., a Delaware limited partnership
By:	LHO Grafton Hotel, L.L.C. General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO LE PARC, L.P., a Delaware limited partnership
By:	LHO Le Parc, L.L.C. General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO SANTA CRUZ HOTEL, L.P., a Delaware limited partnership
By:	LHO Santa Cruz Hotel One, L.L.C. General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LUCKY TOWN BURBANK, L.P., a Delaware limited partnership
By:	Lucky Town Burbank, L.L.C. General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO MISSION BAY ROSIE HOTEL, L.P., a Delaware limited partnership
By:	LHO Mission Bay Rosie Hotel, L.L.C. General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO MISSION BAY HOTEL, L.P., a California limited partnership
By:	LHO San Diego Financing, L.L.C. General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO SAN DIEGO FINANCING, L.L.C., a Delaware limited liability company
By:	LaSalle Hotel Operating Partnership, L.P. Member
	By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO HOLLYWOOD LM, L.P., a Delaware limited partnership
	By:	LHO Hollywood Financing, Inc. General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO NEW ORLEANS LM, L.P., a Delaware limited partnership
	By:	LHO New Orleans Financing, Inc. General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

WILD INNOCENT I, LP, a Delaware limited partnership
By:	Innocent I, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

CHIMES OF FREEDOM, LLC, a Delaware limited liability company
By:	OF Freedom I, LLC Managing Member
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

WILD I, LLC CHIMES I, LLC OF FREEDOM I, LLC,each, a Delaware limited liability company
By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
	By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO ONYX ONE LESSEE, L.L.C. NYC SERENADE LESSEE, L.L.C. LHO CHICAGO RIVER LESSEE, L.L.C. LHO ALEXIS LESSEE, L.L.C. CHIMES OF FREEDOM LESSEE,LLC WILD INNOCENT I LESSEE, LLC PC FESTIVUS LESSEE, LLC, SUNSET CITY LESSEE, LLC LOOK FORWARD LESSEE, LLC PDX PIONEER LESSEE, LLC LHO BADLANDS LESSEE, L.L.C. HARBORSIDE LESSEE, LLC, each, a Delaware limited liability company
	By:	LaSalle Hotel Lessee, Inc. Managing Member
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHO SAN DIEGO HOTEL ONE, L.P.,a Delaware limited partnership
By:	LHO San Diego Hotel One, L.L.C. General Partner
	By:	LaSalle Hotel Operating Partnership, L.P.Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

LHOBERGE, LP a Delaware limited partnership
By:	LHOberge, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P.Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

DON’T LOOK BACK, LLC a Delaware limited liability company
By:	Look Forward, LLC Manager
	By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

DON’T LOOK BACK LESSEE, LLC a Delaware limited liability company
By:	Look Forward Lessee, LLC Managing Member
	By:	LaSalle Hotel Lessee, Inc. Managing Member
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

DIM SUM, LP a Delaware limited partnership
By:	Dim Sum, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P.Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

FUN TO STAY, LP a Delaware limited partnership
By:	FUN TO STAY, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P.Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

SERENITY NOW, LP a Delaware limited partnership
By:	SERENITY NOW, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P.Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

SOULDRIVER, L.P. a Delaware limited partnership
By:	Souldriver, L.L.C. General Partner
	By:	LaSalle Hotel Operating Partnership, L.P.Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

VIVA SOMA LP a Delaware limited partnership
By:	Viva Soma, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P.Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

SF TREAT, LP a Delaware limited partnership
By:	SF Treat, LLC General Partner
	By:	LaSalle Hotel Operating Partnership, L.P.Managing Member
		By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

HARBORSIDE, LLC, a Florida limited liability company
By:	LaSalle Hotel Operating Partnership, L.P. Managing Member
	By:	LaSalle Hotel Properties General Partner
			By:	/s/ Bruce A. Riggins
				Name:	Bruce A. Riggins
				Title:	Chief Financial Officer

Acknowledged and Agreed as of the date first above written:

CITIBANK, N.A., as Administrative Agent

By:    /s/ John C. Rowland                    Name: John C. Rowland    Title: Vice President

[Signatures continue on the next page]

REQUIRED LENDERS:

Citibank, N.A., as a Bank

By:    /s/ John C. Rowland                Name: John C. Rowland    

Title: Vice President

COMPASS BANK, as a Bank

By:    /s/ Don Byerly            Name: Don Byerly    Title: Senior Vice President

PNC BANK, NATIONAL ASSOCIATION,

as a Bank

By:    /s/ Katie V. Chowdhry            Name:     Katie V. Chowdhry    Title: Assistant Vice President

U.S. BANK NATIONAL ASSOCIATION,

as a Bank

By:    /s/ Lori    Y. Jensen            Name:     Lori Y. Jensen    Title: Senior Vice President

WELLS FARGO BANK, NATIONAL

ASSOCIATION, as a Bank

By:    /s/ Mark F. Monahan                Name: Mark F. Monahan

Title: Senior Vice President

BRANCH BANKING AND TRUST COMPANY,

as a Bank

By:    /s/ Brian Waldron                Name:     Brian Waldron    Title: Assistant Vice President

CREDIT AGRICOLE CORPORATE AND

INVESTMENT BANK, as a Bank

By:    /s/ Jason Chrein                Name: Jason Chrein    Title: Managing Director

By:    /s/ Joseph A. Asciolla            Name:     Joseph A. Asciolla    Title: Managing Director

RAYMOND JAMES BANK, N.A.,

as a Bank

By:    /s/ James M. Armstrong            Name:     James Armstrong    Title: Senior Vice President

ROYAL BANK OF CANADA,

as a Bank

By:    /s/ Joshua Freedman            Name:     Joshua Freedman    Title: Authorized Signatory

DEUTSCHE BANK AG NEW YORK BRANCH,

as a Bank

By:    /s/ James Rolison        Name:     James Rolison    Title: Managing Director

By:    /s/ Joanna Soliman        Name:     Joanna Soliman    Title: Vice President

TD BANK, N.A., as a Bank

By:    /s/ John Howell            Name: John Howell    Title: Vice President

BANK OF AMERICA, N.A., as a Lender Bank

By:    /s/ Roger C. Davis            Name:     Roger C. Davis    Title: Senior Vice President

BARCLAYS BANK PLC, as a Lender

By:    /s/ Christopher R. Lee            Name:     Christopher R. Lee

Title: Vice President

TAIWAN COOPERATIVE BANK, LTD.,

acting through its Los Angeles Branch,

as a Bank

By:    /s/ Ming-Chih Chen            Name:     Ming-Chih Chen    Title: VP & GM

Schedule 1

1.    Micasa Shucasa, LLC

2.    LHO Alexandria One, LLC

3.    LHO Alexandria One Lessee, LLC

4.    LHO Viking Hotel, LLC

Annex A

[See attached.]

(Includes First Letter Amendment dated as of June 20, 2014 and Second Amendment dated as of November 5, 2015)

SENIOR UNSECURED TERM LOAN AGREEMENT

Dated as of January 8, 2014

As amended by FIRST LETTER AMENDMENT dated as of June 20, 2014 and

SECOND AMENDMENT TO THE SENIOR UNSECURED TERM LOAN AGREEMENT

dated as of November 5, 2015

among

LASALLE HOTEL OPERATING PARTNERSHIP, L.P.,

as the Borrower,

LASALLE HOTEL PROPERTIES,

as the Parent,

THE GUARANTORS NAMED HEREIN,

as the Guarantors,

CITIBANK, N.A.,

as Administrative Agent,

The Banks Party Hereto,

as the Banks,

COMPASS BANK,

and

U.S. BANK NATIONAL ASSOCIATION,

as Co- Syndication Agents,

THE ROYAL BANK OF SCOTLAND PLC,

PNC BANK, NATIONAL ASSOCIATION,

WELLS FARGO BANK NATIONAL ASSOCIATION,

BRANCH BANKING AND TRUST COMPANY,

CRÉDITAGRICOLE CORPORATE AND INVESTMENT BANK,

RAYMOND JAMES BANK, N.A.,

ROYAL BANK OF CANADA,

and

SUMITOMO MITSUI BANKING CORPORATION,

as Co-Documentation Agents

and

CITIGROUP GLOBAL MARKETS INC.,

as Sole Lead Arranger and Sole Book Running Manager

TABLE OF CONTENTS

		PAGE
ARTICLE I	DEFINITIONS AND ACCOUNTING TERMS	1
Section 1.01	Certain Defined Terms	1
Section 1.02	Computation of Time Periods	26
Section 1.03	Accounting Terms; Changes in GAAP	26
Section 1.04	Types of Advances	27
Section 1.05	Miscellaneous	27
Section 1.06	Commitment Increases	27
ARTICLE II	THE ADVANCES	28
Section 2.01	The Term Loan Advances	28
Section 2.02	Method of Borrowing	28
Section 2.03	Fees	31
Section 2.04	[Reserved]	31
Section 2.05	Repayment of Advances	31
Section 2.06	Interest	31
Section 2.07	Prepayments	32
Section 2.08	Breakage Costs	32
Section 2.09	Increased Costs	33
Section 2.10	Payments and Computations	34
Section 2.11	Taxes	35
Section 2.12	Illegality	38
Section 2.13	[Reserved]	39
Section 2.14	Bank Replacement	39
Section 2.15	Sharing of Payments, Etc	39
ARTICLE III	CONDITIONS OF LENDING	40
Section 3.01	Conditions Precedent to Initial Advance	40
Section 3.02	Conditions Precedent for each Borrowing	42
ARTICLE IV	REPRESENTATIONS AND WARRANTIES	43
Section 4.01	Existence; Qualification; Partners; Subsidiaries	43
Section 4.02	Partnership and Corporate Power	44
Section 4.03	Authorization and Approvals	44
Section 4.04	Enforceable Obligations	44
Section 4.05	Parent Stock	44
Section 4.06	Financial Statements	45
Section 4.07	True and Complete Disclosure	45
Section 4.08	Litigation	45
Section 4.09	Use of Proceeds	45
Section 4.10	Investment Company Act	46
Section 4.11	Taxes	46
Section 4.12	Pension Plans	46
Section 4.13	Condition of Hotel Property; Casualties; Condemnation	46

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Section 4.14	Insurance	47
Section 4.15	No Burdensome Restrictions; No Defaults	47
Section 4.16	Environmental Condition	47
Section 4.17	Legal Requirements, Zoning, Utilities, Access	48
Section 4.18	Existing Indebtedness	48
Section 4.19	Title; Encumbrances	48
Section 4.20	Leasing Arrangements	48
Section 4.21	Unencumbered Properties	49
Section 4.22	OFAC	49
ARTICLE V	AFFIRMATIVE COVENANTS	49
Section 5.01	Compliance with Laws, Etc.	49
Section 5.02	Preservation of Existence, Separateness, Etc.	49
Section 5.03	Payment of Taxes, Etc.	50
Section 5.04	Visitation Rights; Bank Meeting	51
Section 5.05	Reporting Requirements	51
Section 5.06	Maintenance of Property	54
Section 5.07	Insurance	54
Section 5.08	Use of Proceeds	54
Section 5.09	New Guarantors	54
ARTICLE VI	NEGATIVE COVENANTS	55
Section 6.01	Liens, Etc.	55
Section 6.02	Indebtedness	55
Section 6.03	Agreements Restricting Distributions From Subsidiaries	56
Section 6.04	Restricted Payments	57
Section 6.05	Fundamental Changes; Asset Dispositions	57
Section 6.06	Participating Lessee Ownership	58
Section 6.07	Investments, Loans, Future Properties	58
Section 6.08	Affiliate Transactions	59
Section 6.09	Sale and Leaseback	59
Section 6.10	Sale or Discount of Receivables	59
Section 6.11	Restriction on Negative Pledges	59
Section 6.12	Material Documents	60
Section 6.13	Limitations on Development, Construction, Renovation and Purchase of Hotel Properties	60
Section 6.14	New York Mortgages	60
Section 6.15	OFAC	60
ARTICLE VII	FINANCIAL COVENANTS	61
Section 7.01	Fixed Charge Coverage Ratio	61
Section 7.02	Maintenance of Net Worth	61
Section 7.03	Limitations on Total Liabilities	61
Section 7.04	Limitations on Unsecured Indebtedness	61
Section 7.05	Limitations on Secured Indebtedness	61

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ARTICLE VIII	EVENTS OF DEFAULT; REMEDIES	61
Section 8.01	Events of Default	61
Section 8.02	Optional Acceleration of Maturity	64
Section 8.03	Automatic Acceleration of Maturity	64
Section 8.04	[Reserved]	65
Section 8.05	Non-exclusivity of Remedies	65
Section 8.06	Right of Set-off	65
ARTICLE IX	[RESERVED]	65
ARTICLE X	AGENCY PROVISIONS	65
Section 10.01	Authorization and Action	65
Section 10.02	Administrative Agent's Reliance, Etc.	66
Section 10.03	Administrative Agent and Its Affiliates	66
Section 10.04	Bank Credit Decision	66
Section 10.05	Indemnification	67
Section 10.06	Successor Administrative Agent	67
Section 10.07	Co-Syndication Agents, Sole Lead Arranger and Sole Book Running Manager, Co-Documentation Agents	67
Section 10.08	Designation of Additional Agents	68
ARTICLE XI	MISCELLANEOUS	68
Section 11.01	Amendments, Etc.	68
Section 11.02	Notices, Etc.	69
Section 11.03	No Waiver; Remedies	71
Section 11.04	Costs and Expenses	71
Section 11.05	Binding Effect	71
Section 11.06	Bank Assignments and Participations	71
Section 11.07	Indemnification	74
Section 11.08	Execution in Counterparts	74
Section 11.09	Survival of Representations, Indemnifications, etc.	74
Section 11.10	Severability	75
Section 11.11	Entire Agreement	75
Section 11.12	Usury Not Intended	75
Section 11.13	Governing Law	75
Section 11.14	Consent to Jurisdiction; Service of Process; Jury Trial	76
Section 11.15	Knowledge of Borrower	76
Section 11.16	Banks Not in Control	76
Section 11.17	Headings Descriptive	77
Section 11.18	Time is of the Essence	77
Section 11.19	Scope of Indemnities	77
Section 11.20	Confidentiality	77
Section 11.21	USA Patriot Act Notice	78
Section 11.22	No Fiduciary Duties	78
Section 11.23	Release of Guarantors	79

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EXHIBITS:

EXHIBIT A    —    FORM OF NOTEEXHIBIT B    —    FORM OF ASSIGNMENT AND ACCEPTANCE
EXHIBIT C    —    FORM OF COMPLIANCE CERTIFICATE
EXHIBIT D    —    FORM OF ENVIRONMENTAL INDEMNITY
EXHIBIT E    —    FORM OF GUARANTY
EXHIBIT F    —    FORM OF NOTICE OF BORROWING
EXHIBIT G    —    FORM OF NOTICE OF CONVERSION OR CONTINUATION

SCHEDULES:

SCHEDULE 1.01(A)    —    COMMITMENTS
SCHEDULE 1.01(B)    —    EXISTING PROPERTIESSCHEDULE 1.01(C)    —    GUARANTORS
SCHEDULE 1.01(D)    —    QUALIFIED GROUND LEASES
SCHEDULE 4.01    —    SUBSIDIARIES
SCHEDULE 4.08    —    LITIGATIONSCHEDULE 4.17    —    LEGAL REQUIREMENTS; ZONING; UTILITIES; ACCESS
SCHEDULE 4.18    —    EXISTING INDEBTEDNESSSCHEDULE 5.07    —    INSURANCE

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SENIOR UNSECURED TERM LOAN AGREEMENT

This SENIOR UNSECURED TERM LOAN AGREEMENT, dated as of January 8, 2014, is among LASALLE HOTEL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as the Borrower, LASALLE HOTEL PROPERTIES, a Maryland trust, as the Parent, the Guarantors from time to time party hereto, the Banks from time to time party hereto, CITIBANK, N.A., as Administrative Agent, COMPASS BANK and U.S. BANK NATIONAL ASSOCIATION, as Co-Syndication Agents, THE ROYAL BANK OF SCOTLAND PLC, PNC BANK, NATIONAL ASSOCIATION, WELLS FARGO BANK NATIONAL ASSOCIATION, BRANCH BANKING AND TRUST COMPANY, CRÉDITAGRICOLE CORPORATE AND INVESTMENT BANK, RAYMOND JAMES BANK, N.A., ROYAL BANK OF CANADA, and SUMITOMO MITSUI BANKING CORPORATION, as Co-Documentation Agents, and CITIGROUP GLOBAL MARKETS INC., as sole lead arranger and sole book running manager.

The Borrower has requested, and the Banks have agreed to extend, certain credit facilities on the terms and conditions of this Agreement (the “Facility”). In consideration of the mutual agreements contained in this Agreement, the parties hereto do hereby agree as follows:

WITNESSETH THAT:

WHEREAS, the Borrower has requested that the Banks extend credit to the Borrower, and the Banks, upon the occurrence of the Closing Date and subject to the terms hereof, have agreed to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Borrower pursuant hereto.

NOW, THEREFORE, in consideration of the recitals set forth above, which by this reference are incorporated into this Agreement set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and subject to the terms and conditions hereof and on the basis of the representations and warranties herein set forth, the parties hereto hereby agree to the following:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (unless otherwise indicated, such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Accession Agreement” means an Accession Agreement in the form attached respectively to the Guaranty and Environmental Indemnity as Annex 1 thereto, which agreement causes the Person executing and delivering the same to the Administrative Agent to become a party to the Guaranty and the Environmental Indemnity.

“Adjusted Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the greatest of (a) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate, (b) 2% per annum above the Federal Funds Rate and (c) one-month LIBOR as published on the applicable date of determination (or on the previous Business Day if such date of determination is not a Business Day), as the same may fluctuate from time to time, plus 1% per annum. Citibank’s base rate is a rate set by Citibank based upon various factors, including Citibank’s costs and desired return, general economic conditions and other factors, and is

used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such base rate announced by Citibank shall take effect at the opening of business on the day specified in the public announcement of such change.

“Adjusted Corporate EBITDA” means, for the Rolling Period of the Parent most recently ended for which financial statements have been, or are required to be, delivered to the Banks hereunder, the Corporate EBITDA for such period adjusted for (i) any Investments made or disposed of during such period to include or exclude, as appropriate, the Corporate EBITDA attributable to such Investments for such period, and (ii) any Hotel Property acquired or disposed of during such period to include or exclude, as appropriate, the Adjusted NOI of such Hotel Property for such period, plus the aggregate FF&E Reserves for such period for such Hotel Property; provided in each case that the addition or deduction of the Corporate EBITDA attributable to such Investments or such Hotel Property’s Adjusted NOI, as applicable, for such period is subject to verification by either an accounting firm reasonably acceptable to the Administrative Agent or written certification reasonably acceptable to the Administrative Agent from an officer of the Borrower that such Corporate EBITDA or Adjusted NOI, as the case may be, is true and accurate.

“Adjusted Net Worth” means, for the Parent as of any date, the sum of (a) the Parent’s Net Worth on such date plus (b) the minority interest reflected in the Parent’s balance sheet on such date determined in accordance with GAAP.

“Adjusted NOI” means, for any Hotel Property for the Rolling Period of the Parent most recently ended for which financial statements have been, or are required to be, delivered to the Banks hereunder, an amount (if positive) equal to (a) the net income of such Hotel Property for such period after taxes, as determined in accordance with GAAP, excluding, however, those items that the Administrative Agent determines are extraordinary items, including but not limited to (i) any net gain or loss during such period arising from the sale, exchange, or other disposition of capital assets (such term to include all fixed assets) other than in the ordinary course of business, (ii) any write‑up or write-down of assets, and (iii) expenses incurred in connection with hotel conversions prior to the opening of any such converted hotels; provided that to the extent that the net income for any Hotel Property does not include a reasonable allocation of administrative, accounting or other overhead of the Person or Persons who directly or indirectly own or lease such Hotel Property which directly pertains to the operation of Hotel Properties, then such allocation amount shall be deemed subtracted from such net income for purposes of the financial tests and other definitions contained in this Agreement which utilize Adjusted NOI, plus (b) to the extent deducted in determining Adjusted NOI, Interest Expense, income taxes, depreciation, amortization, and other non‑cash items for such period, as determined in accordance with GAAP, minus (c) the aggregate FF&E Reserves for such period for such Hotel Property; providedfurther that in no event shall the Adjusted NOI for any Hotel Property be less than zero.

“Administrative Agent” means Citibank, in its capacity as Administrative Agent for the Banks pursuant to Article X and any successor Administrative Agent appointed pursuant to Section 10.06.

“Advance” means an Advance by a Bank to the Borrower, any such Advance being either a Base Rate Advance or a LIBOR Advance.

“Affected Bank” has the meaning set forth in Section 2.14(a).

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person or any Subsidiary of such Person. The term “control” (including the terms “controlled by” or “under common control with”)

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means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of a Control Percentage, by contract or otherwise.

“Agreement” means this Senior Unsecured Term Loan Agreement, as amended by that certain First Letter Amendment dated as of June 20, 2014 and that certain Second Amendment to the Senior Unsecured Term Loan Agreement dated as of November 5, 2015, and as the same may be amended, modified, restated or supplemented from time to time.

“Allocation Percentage” means, for any Person, with respect to a Person’s Joint Venture Subsidiary, the percentage ownership interest of such Person in such Joint Venture Subsidiary.

“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to the Borrower, the Parent or their Subsidiaries from time to time concerning or relating to bribery, corruption or money laundering.

“Applicable Lending Office” means, with respect to each Bank, such Bank’s Domestic Lending Office in the case of a Base Rate Advance and such Bank’s LIBOR Lending Office in the case of a LIBOR Advance.

“Applicable Margin” means, with respect to each Type of Advance at any date, the applicable percentage per annum set forth below based upon the Status then in effect under the column for such Type of Advance.

	Leverage Ratio	Base Rate Advances	LIBOR Advances
Level I Status	< 4.00:1.00	0.60%	1.60%
Level II Status	> 4.00:1.00 but < 5.00:1.00	0.75%	1.75%
Level III Status	> 5.00:1.00 but < 5.50:1.00	0.95%	1.95%
Level IV Status	> 5.50:1.00 but < 6.00:1.00	1.05%	2.05%
Level V Status	> 6.00:1.00	1.35%	2.35%

; provided, however, that in the event that the Parent achieves an Investment Grade Rating, the Parent may, upon written notice to the Administrative Agent, elect to convert to the ratings-based pricing grid set forth below (a “Ratings Grid Election”), in which case, commencing upon the effectiveness of such notice, the interest rate will be LIBOR plus the applicable margin determined by the Debt Rating of the Parent, as set forth below. Any Ratings Grid Election shall be irrevocable (subject to the provisions of the paragraph following the grid below).

Debt Rating	Base Rate Advances	LIBOR Advances
A-/A3	0.00%	0.95%
BBB+/Baa1	0.05%	1.05%
BBB/Baa2	0.20%	1.20%
BBB-/Baa3	0.50%	1.50%

If Parent has made the Ratings Grid Election as provided above but thereafter fails to maintain an Investment Grade Rating by at least one of S&P or Moody’s, then the applicable interest rate margin shall be determined pursuant to clause (a) and (b) above, as applicable, during the period commencing on the date Parent no

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longer has an Investment Grade Rating by at least one of S&P or Moody’s and ending on the date Parent makes another Ratings Grid Election.

Notwithstanding the foregoing, if, as of the last day of any fiscal quarter, the Leverage Ratio exceeds 6.50 to 1.00 as permitted hereunder (other than as permitted in connection with a Material Acquisition or an Investment Grade Rating), then the Applicable Margin (whether based on the Leverage Ratio or the applicable Debt Rating) shall be increased by thirty-five basis points (0.35%) for the two consecutive fiscal quarters for which such increase is permitted pursuant to Section 7.03.

“Approved Electronic Communications” means each Communication that the Borrower or any Guarantor is obligated to, or otherwise chooses to, provide to the Administrative Agent pursuant to any Credit Document or the transactions contemplated therein, including any financial statement, financial and other report, notice, request, certificate and other information materials required to be delivered pursuant to Sections 5.05(a) through (d), (h), and (k); provided, however, that solely with respect to delivery of any such Communication by the Borrower or any Guarantor to the Administrative Agent and without limiting or otherwise affecting either the Administrative Agent’s right to effect delivery of such Communication by posting such Communication to the Approved Electronic Platform or the protections afforded hereby to the Administrative Agent in connection with any such posting, “Approved Electronic Communication” shall exclude (i) any notice of borrowing, notice of conversion or continuation, and any other notice, demand, communication, information, document and other material relating to a request for a new, or a conversion of an existing, Borrowing, (ii) any notice pursuant to Section 2.07(b) and any other notice relating to the payment of any principal or other amount due under any Credit Document prior to the scheduled date therefor, (iii) all notices of any Default or Event of Default and (iv) any notice, demand, communication, information, document and other material required to be delivered to satisfy any of the conditions set forth in Article III or any other condition to any Borrowing hereunder or any condition precedent to the effectiveness of this Agreement.

“Approved Electronic Platform” has the meaning specified in Section 11.02(c).

“Approved Other Country” means each of the following countries: Canada, Mexico, United Kingdom, France, Germany, Spain, Belgium, The Netherlands, Luxembourg, Italy, Portugal, Austria, Switzerland, Norway, Sweden, Denmark, U. S. Virgin Islands, Bahamas, and Puerto Rico.

“Approved Third Party Operating Leases” means all operating leases for which either the Borrower or a Material Subsidiary is the lessor thereunder, except any operating lease for which LaSalle Leasing or a Subsidiary of LaSalle Leasing is a lessee.

“Asset Disposition” means any sale, lease of substantially all of a Hotel Property (in which the Borrower or a Material Subsidiary is lessor), conveyance, exchange, transfer, or assignment of any Property by the Borrower or a Material Subsidiary to a Person other than the Borrower or a Material Subsidiary.

“AssetValue” means, with respect to any Hotel Property, as of any date, (a) the Calculated Value of such asset; provided, however, that the value of each Hotel Property during the first twelve (12) months following acquisition shall be equal to the greater of (i) the acquisition price or (ii) the Calculated Value, (b) in the case of any Development Property, the undepreciated book value of such Hotel Property as determined in accordance with GAAP, or (c) in the case of any Hotel Property held by a Joint Venture Subsidiary, the pro rata share of such Hotel Property as determined in accordance with clause (a) or (b), as applicable.

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“Assignment and Acceptance” means an assignment and acceptance entered into by a Bank and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of the attached Exhibit B.

“Banks” means the lenders listed on the signature pages of this Agreement and each Eligible Assignee that shall become a party to this Agreement pursuant to Section 11.06.

“Base Rate Advance” means an Advance which bears interest as provided in Section 2.06(a).

“Borrower” means LaSalle Hotel Operating Partnership, L.P., a Delaware limited partnership.

“Borrowing” means a borrowing consisting of simultaneous Advances of the same Type made by each Bank pursuant to Section 2.01 or Converted by each Bank to Advances of a different Type pursuant to Section 2.02(b).

“Business Day” means a day of the year on which banks are not required or authorized to close in New York City and, if the applicable Business Day relates to any LIBOR Advances, on which dealings are carried on in the London interbank market.

“Calculated Value” means for any Hotel Property (a) if such Hotel Property is leased to a Subsidiary of the Borrower, the Adjusted NOI for such Hotel Property for the preceding Rolling Period and, if such Hotel Property is not leased to a Subsidiary of the Borrower, the lesser of (i) the Adjusted NOI for such Hotel Property for the preceding Rolling Period or (ii) the actual rental payments received by the Parent or its Subsidiary under the participating lease for such Hotel Property during such Rolling Period divided by (b) the Capitalization Rate.

“Capital Expenditure” means any payment made directly or indirectly for the purpose of acquiring or constructing fixed assets, Real Property or equipment which in accordance with GAAP would be capitalized in the fixed asset accounts of such Person making such expenditure, including, without limitation, amounts paid or payable for such purpose under any conditional sale or other title retention agreement or under any Capital Lease, but excluding repairs of Property in the normal and ordinary course of business.

“Capitalization Event” means any sale or issuance by the Parent or any of its Subsidiaries of equity securities except for the issuance of the Borrower’s operating partnership units in exchange for a direct or indirect ownership interest in a Hotel Property or a Person that owns a Hotel Property.

“Capitalization Rate” means 8.258.00%, provided that with respect to any Hotel Property located in the central business district of New York City, New York; Washington, D.C.; Chicago, Illinois; San Francisco, California; orBoston, Massachusetts; San Diego, California; or urban properties in Los Angeles, California, the Capitalization Rate shall mean 7.757.25%.

“Capital Lease” means, for any Person, any lease of any Property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Capitalized Lease Obligations” means, as to any Person, the capitalized amount of all obligations of such Person or any of its Subsidiaries under Capitalized Leases, as determined on a Consolidated basis in conformity with GAAP.

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“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, state and local analogs, and all rules and regulations and requirements thereunder in each case as now or hereafter in effect.

“Citibank” means Citibank, N.A.

“Closing Date” means the date of this Agreement or such other date as may be agreed upon by the Borrower and the Administrative Agent.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute.

“Commitment” means, with respect to any Bank, the amount set opposite such Bank’s name on Schedule 1.01(a) as its Commitment, or if such Bank has entered into any Assignment and Acceptance, the amount set forth for such Bank as its Commitment in the Register maintained by the Administrative Agent pursuant to Section 11.06(c), as such amount may be reduced pursuant to Section 2.04.

“Compliance Certificate” means a certificate of the Borrower in substantially the form of the attached Exhibit C.

“Communications” means each notice, demand, communication, information, document and other material provided for hereunder or under any other Credit Document or otherwise transmitted between the parties hereto relating to this Agreement, the other Credit Documents, the Borrower or any Guarantor or any of their respective Affiliates, or the transactions contemplated by this Agreement or the other Credit Documents including, without limitation, all Approved Electronic Communications.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Consolidated” refers to the consolidation of the accounts of the Borrower with the Borrower’s Subsidiaries and the Parent with the Parent’s Subsidiaries, as applicable, in accordance with GAAP.

“Consolidated Total Book Value” means, at any time the same is to be determined, the aggregate book value of all assets that would appear on the balance sheet of the Parent and the Parent’s Subsidiaries determined on a Consolidated basis in accordance with GAAP, plus the aggregate book value of the accumulated depreciation of such assets determined on a Consolidated basis in accordance with GAAP.

“Control Percentage” means, with respect to any Person, the percentage of the outstanding capital stock of such Person having ordinary voting power which gives the direct or indirect holder of such stock the power to elect a majority of the Board of Directors of such Person.

“Controlled Group” means all members of a controlled group of corporations and all trades (whether or not incorporated) under common control which, together with the Parent and the Borrower, are treated as a single employer under Section 414 of the Code.

“Convert”, “Conversion”, and “Converted” each refers to a conversion of Advances of one Type into Advances of another Type pursuant to Section 2.02(b).

“Corporate EBITDA” means, for the Rolling Period of the Parent most recently ended for which financial statements have been, or are required to be, delivered to the Banks hereunder, an amount equal to (a) the net income of the Parent (on a Consolidated basis) for such period after taxes, as determined in

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accordance with GAAP, excluding, however, those items that the Administrative Agent determines are extraordinary items, including but not limited to (i) any net gain or loss during such period arising from the sale, exchange, or other disposition of capital assets (such term to include all fixed assets and all securities) other than in the ordinary course of business, (ii) any write‑up or write-down of assets, and (iii) expenses incurred in connection with hotel conversions prior to the opening of any such converted hotels, plus (b) to the extent deducted in determining Corporate EBITDA, Interest Expense, income taxes, depreciation, amortization, and other non‑cash items for such period, as determined in accordance with GAAP.

“Credit Documents” means this Agreement, the Notes, the Guaranties, the Environmental Indemnities, the Fee Letter and each other agreement, instrument or document executed by the Borrower, any of its Subsidiaries or the Parent at any time in connection with this Agreement.

“Debt Rating” means, as of any date of determination, the higher of the credit ratings then assigned to the Parent’s long-term senior unsecured debt by either of S&P or Moody’s. For purposes of the foregoing, a credit rating of BBB- from S&P is equivalent to a credit rating of Baa3 from Moody’s and vice versa. A credit rating of BBB from S&P is equivalent to a credit rating of Baa2 from Moody’s and vice versa. It is the intention of the parties that if the Parent shall only obtain a Debt Rating from one of S&P or Moody’s without seeking a credit rating from the other, the Borrower shall be entitled to the benefit of the pricing level for such credit rating. If the Parent obtains a Debt Rating from both of S&P and Moody’s, the higher of the two ratings shall control, provided that the lower rating is only one level below that of the higher rating. If, however, the lower rating is more than one level below that of the higher Debt Rating, the pricing level that is one level higher than the lower Debt Rating shall apply. If the Parent has only one Investment Grade Rating, then that Debt Rating shall apply. If the Parent obtains a Debt Rating from both of S&P and Moody’s and thereafter loses such rating from one of them, the Parent shall be deemed to not have a Debt Rating from such rating agency. At any time, if either of S&P or Moody’s shall no longer perform the functions of a securities rating agency, then the Borrower and the Administrative Agent shall promptly negotiate in good faith to agree upon a substitute rating agency or agencies (and to correlate the system of ratings of each substitute rating agency with that of the rating agency being replaced), and pending such amendment, the Debt Rating of the other of S&P and Moody’s, if one has been provided, shall continue to apply.

“Default” means (a) an Event of Default or (b) any event or condition which with notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Development Property” means either (a) a new Hotel Property under construction including the conversion of a non‑Hotel Property into a Hotel Property or (b) an existing Hotel Property which is undergoing an expansion pursuant to which the total guest rooms for such Hotel Property will be increased by 50% or more. Each Development Property shall continue to be classified as a Development Property hereunder until the achievement of Substantial Completion with respect to such Development Property, following which such Development Property shall be classified as a Hotel Property hereunder.

“Dollars” and “$” means lawful money of the United States of America.

“Domestic Lending Office” means, with respect to any Bank, the office of such Bank specified as its “Operations Contact” in the questionnaire such Bank provided to the Administrative Agent, or such other office of such Bank as such Bank may from time to time specify to the Borrower and the Administrative Agent.

“ECP” means an eligible contract participant as defined in the Commodity Exchange Act.

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“Effective Date” means the first date on which the conditions set forth in Article III shall be satisfied.

“Eligible Assignee” means (a) a commercial bank (or other financial institution acceptable to the Administrative Agent and, unless a Default has occurred and is continuing at the time any assignment is effected pursuant to Section 11.06, the Borrower, which approval shall not be unreasonably withheld or delayed) organized under the laws of the United States, or any State thereof, and having primary capital of not less than $250,000,000 and approved by the Administrative Agent, which approval will not be unreasonably withheld or delayed, (b) a commercial bank (or other financial institution acceptable to the Administrative Agent and, unless a Default has occurred and is continuing at the time any assignment is effected pursuant to Section 11.06, the Borrower, which approval shall not be unreasonably withheld or delayed) organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development and having primary capital (or its equivalent) of not less than $250,000,000 and approved by the Administrative Agent, which approval will not be unreasonably withheld or delayed, (c) a finance company, insurance company or other financial institution or fund (whether a corporation, partnership, trust or other entity) acceptable to the Administrative Agent and, unless a Default has occurred and is continuing at the time any assignment is effected pursuant to Section 11.06, the Borrower, which approval shall not be unreasonably withheld or delayed, that is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and having total assets in excess of $250,000,000, (d) a Bank (without approval of the Administrative Agent or the Borrower), and (e) an Affiliate of the respective assigning Bank, without approval of any Person but otherwise meeting the eligibility requirements of (a) or (b) above; provided, however, that neither the Borrower nor any Affiliate of the Borrower shall qualify as an Eligible Assignee under this definition. For avoidance of doubt, the Borrower shall have no approval or consent rights with respect to an Eligible Assignee so long as a Default has occurred and is continuing at the time any assignment is effected pursuant to Section 11.06.

“Environment” or “Environmental” shall have the meanings set forth in 42 U.S.C. § 9601(8), as amended.

“Environmental Claim” means any third party (including governmental agencies and employees) action, lawsuit, claim, demand, regulatory action or proceeding, order, decree, consent agreement or notice of potential or actual responsibility or violation (including claims or proceedings under the Occupational Safety and Health Acts or similar laws or requirements relating to health or safety of employees) which seeks to impose liability under any Environmental Law.

“Environmental Indemnity” means that certain Environmental Indemnification Agreement effective the date hereof executed by the Borrower, the Parent and the Guarantors, any additional Environmental Indemnity Agreements in substantially the form of the attached Exhibit D and any future environmental indemnities executed in connection with any Hotel Property, as any of such environmental indemnities may be amended hereafter in accordance with the terms of such agreements.

“Environmental Law” means all Legal Requirements arising from, relating to, or in connection with the Environment, health, or safety, including without limitation CERCLA, relating to (a) pollution, contamination, injury, destruction, loss, protection, cleanup, reclamation or restoration of the air, surface water, groundwater, land surface or subsurface strata, or other natural resources; (b) solid, gaseous or liquid waste generation, treatment, processing, recycling, reclamation, cleanup, storage, disposal or transportation; (c) exposure to pollutants, contaminants, hazardous, medical, infectious, or toxic substances, materials or wastes; (d) the safety or health of employees; or (e) the manufacture, processing, handling, transportation, distribution in commerce, use, storage or disposal of hazardous, medical, infectious, or toxic substances, materials or wastes.

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“Environmental Permit” means any permit, license, order, approval or other authorization under Environmental Law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Federal Reserve Board (or any successor), as in effect from time to time.

“Event of Default” has the meaning set forth in Section 8.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guaranty of such Guarantor or the grant of such security interest becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes illegal.

“Excluded Taxes” has the meaning set forth in Section 2.11(a).

“Existing Citi Term Loan Facility” means that certain senior unsecured term loan facility in favor of the Borrower and certain of its Affiliates pursuant to the Existing Citi Term Loan Agreement.

“Existing Citi Term Loan Agreement” means that certain Senior Unsecured Term Loan Agreement dated as of August 2, 2012 by and among the Borrower, the Parent, the guarantors named therein or party thereto from time to time, Citibank, as administrative agent thereunder, and the various banks party thereto from time to time, as the same may be extended or amended (other than any amendments that may be made in breach of Section 6.14).

“Existing Properties” means collectively the Hotel Properties listed on Schedule 1.01(b), and “Existing Property” means any of such Hotel Properties.

“Extension Date” has the meaning set forth in Section 1.07.

“Extension Fee” has the meaning set forth in Section 1.07.

“Facility” has the meaning set forth in the Preamble.

“FATCA” has the meaning set forth in Section 2.11(a).

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New

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York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for any such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any of its successors.

“Fee Letter” has the meaning set forth in Section 2.03(c).

“FF&E” means, with respect to any Hotel Property, all fixtures, furnishings, equipment, furniture, and other items of tangible personal property now or hereafter located on such Hotel Property or used in connection with the use, occupancy, operation and maintenance of all or any part of such Hotel Property, other than stocks of food and other supplies held for consumption in normal operation but including, without limitation, appliances, machinery, equipment, signs, artwork, office furnishings and equipment, guest room furnishings, and specialized equipment for kitchens, laundries, bars, restaurants, public rooms, health and recreational facilities, dishware, all partitions, screens, awnings, shades, blinds, floor coverings, hall and lobby equipment, heating, lighting, plumbing, ventilating, refrigerating, incinerating, elevators, escalators, air conditioning and communication plants or systems with appurtenant fixtures, vacuum cleaning systems, call or beeper systems, security systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials; reservation system computer and related equipment.

“FF&E Reserve” means, for any Person or any Hotel Property at any time, a reserve equal to four percent (4%) of gross revenues from any Hotel Property owned by such Person or from such Hotel Property, as applicable, for the Rolling Period of the Parent most recently ended for which financial statements have been, or are required to be, delivered to the Banks hereunder.

“Fiscal Quarter” means each of the three-month periods ending on March 31, June 30, September 30 and December 31.

“Fiscal Year” means the twelve-month period ending on December 31.

“Fixed Charge Coverage Ratio” means, as of the end of any Rolling Period, a ratio of (a) the Corporate EBITDA for such Rolling Period less the aggregate FF&E Reserves for such period in respect of each Hotel Property owned by the Parent or its Subsidiaries (whether located on land owned by or land leased to such owner of the Hotel Property) to (b) the Fixed Charges for such Rolling Period.

“Fixed Charges” means, for the Rolling Period of the Parent most recently ended for which financial statements are required to be delivered to the Banks hereunder, the sum of the following amounts for the Parent and the Parent’s Subsidiaries on a Consolidated basis: (a) the amount (without duplication) of all mandatory principal payments scheduled to be made (excluding optional prepayments and scheduled principal payments in respect of any such Indebtedness which is payable in a single installment at final maturity), (b) Parent’s Interest Expense, (c) all payments scheduled to be made in respect of Capital Leases, and (d) all preferred stock dividends.

“Funding Date” has the meaning set forth in Section 1.06(b).

“Future Property” means any Hotel Property except for the Existing Properties which the Borrower or any Subsidiary of the Borrower acquires.

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“GAAP” means United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent with the requirements of Section 1.03.

“Governmental Authority” means any foreign governmental authority, the United States of America, any state of the United States of America and any subdivision of any of the foregoing, and any agency, department, commission, board, authority or instrumentality, bureau or court having jurisdiction over any Bank, the Parent, the Borrower, any Subsidiaries of the Borrower or the Parent, any participating lessee, a manager or any of their respective Properties.

“Governmental Proceedings” means any action or proceedings by or before any Governmental Authority, including, without limitation, the promulgation, enactment or entry of any Legal Requirement.

“Guarantor” means (a) the Parent, (b) each Subsidiary which owns an Unencumbered Property, (c) each Operating Lessee, and (d) each Material Subsidiary, in each case excluding Permitted Other Subsidiaries and any Joint Venture Subsidiary which is contractually prohibited from acting as a Guarantor by the terms of (i) any document evidencing or securing Indebtedness of the Borrower or its Subsidiaries permitted by the terms of this Agreement or (ii) the organizational documents of such Person. The Guarantors on the Closing Date are identified on Schedule 1.01(c).

“Guaranty” means that certain Guaranty and Contribution Agreement effective the date hereof executed by the Parent, the Borrower and the Guarantors, evidencing the joint and several guaranty by the signatories thereto of the Obligations of Borrower in respect of the Credit Documents, any additional Guaranty and Contribution Agreements in substantially the form of the attached Exhibit E executed to secure Advances and any future guaranty and contribution agreement executed to secure Advances, as any of such agreements may be amended hereafter in accordance with the terms of such agreements.

“Hazardous Substance” means the substances identified as such pursuant to CERCLA and those regulated under any other Environmental Law, including without limitation pollutants, contaminants, petroleum, petroleum products, radio nuclides, radioactive materials, and medical and infectious waste.

“Hazardous Waste” means the substances regulated as such pursuant to any Environmental Law.

“Hotel Property” for any hotel means the Real Property and the Personal Property for such hotel.

“ICE LIBOR” has the meaning specified in the definition of Screen Rate.

“Improvements” for any hotel means all buildings, structures, fixtures, tenant improvements and other improvements of every kind and description now or hereafter located in or on or attached to the Land for such hotel; and all additions and betterments thereto and all renewals, substitutions and replacements thereof.

“Indebtedness” means (without duplication), at any time and with respect to any Person, (a) indebtedness of such Person for borrowed money (whether by loan or the issuance and sale of debt securities) or for the deferred purchase price of property or services purchased (other than amounts constituting trade payables, accruals or bank drafts arising in the ordinary course of business); (b) indebtedness of others in the amount which such Person has directly or indirectly assumed or guaranteed or otherwise provided credit support therefor or for which such Person is liable as a partner of such Person; (c) indebtedness of others in the amount secured by a Lien on assets of such Person, whether or not such Person shall have assumed such indebtedness; (d) obligations of such Person in respect of letters of credit, acceptance facilities, or drafts or similar instruments issued or accepted by banks and other financial

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institutions for the account of such Person (other than trade payables or bank drafts arising in the ordinary course); (e) obligations of such Person under Capital Leases; (f) obligations under interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements designed to protect against fluctuations in interest rates; and (g) all preferred stock that is issued by such Person that is redeemable by the holder thereof in cash, a cash equivalent or some type of Indebtedness or convertible to some type of Indebtedness.

“Indemnified Taxes” has the meaning set forth in Section 2.11(a).

“Interest Expense” means, for any Person for any period for which such amount is being determined, the total interest expense (including that properly attributable to Capital Leases in accordance with GAAP) and all charges incurred with respect to letters of credit determined on a Consolidated basis in conformity with GAAP, plus capitalized interest of such Person and its Subsidiaries.

“Interest Period” means, for each LIBOR Advance comprising part of the same Borrowing, the period commencing on the date of such Advance or the date of the Conversion of any Base Rate Advance into such an Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and Section 2.02 and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below and Section 2.02. The duration of each such Interest Period shall be one, two, three or six months, or, if approved by all Banks, twelve months, in each case as the Borrower may select, upon notice received by the Administrative Agent not later than 1:00 P.M. (New York City time) on the third Business Day prior to the first day of such Interest Period; provided, however, that the initial Interest Period shall be the period commencing on the Closing Date and ending on February 3, 2014; and providedfurther that:

(a)Interest Periods for Advances of the same Borrowing shall be of the same duration;

(b)whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day;

(c)any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month in which it would have ended if there were a numerically corresponding day in such calendar month;

(d)each successive Interest Period shall commence on the day on which the next preceding Interest Period expires; and

(e)no Interest Period with respect to any portion of any Advance shall extend beyond the Maturity Date.

“Interest Rate Agreements” means (i) any Swap Contract between the Borrower and any Swap Bank, or (ii) any other interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement designed to protect the Borrower, the Parent or any of their respective Subsidiaries against fluctuations in interest rates.

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“Interpolated Rate” means, for the relevant Interest Period, the rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) which results from interpolating on a linear basis between:

(a)the applicable Published Screen Rate for the longest period (for which that Published Screen Rate is available) which is less than the relevant Interest Period; and

(b)the applicable Published Screen Rate for the shortest period (for which that Published Screen Rate is available) which exceeds the relevant Interest Period.

“Investment” means, with respect to any Person, (a) any loan or advance to any other Person, (b) the ownership, purchase or other acquisition of, any Stock, Stock Equivalents, other equity interest, obligations or other securities of, (i) any other Person, or (ii) all or substantially all of the assets of any other Person, or (iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any other Person, or (c) any joint venture or partnership with, or any capital contribution to, or other investment in, any other Person or any real property. Except as expressly provided otherwise, for purposes of determining compliance with any covenant contained in a Credit Document, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Investment Amount” means (a) for any Hotel Property the sum of (i) for any Existing Property, the amount set forth for such Existing Property on Schedule 1.01(b) attached hereto, and for any other Hotel Property, the aggregate purchase price paid by the Borrower or its Subsidiary for such other Hotel Property (giving effect to any securities used to purchase a Hotel Property at the fair market value of the securities at the time of purchase based upon the price at which such securities could be exchanged into the Parent’s common stock assuming such exchange occurred on the date of acquiring the Hotel Property), and (ii) 95% of (A) the actual cost of any Capital Expenditures or FF&E expenditures for such Hotel Property made by the Borrower or its Subsidiaries during any period minus (B) the FF&E Reserve for such Hotel Property, and (b) for any other Investment the aggregate purchase price paid by the Borrower or its Subsidiary for such other Investment (giving effect to any securities used to purchase such Investment at the fair market value of the securities at the time of purchase based upon the price at which such securities could be exchanged into the Parent’s common stock assuming such exchange occurred on the date of acquiring such Investment).

“Investment Grade Rating” means a Debt Rating of BBB- or better from S&P or a Debt Rating of Baa3 or better from Moody’s.

“Investment Grade Release Event” has the meaning set forth in Section 11.23.

“Joint Venture Guarantor” means a direct or indirect Wholly‑Owned Subsidiary of the Borrower that (a) has no assets other than its equity interests in Joint Venture Subsidiaries whose sole assets are Unencumbered Properties, (b) is not liable for any Indebtedness other than the Obligations, (c) complies in all material respects with all of the covenants and requirements of the Guarantors under the Credit Documents and (d) has delivered to the Administrative Agent either (A) an original Guaranty and Environmental Indemnity Agreement executed by it or (B) an Accession Agreement executed by it.

“Joint Venture Subsidiary” means any Subsidiary in which the Parent or any of its Subsidiaries (a) holds a majority of equity interests and (b) after giving effect to all buy/sell provisions contained in the applicable constituent documents of such Subsidiary, controls all material decisions of such Subsidiary, including without limitation the financing, refinancing and disposition of the assets of such Subsidiary.

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“Land” for any hotel means the real property upon which the hotel is located, together with all rights, title and interests appurtenant to such real property, including without limitation all rights, title and interests to (a) all strips and gores within or adjoining such property, (b) the streets, roads, sidewalks, alleys, and ways adjacent thereto, (c) all of the tenements, hereditaments, easements, reciprocal easement agreements, rights-of-way and other rights, privileges and appurtenances thereunto belonging or in any way pertaining thereto, (d) all reversions and remainders, (e) all air space rights, and all water, sewer and wastewater rights, (f) all mineral, oil, gas, hydrocarbon substances and other rights to produce or share in the production of anything related to such property, and (g) all other appurtenances appurtenant to such property, including without limitation, any now or hereafter belonging or in anywise appertaining thereto.

“LaSalle Leasing” means LaSalle Hotel Lessee, Inc.

“Legal Requirement” means any law, statute, ordinance, decree, requirement, order, judgment, rule, regulation (or official interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority.

“Lender Insolvency Event” means that (i) the Bank or its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) such Bank or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Bank or its Parent Company, or such Bank or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment.

“Leverage Ratio” means the percentage obtained by dividing (a) the Parent’s Total Liabilities by (b) the Adjusted Corporate EBITDA.

“LHL Facility” means that certain unsecured credit facility entered into by LaSalle Hotel Lessee, Inc., as borrower, and U.S. Bank National Association, as lender, pursuant to that certain Second Amended and Restated Revolving Credit Note, dated as of December 14, 2011, from LaSalle Hotel Lessee, Inc. to U.S. Bank National Association, in the maximum principal amount of $25,000,000, as amended simultaneously herewith, as the same may be extended or further amended to the extent permitted by Section 6.02.

“LIBOR” means, for the Interest Period for each LIBOR Advance comprising part of the same Borrowing, an interest rate per annum equal to (A) the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by the Administrative Agent to be the offered rate that appears on the Reuters Screen LIBOR01 Page (or any successor thereto) as the London interbank offered rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period (providedthat LIBOR for the initial Interest Period shall be computed on the basis of a 30-day term),Screen Rate determined as of approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period, provided that, if such rateScreen Rate is not available for any reason at such time, the rateScreen Rate above shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBOR Advance being made, continued or converted by Citibank and with a term equivalent to such Interest Period would be offered by Citibank’s London branch (or other Citibank branch or Affiliate) to major banks in the London or other offshore interbank market for Dollars at their request at approximately 11:00 A.M. (London time) two Business Days prior to the commencement of such Interest Period divided by (B) one minus the LIBOR Reserve Requirement. It is agreed that for purposes

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of this definition, LIBOR Advances made hereunder shall be deemed to constitute Eurocurrency Liabilities as defined in Regulation D and to be subject to the reserve requirements of Regulation D;provided furtherthat for the avoidance of doubt, in no circumstance shall LIBOR be less than zero for each LIBOR Advance that has not been identified by the Borrower in accordance with the terms of this Agreement as being subject to a Swap Contract with respect to the Loan between the Borrower and a Swap Bank.

“LIBOR Advance” means any Advance which bears interest as provided in Section 2.06(b).

“LIBOR Lending Office” means, with respect to any Bank, the office of such Bank specified as its “Operations Contact” in the questionnaire such Bank provided to the Administrative Agent, or such other office of such Bank as such Bank may from time to time specify to the Borrower and the Administrative Agent.

“LIBOR Reserve Requirement” shall mean, on any day, that percentage (expressed as a decimal fraction) which is in effect on such date, as provided by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including “Eurocurrency liabilities” as currently defined as Regulation D (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate LIBOR Rate Advances is determined) having a term equal to such Interest Period. Each determination by the Administrative Agent of the LIBOR Reserve Requirement, shall, in the absence of manifest error, be conclusive and binding upon the Borrower.

“Lien” means any mortgage, lien, pledge, charge, deed of trust, security interest, encumbrance or other type of preferential arrangement to secure or provide for the payment of any obligation of any Person, whether arising by contract, operation of law or otherwise (including, without limitation, the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement).

“Liquid Investments” means cash and the following:

(a)direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States;

(b)(i) negotiable or nonnegotiable certificates of deposit, time deposits, or other similar banking arrangements maturing within 180 days from the date of acquisition thereof (“bank debt securities”), issued by (A) any Bank or (B) any other bank or trust company which has a combined capital surplus and undivided profit of not less than $250,000,000, if at the time of deposit or purchase, such bank debt securities are rated not less than “A” (or the then equivalent) by the rating service of S&P or of Moody’s, and (ii) commercial paper issued by (A) any Bank or (B) any other Person if at the time of purchase such commercial paper is rated not less than “A-2” (or the then equivalent) by the rating service of S&P or not less than “P-2” (or the then equivalent) by the rating service of Moody’s, or upon the discontinuance of both of such services, such other nationally recognized rating service or services, as the case may be, as shall be selected by the Borrower with the consent of the Administrative Agent;

(c)repurchase agreements relating to investments described in clauses (a) and (b) above with a market value at least equal to the consideration paid in connection therewith, with any Person who regularly engages in the business of entering into repurchase agreements and has a combined capital surplus and undivided profit of not less than $250,000,000, if at the time of entering into

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such agreement the debt securities of such Person are rated not less than “A” (or the then equivalent) by the rating service of S&P or of Moody’s; and

(d)such other instruments (within the meaning of New York’s Uniform Commercial Code) as the Borrower may request and the Administrative Agent may approve in writing, which approval will not be unreasonably withheld.

“Material Acquisition” means the acquisition by the Borrower or any of its Subsidiaries, in a single transaction or in a series of related transactions, of one or more Hotel Properties or Persons owning Hotel Properties in which the total Investment Amount is equal to or greater than 10% of Consolidated Total Book Value at such time.

“Material Adverse Change” shall mean (a) a material adverse change in the business, financial condition, or results of operations of the Borrower, the Parent or the Borrower, the Parent and the Material Subsidiaries taken as a whole, in each case since the date of the most recent financial statements of the Parent delivered to the Banks pursuant to Section 5.05(b), (b) a material adverse change affecting the validity or enforceability of this Agreement or any Credit Document as against the Borrower or any Guarantor or (c) a material adverse change affecting the ability of the Borrower, the Parent or the Guarantors taken as a whole to perform their obligations under this Agreement or any other Credit Document.

“Material Subsidiary” means any Subsidiary of the Borrower which owns (a) a direct fee or leasehold interest in an Unencumbered Property (including pursuant to an Operating Lease) or (b) assets that have an aggregate undepreciated book value greater than $10,000,000.

“Maturity Date” means January 8, 2019.

“Maximum Rate” means the maximum nonusurious interest rate under applicable law.

“Minimum Tangible Net Worth” means, with respect to the Parent, at any time, the sum of (a) $1,418,939,2501,797,950,250plus (b) 75% of the aggregate net proceeds received by the Parent or any of its Subsidiaries after September 30, 20132015 in connection with any offering of Stock or Stock Equivalents of the Parent or its Subsidiaries; providedhowever, that any such net proceeds used solely for the purpose of redeeming the Parent’s preferred stock shall not be included in such sum.

“Moody’s” means Moody’s Investor Service Inc., and any successor thereto.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Parent, the Borrower or any member of a Controlled Group is making or accruing an obligation to make contributions.

“Net Income” means, for any period for which such amount is being determined, the net income of the Parent (on a consolidated basis) after taxes, as determined in accordance with GAAP, excluding, however, those items that the Administrative Agent determines are extraordinary items, including but not limited to (i) any net gain or loss during such period arising from the sale, exchange, or other disposition of capital assets (such term to include all fixed assets and all securities) other than in the ordinary course of business, (ii) any write‑up or write-down of assets and (iii) expenses incurred in connection with hotel conversions prior to the opening of any such converted hotels.

“Net Worth” means, for any Person, stockholders equity of such Person determined in accordance with GAAP.

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“New Property” means, as at any date, any Hotel Property that has been owned for less than four (4) Fiscal Quarters, by the Parent or by a Person that has been a Subsidiary of the Parent during such entire period.

“New York Mortgage” means any consolidated, amended and restated mortgage by and from a Subsidiary that owns a New York Property in favor of the Revolver Administrative Agent.

“New York Property” means any Hotel Property located in the State of New York (including the Park Central Asset).

“New York Term Note” means any consolidated, amended and restated promissory note made by a Subsidiary of the Borrower that owns a New York Property and payable to the order of the Revolver Administrative Agent for the ratable benefit of the Banks and with respect to which the Borrower is deemed to be a co-obligor with such Subsidiary.

“Non-Core Hotel Property” means a Hotel Property which is either (a) a full service hotel located in a secondary market or (b) a limited service hotel located in a non-urban market.

“Note” means a promissory note of the Borrower payable to the order of any Bank, in substantially the form of the attached Exhibit A, evidencing indebtedness of the Borrower to such Bank resulting from Advances owing to such Bank, and “Notes” means all of such promissory notes.

“Notice of Borrowing” means a notice of borrowing in the form of the attached Exhibit F signed by a Responsible Officer of the Borrower.

“Notice of Conversion or Continuation” means a notice of conversion or continuation in the form of the attached Exhibit G signed by a Responsible Officer of the Borrower.

“Obligations” means all Advances and other amounts payable by the Borrower to the Administrative Agent or the Banks under the Credit Documents. The foregoing shall also include all obligations under any Swap Contract between Borrower or Parent and any Swap Bank that is permitted to be incurred pursuant to Section 6.02(c), provided that in no event shall the Obligations of the Borrower and the Guarantors under the Credit Documents include the Excluded Swap Obligations.

“OFAC” means the Office of Foreign Asset Control of the Department of the Treasury of the United States.

“Operating Lease” means any operating lease of an Unencumbered Property between the applicable Subsidiary that owns such Unencumbered Property (whether in fee simple or subject to a Qualifying Ground Lease) and the applicable Operating Lessee that leases such Unencumbered Property, as each may be amended, restated, supplemented or otherwise modified from time to time.

“Operating Lessee” means a lessee of an Unencumbered Property pursuant to an Operating Lease.

“Parent” means LaSalle Hotel Properties, a Maryland trust.

“Parent Common Stock” means the common shares of beneficial interest of Parent, par value $.01 per share.

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“Parent Company” means, with respect to a Bank, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Bank, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Bank.

“Parent Hotel Properties” means all Hotel Properties owned or leased by the Parent or one of the Parent’s Subsidiaries, including without limitation Unencumbered Properties.

“Parent’s Interest Expense” means, for the period for which such amount is being determined, the Interest Expense for the Parent and the Parent’s Subsidiaries on a Consolidated basis.

“Park Central Asset” means the Hotel Property located at 870 Seventh Avenue, New York, New York and commonly known as the Park Central Hotel.

“Participant Register” has the meaning set forth in Section 11.06(e).

“Patriot Act” has the meaning set forth in Section 3.01(a)(ix).

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Permitted Encumbrances” means the Liens permitted to exist pursuant to Section 6.01.

“Permitted Hazardous Substances” means (a) Hazardous Substances, petroleum and petroleum products which are (i) used in the ordinary course of business and in typical quantities for a hotel and (ii) generated, used and disposed of in accordance with all Legal Requirements and good hotel industry practice and (b) non‑friable asbestos to the extent (i) that no applicable Legal Requirements require removal of such asbestos from the Hotel Property and (ii) such asbestos is encapsulated in accordance with all applicable Legal Requirements and such reasonable operations and maintenance program as may be required by the Administrative Agent.

“Permitted Hotel Sale” means the Asset Disposition of all or a portion of (a) a Hotel Property or (b) the ownership interest in a Subsidiary of the Borrower which owns a Hotel Property, in either case with respect to which no Default has occurred and is continuing or would occur upon the consummation of such Asset Disposition.

“Permitted Non‑Unencumbered Property” means any Hotel Property or other Property (a) which is not an Unencumbered Property; (b) which is owned by a Permitted Other Subsidiary; and (c) which neither is subject to any Environmental Claim, nor contains any Hazardous Substance which could reasonably be expected to cause a Material Adverse Change.

“Permitted Other Subsidiary” means a Wholly-Owned Subsidiary or a Joint Venture Subsidiary of the Borrower which (a) does not own any Unencumbered Property, and (b) is a bankruptcy remote, single purpose Person.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, limited liability company, joint venture or other entity, or a government or any political subdivision or agency thereof or any trustee, receiver, custodian or similar official.

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“Personal Property” for any Hotel Property means all FF&E, inventory and other personal property of every kind, whether now existing or hereafter acquired, tangible and intangible, now or hereafter located on or about the Land, and used or to be used in the future in connection with the operation of such Hotel Property.

“Plan” means an employee benefit plan (other than a Multiemployer Plan) maintained for employees of the Parent, the Borrower or any member of a Controlled Group and covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code.

“Prescribed Forms” means such duly executed form(s) or statement(s), and in such number of copies, which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (a) an income tax treaty between the United States and the country of residence of the Bank providing the form(s) or statement(s), (b) the Code, or (c) any applicable rule or regulation under the Code, permit the Borrower to make payments hereunder for the account of such Bank free of deduction or withholding of income or similar taxes (except for any deduction or withholding of income or similar taxes as a result of any change in or in the interpretation of any such treaty, the Code or any such rule or regulation).

“Property” of any Person means any property or assets (whether real, personal, or mixed, tangible or intangible) of such Person.

“Property Owner” for any Existing Property or Future Property, means the Person who owns fee or leasehold title interest (as applicable) in and to such Property.

“Pro Rata Share” means, at any time with respect to any Bank, either (a) the ratio (expressed as a percentage) of such Bank’s Commitment at such time to the aggregate Commitments at such time or (b) if the Commitments have been terminated, the ratio (expressed as a percentage) of such Bank’s aggregate outstanding Advances at such time to the aggregate outstanding Advances of all the Banks at such time.

“Published Screen Rate” has the meaning specified in the definition of “Screen Rate”.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time such Swap Obligation is incurred or such other Person as constitutes an ECP under the Commodity Exchange Act or any regulations promulgated thereunder.

“Qualified Ground Lease” means each of the ground leases or ground subleases set forth on Schedule 1.01(d) hereto and for a Future Property means any ground lease (a) which is a direct ground lease or ground sublease granted by the fee owner of real property or a master ground lessee from such fee owner, (b) which may be transferred and/or assigned without the consent of the lessor (or as to which the lease expressly provides that (i) such lease may be transferred and/or assigned with the consent of the lessor and (ii) such consent shall not be unreasonably withheld or delayed) or subject to certain reasonable pre‑defined requirements, (c) which has a remaining term (including any renewal terms exercisable at the sole option of the lessee) of at least twenty (20) years, (d) under which no material default has occurred and is continuing, (e) with respect to which a Lien may be granted without the consent of the lessor (but subject to customary requirements regarding the nature of the holder of such Lien and prior notice to the lessor), (f) which contains customary and reasonable lender protection provisions, including, without limitation, provisions to the effect that (i) the lessor shall notify any holder of a Lien in such lease of the occurrence of any default by the lessee under such lease and shall afford such holder the option to cure such default, and (ii) in the event that such lease is terminated, such holder shall have the option to enter into a new lease having terms substantially identical to those contained in the terminated lease and (g) which otherwise contains no non-customary terms that are material and adverse to the lessee.

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“Qualified Intermediary” shall have the meaning set forth in the definition of the term Unencumbered Property.

“Real Property” for any hotel means the Land and the Improvements for such hotel, including without limitation, any retail or office space incorporated in the Improvements or located on the Land, parking rights and any and all real property rights to other ancillary functions necessary or desirable for the operation of such hotel.

“Refinancing Debt” has the meaning set forth in Section 6.02(e).

“Register” has the meaning set forth in paragraph (c) of Section 11.06.

“REIT” means a real estate investment trust under Sections 856-860 of the Code.

“Release” shall have the meaning set forth in CERCLA or under any other Environmental Law.

“Reportable Event” means any of the events set forth in Section 4043(b) of ERISA.

“Required Lenders” means, at any time, Banks holding at least 51% of the aggregate unpaid principal amount of the Advances at such time.

“Response” shall have the meaning set forth in CERCLA or under any other Environmental Law.

“Responsible Officer” means the Chief Executive Officer, President, Executive Vice President, Chief Operating Officer, Chief Financial Officer, Director of Finance or Treasurer of any Person.

“Restricted Payment” means (a) any direct or indirect payment, prepayment, redemption, purchase, or deposit of funds or Property for the payment (including any sinking fund or defeasance), prepayment, redemption or purchase of Indebtedness not permitted by this Agreement, and (b) the making by any Person of any dividends or other distributions (in cash, property, or otherwise) on, or payment for the purchase, redemption or other acquisition of, any shares of any capital stock, any limited liability company interests or any partnership interests of such Person, other than dividends or distributions payable in such Person’s stock, limited liability company interests or any partnership interests.

“Revolver” means that certain unsecured revolving credit facility in favor of the Borrower and certain of its Affiliates pursuant to the Revolving Credit Agreement.

“Revolver Administrative Agent” means Citibank, N.A., in its capacity as administrative agent under the Revolving Credit Agreement and with respect to the Revolver, together with any of its successors or assigns in any capacity.

“Revolving Credit Agreement” means that certain Amended and Restated Senior Unsecured Credit Agreement dated as of the date hereof by and among the Borrower, the Parent, the guarantors named therein or party thereto from time to time, Citibank, as administrative agent thereunder, and the various lenders party thereto from time to time, as the same may be extended or further amended (other than any amendments that may be made in breach of Section 6.14).

“Rolling Period” means, as of any date, the four Fiscal Quarters ending on or immediately preceding such date.

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“Sanctions” has the meaning set forth in Section 4.22.

“Screen Rate” means, for any Interest Period, the rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) determined by the Administrative Agent to be the ICE Benchmark Administration Limited LIBOR Rate (“ICE LIBOR”) for deposits in Dollars (for delivery on the first day of such Interest Period) for a term equivalent to such Interest Period as published by Reuters or another commercially available source providing quotations of ICE LIBOR as designated by the Administrative Agent from time to time in place of Reuters (the “Published Screen Rate”); provided, however, that if the Published Screen Rate is not available for a period corresponding to the relevant Interest Period but is available for other periods, then “Screen Rate” shall mean the Interpolated Rate.

“S&P” means Standard & Poor’s Financial Services LLC, a division of McGraw-Hill Financial, Inc., and any successor thereto.

“Secured Indebtedness” means all Secured Recourse Indebtedness plus all Secured Non‑Recourse Indebtedness of the Parent and the Parent’s subsidiaries determined on a Consolidated basis in accordance with GAAP; provided, however, that Secured Indebtedness shall exclude the Indebtedness evidenced by any New York Term Note so long as (a) the Administrative Agent qualifies as a “Qualified Unsecured Lender” (as such term is defined and used in the Revolving Credit Agreement), and (b) the New York Property to which such New York Term Note relates is not subject any Liens other than the related New York Mortgage.

“Secured Non‑Recourse Indebtedness” of any Person means all Indebtedness of such Person with respect to which recourse for payment is limited to specific assets encumbered by a Lien securing such Indebtedness; provided, however, that personal recourse of a holder of Indebtedness against any obligor with respect thereto for fraud, misrepresentation, misapplication of cash, non‑payment of real estate taxes or ground lease rent, waste, non-permitted transfers or liens, bankruptcy, violation of special purpose covenants and other circumstances customarily excluded from non‑recourse provisions in non‑recourse financing of real estate shall not, by itself, prevent any Indebtedness from being characterized as Secured Non‑Recourse Indebtedness, providedfurther that if a personal recourse claim is made in connection therewith, such claim shall not constitute Secured Non‑Recourse Indebtedness for the purposes of this Agreement.

“Secured Recourse Indebtedness” of any Person means any Total Liabilities (excluding any Secured Non‑Recourse Indebtedness) of such Person for which the obligations thereunder are secured by a Lien on any assets of such Person or its Subsidiaries; provided, however, that the Indebtedness evidenced by a New York Mortgage shall not comprise Secured Recourse Indebtedness and shall be treated for all purposes under this Agreement as Unsecured Indebtedness, so long as (a) the Administrative Agent qualifies as a “Qualified Unsecured Lender” (as such term is defined and used in the Revolving Credit Agreement), and (b) the New York Property to which such New York Note relates is not subject to any Liens other than the related New York Mortgage.

“Senior Financing Transaction” means the incurrence of senior Unsecured Indebtedness by the Parent.

“Status” means the existence of Level I Status, Level II Status, Level III Status, or Level IV Status as the case may be. As used in this definition:

“Level I Status” exists at any date if, at such date, the Leverage Ratio is less than 4.00 to 1.00;

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“Level II Status” exists at any date if, at such date, the Leverage Ratio is greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00;

“Level III Status” exists at any date if, at such date, the Leverage Ratio is greater than or equal to 5.00 to 1.00 but less than 5.50 to 1.00;

“Level IV Status” exists at any date if, at such date, the Leverage Ratio is greater than or equal to 5.50 to 1.00 but less than 6.00 to 1.00; and

“Level V Status” exists at any date if, at such date, the Leverage Ratio is greater than or equal to 6.00 to 1.00.

Status shall be determined and changed as of the 45th day following any Fiscal Quarter; provided, that until the 45th day following the Fiscal Quarter first ending after the Closing Date, the Status shall be determined with reference to the Compliance Certificate delivered in connection with the initial Borrowing hereunder. The Leverage Ratio shall be based upon the components of the calculation of the Leverage Ratio for the Rolling Period just ended or as of the end of such Rolling Period, as applicable.

“Stock” means shares of capital stock, beneficial or partnership interests, participations or other equivalents (regardless of how designated) of or in a corporation or equivalent entity, whether voting or non‑voting, and includes, without limitation, common stock and preferred stock.

“Stock Equivalents” means all securities (other than Stock) convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any stock, whether or not presently convertible, exchangeable or exercisable.

“Subsidiary” of a Person means any corporation, association, partnership or other business entity of which more than 50% of the outstanding shares of capital stock (or other equivalent interests) having by the terms thereof ordinary voting power under ordinary circumstances to elect a majority of the board of directors or Persons performing similar functions (or, if there are no such directors or Persons, having general voting power) of such entity (irrespective of whether at the time capital stock (or other equivalent interests) of any other class or classes of such entity shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more Subsidiaries of such Person or by one or more Subsidiaries of such Person.

“Substantial Completion” means, with respect to any Development Property and as of any relevant date of determination, the substantial completion of all material construction, renovation and rehabilitation work then planned with respect to such Property.

“Swap Bank” means (a) any Person that is a Bank or an Affiliate of a Bank at the time that it becomes a party to a Swap Contract with the Borrower and (b) any Bank on the Closing Date or Affiliate of such Bank that is party to a Swap Contract with the Borrower in existence on the Closing Date, in each case to the extent permitted by Section 6.02(c).

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any

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combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Termination Event” means (a) the occurrence of a Reportable Event with respect to a Plan, as described in Section 4043 of ERISA and the regulations issued thereunder (other than a Reportable Event not subject to the provision for 30‑day notice to the PBGC under such regulations), (b) the withdrawal of the Parent, the Borrower or any of a Controlled Group from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the giving of a notice of intent to terminate a Plan under Section 4041(c) of ERISA, (d) the institution of proceedings to terminate a Plan by the PBGC, or (e) any other event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

“Total Commitments” means the aggregate amount of the Banks’ Commitments which shall initially be Three Hundred Million Dollars ($300,000,000); as such amount may be increased pursuant to the provisions of Section 1.06 or decreased pursuant to the provisions of Section 2.04 or other applicable provisions of this Agreement.

“Total Liabilities” of any Person means the sum of the following (without duplication): (a) all Indebtedness of such Person and its Subsidiaries determined on a Consolidated basis in conformity with GAAP, plus (b) such Person’s Unconsolidated Entity Percentage of Indebtedness (including Secured Non‑Recourse Indebtedness) of such Person’s Unconsolidated Entities, plus (c) to the extent not already included in the calculation of either of the preceding clauses (a) or (b), the aggregate amount of letters of credit for which such Person or any of its Subsidiaries would have a direct or contingent obligation to reimburse the issuers of such letters of credit upon a drawing under such letters of credit, minus (d) to the extent included in the calculation of any of the preceding clauses (a), (b) or (c), (i) trade payables and accruals incurred in the ordinary course of business, (ii) the amount of any minority interests and (iii) Capital Lease Obligations for a ground lease for any Hotel Property, minus (e), with respect to the Parent, the sum of (i) the Parent’s cash proceeds from (x) any sale or issuance of equity securities of the Parent or Indebtedness of the Parent, provided that such sale or issuance occurred within the 60 days preceding the date such Total Liabilities are determined and (y) any “like-kind exchange” under Section 1031 of the Code, provided that such “like-kind exchange” proceeds shall be held in escrow in accordance with the requirements of such Section 1031, (ii) Indebtedness that has been defeased in accordance with the loan documents for such Indebtedness and for which the Borrower certifies as to such defeasance in a manner reasonably satisfactory to the Administrative Agent and (iii) cash on hand of the Parent and its Subsidiaries in an amount not to exceed 0.50% of Consolidated Total Book Value, provided that such cash is not subject to any Lien or other encumbrance or restriction of any kind.

“Total Unencumbered Asset Value” means, at any date of determination, an amount equal to the sum of (i) the Asset Values of all Unencumbered Properties (which shall include any New York Property subject to a New York Mortgage) on such date plus (ii) Liquid Investments of the Parent on a Consolidated basis

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on such date that are not subject to any Liens of any kind (including any such Lien or restriction imposed by (A) any agreement governing Indebtedness and (B) the organizational documents of the Parent or any of its Subsidiaries) and, in each case, that (a) are not subject to any agreement (including (x) any agreement governing Indebtedness and (y) if applicable, the organizational documents of the Parent or any of its Subsidiaries) which prohibits or limits the ability of the Parent or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon such assets (excluding any agreement or organizational document which limits generally the amount of Indebtedness which may be incurred by the Parent or its Subsidiaries), and (b) are not subject to any agreement (including any agreement governing Indebtedness) which entitles any Person to the benefit of any Lien on such assets, or would entitle any Person to the benefit of any such Lien upon the occurrence of any contingency (including, without limitation, pursuant to an “equal and ratable” clause), but excluding any agreement that conditions the ability of the Parent or its Subsidiaries to encumber their assets upon the maintenance of one or more specified ratios that limit the ability of such Persons to encumber their assets but that do not generally prohibit the encumbrance of assets, or the encumbrance of specific assets); provided that, for purposes of calculating this amount, (1) Unencumbered Properties owned or leased by Joint Venture Subsidiaries may not exceed 25% of the Total Unencumbered Asset Value, and (2) Non-Core Hotel Properties may not comprise more than 10% of Total Unencumbered Asset Value.

“Type” has the meaning set forth in Section 1.04.

“Unconsolidated Entity” means, with respect to any Person, at any date, any other Person in whom such Person holds an Investment, which Investment is accounted for in the financial statements of such Person on an equity basis of accounting or as a loan or advance to the other Person, and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person, if such statements were prepared as of such date. Any Person that is an Unconsolidated Entity with respect to another Person shall not be deemed to be a Subsidiary of such Person.

“Unconsolidated Entity Percentage” means, for any Person, with respect to a Person’s Unconsolidated Entity, the percentage ownership interest of such Person in such Unconsolidated Entity; provided that, in the event that such Person is the general partner of such Unconsolidated Entity, such Person’s Unconsolidated Entity Percentage with respect to such Unconsolidated Entity shall be 100% with respect to any Indebtedness for which recourse may be made against any general partner of such Unconsolidated Entity (provided that such Indebtedness shall not be deemed to be recourse to such general partner solely because of customary carveouts to non‑recourse Indebtedness as described in the definition of “Secured Non-Recourse Indebtedness”); providedfurther that when the Investment in an Unconsolidated Entity is in the form of preferred stock or a loan or advance, the Unconsolidated Entity Percentage shall be a percentage equal to (a) the amount of such Investment divided by (b) the aggregate amount of the Investments by all Persons in the Unconsolidated Entity.

“Unencumbered” means, with respect to any Hotel Property, at any date of determination, the circumstance that such Hotel Property on such date:

(a)is not subject to any Liens (including restrictions on transferability or assignability) of any kind (including any such Lien or restriction imposed by (i) any agreement governing Indebtedness, and (ii) the organizational documents of the Borrower or any of its Subsidiaries, but excluding Permitted Encumbrances and, in the case of any Qualified Ground Lease (to the extent permitted by the definition thereof), restrictions on transferability or assignability in respect of such Qualified Ground Lease);

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(b)is not subject to any agreement (including (i) any agreement governing Indebtedness, and (ii) if applicable, the organizational documents of the Borrower or any of its Subsidiaries) which prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon such Hotel Property, other than Permitted Encumbrances (excluding any agreement or organizational document which limits generally the amount of Indebtedness which may be incurred by the Borrower or its Subsidiaries); and

(c)is not subject to any agreement (including any agreement governing Indebtedness) which entitles any Person to the benefit of any Lien (other than Permitted Encumbrances) on such Hotel Property, or would entitle any Person to the benefit of any such Lien upon the occurrence of any contingency (including, without limitation, pursuant to an “equal and ratable” clause).

For the purposes of this Agreement, any Hotel Property owned by a Subsidiary of the Borrower shall not be deemed to be Unencumbered unless both (i) such Hotel Property and (ii) all Stock owned directly or indirectly by Borrower in such Subsidiary is Unencumbered.

“Unencumbered Property” means, as of any date it is to be determined, each Hotel Property that is owned or leased by the Borrower or any Material Subsidiary, and that satisfies each of the following conditions:

(a)such Hotel Property (i) is Unencumbered, (ii) free of all material title defects, and (iii) either (A) owned (together with the land on which it is located) in fee simple by the Borrower or its direct or indirect Wholly-Owned Subsidiary or Joint Venture Subsidiary, (B) owned by the Borrower or its direct or indirect Wholly-Owned Subsidiary or Joint Venture Subsidiary and located on land leased to the Borrower or such Subsidiary pursuant to a Qualified Ground Lease, or (C) owned (together with the land on which it is located ) in fee simple by a qualified intermediary within the meaning of Internal Revenue Service Regulation 1.1031(k)-1(g)(4) that is acting for the benefit of the Borrower or its direct or indirect Wholly‑Owned Subsidiary or Joint Venture Subsidiary (each such entity, a “Qualified Intermediary”), all as evidenced by a copy of the most recent ALTA Owner’s Policy of Title Insurance (or commitment to issue such a policy to the Borrower or its Subsidiary owning or to own such Hotel Property) relating to such Hotel Property showing the identity of the fee titleholder thereto and all matters of record as of its date and, if such Hotel Property is owned by a Qualified Intermediary, documents establishing that the Qualified Intermediary acts at the direction of the Borrower or its direct or indirect Wholly‑Owned Subsidiary or Joint Venture Subsidiary;

(b)If the Property Owner for such Hotel Property is not the Borrower, the Property Owner shall be (i) either a Wholly-Owned Subsidiary or a Joint Venture Subsidiary of the Borrower whose sole assets are Unencumbered Properties, who is not liable for any Indebtedness other than the Obligations, who complies in all material respects with all of the covenants and requirements of Material Subsidiaries under the Credit Documents and who has delivered to the Administrative Agent an Accession Agreement executed by such Subsidiary (provided, however, that no Accession Agreement shall be required at any time after an Investment Grade Release Event has occurred), (ii) a Qualified Intermediary, as defined in clause (a) above, whose sole assets are Unencumbered Properties, who is not liable for any Indebtedness, and whose sole beneficiary is either the Borrower or a Wholly‑Owned Subsidiary or Joint Venture Subsidiary of the Borrower that complies in all material respects with all of the covenants and requirements of Material Subsidiaries under the Credit Documents and has delivered to the Administrative Agent an Accession Agreement executed by

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such Subsidiary (provided, however, that no Accession Agreement shall be required at any time after an Investment Grade Release Event has occurred), or (iii) a Joint Venture Subsidiary that has more than 50% of its outstanding equity interests owned by a Joint Venture Guarantor or the Borrower.

(c)if such Hotel Property is subject to a Qualified Ground Lease, no default by the lessee under the Qualified Ground Lease exists and the Qualified Ground Lease remains in full force and effect;

(d)such Hotel Property is free of all material structural defects;

(e)such Hotel Property is (i) in compliance, in all material respects, with all applicable Environmental Laws, and (ii) not subject to any material Environmental Claim;

(f)neither all nor any material portion of such Hotel Property shall be the subject of any proceeding by a governmental authority for the condemnation, seizure or appropriation thereof, nor the subject of any negotiations for sale in lieu of condemnation, seizure or appropriation;

(g)such Hotel Property is (i) located in either the United States of America or in an Approved Other Country and (ii) either (A) a full service hotel located in a resort, convention or urban market, (B) a limited service hotel located in an urban market, or (C) a Non-Core Hotel Property; and

(h)the Borrower shall have executed and acknowledged (or caused to be executed and acknowledged) and delivered to the Administrative Agent, on behalf of the Banks, all documents, and taken all actions reasonably required by the Administrative Agent from time to time to confirm the rights created or now or hereafter intended to be created under the Credit Documents, or otherwise to carry out the purposes of the Credit Documents, and the transactions contemplated thereunder, the Administrative Agent shall have received all other evidence and information that it may reasonably require.

For theavoidance of doubt, the Hotel Properties constituting the “Unencumbered Properties” under the Revolving Credit Agreement as of the date hereof shall be deemed to be Unencumbered Properties for the purposes of this Agreement.

“Unsecured Indebtedness” of any Person means the Total Liabilities of such Person, plus, with respect to the Parent, to the extent deducted in determining Total Liabilities, those items included in clause (e) of the definition of Total Liabilities, minus all Secured Indebtedness of such Person. Without limiting the foregoing and for purposes of clarification, Unsecured Indebtedness shall include any Indebtedness evidenced by a New York Term Note, so long as the New York Property to which such New York Note relates is not subject to any Liens other than the related New York Mortgage.

“Wholly-Owned Subsidiary” of a Person means any Subsidiary for which such Person’s ownership interest is 99% or more.

Section 1.02Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.

Section 1.03Accounting Terms; Changes in GAAP. (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basis.

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(b)Unless otherwise indicated, all financial statements of the Borrower and the Parent, all calculations for compliance with covenants in this Agreement, and all calculations of any amounts to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) in accordance with GAAP.

(c)If any changes in accounting principles after the Closing Date required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. Until covenants, standards, or terms of this Agreement are amended in accordance with this Section 1.3(c), such covenants, standards and terms shall be computed and determined in accordance with accounting principles in effect prior to such change in accounting principles.

(d)Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Section 1.04Types of Advances. Advances are distinguished by “Type”. The “Type” of an Advance refers to the determination whether such Advance is a LIBOR Advance or Base Rate Advance, each of which constitutes a Type.

Section 1.05Miscellaneous. Article, Section, Schedule and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Agreement, unless otherwise specified.

Section 1.06Commitment Increases. (a) The Borrower shall be entitled to request that the Total Commitments be increased to an amount not exceeding Five Hundred Million Dollars ($500,000,000); provided that (i) no Default then exists, (ii) the Borrower gives the Banks thirty (30) days’ prior written notice of such election, (iii) no Bank shall be obligated to increase such Bank’s Commitment without such Bank’s written consent which may be withheld in such Bank’s sole discretion, (iv) the Borrower, not the Banks or the Administrative Agent, shall be responsible for arranging for Persons to provide the additional Commitment amounts; and (v) any Person providing any additional Commitment amount must qualify as an Eligible Assignee and be reasonably acceptable to the Administrative Agent if such Person is not already a Bank. In connection with any such increase in the Total Commitments the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement.

(b)On the date (“Funding Date”) of any future increase in the Total Commitments permitted by this Agreement, such date designated by the Administrative Agent, the Banks whose Commitments have increased in connection with such future increase in the Total Commitments shall fund

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to the Administrative Agent such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances based upon the Commitments as of such Funding Date, and the Administrative Agent shall distribute the funds so received to the other Banks in such amounts as may be required to cause each of them to hold its Pro Rata Share of Advances as of such Funding Date. The Banks receiving such amounts to be applied to LIBOR Advances may demand payment of the breakage costs under Section 2.08 as though the Borrower had elected to prepay such LIBOR Advances on such date and the Borrower shall pay the amount so demanded as provided in Section 2.08. The first payment of interest received by the Administrative Agent after such Funding Date shall be paid to the Banks in amounts adjusted to reflect the adjustments of their respective Pro Rata Shares of the Advances as of the Funding Date.

ARTICLE II

THE ADVANCES

Section 2.01The Term Loan Advances. Each Bank severally agrees, on the terms and conditions set forth in this Agreement, to make a single Advance in U.S.Dollars to the Borrower on the Effective Date in an amount equal to such Bank’s total Commitment. The Borrower may from time to time prepay the Advances or any portion thereof pursuant to Section 2.07. Amounts repaid on the Advances may not be reborrowed.

Section 2.02Method of Borrowing. (a) Notice. Each Borrowing shall be made by telephone (promptly confirmed in writing on the same day) pursuant to a Notice of Borrowing, given not later than 1:00 P.M. (New York City time) (i) on the third Business Day before the date of the proposed Borrowing, in the case of a Borrowing consisting of LIBOR Advances, or (ii) on the Business Day before the date of the proposed Borrowing, in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give each Bank prompt notice on the day of receipt of such timely telephone call or Notice of Borrowing of such proposed Borrowing by telecopier. Each Notice of Borrowing shall be in writing or by telecopier specifying the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing,and (iv) whether such Borrowing is subject to a Swap Contract between the Borrower and a Swap Bank, and (v)if such Borrowing is to be comprised of LIBOR Advances, the Interest Period for each such Advance. In the case of a proposed Borrowing comprised of LIBOR Advances, the Administrative Agent shall promptly notify each Bank of the applicable interest rate under Section 2.06(b). Each Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 11.02, or such other location as the Administrative Agent may specify by written notice to the Banks, in same day funds, such Bank’s Pro Rata Share of such Borrowing. Upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at its account with the Administrative Agent or to such other account as the Borrower shall specify to the Administrative Agent in writing.

(b)Conversions and Continuations. In order to elect to Convert or continue Advances comprising part of the same Borrowing under this Section, the Borrower shall deliver an irrevocable Notice of Conversion or Continuation to the Administrative Agent at the Administrative Agent’s office no later than 1:00 P.M. (New York City time) (i) on the date which is at least three Business Days in advance of the proposed Conversion or continuation date in the case of a Conversion to or a continuation of a Borrowing comprised of LIBOR Advances and (ii) on the Business Day prior to the proposed conversion date in the case of a Conversion to a Borrowing comprised of Base Rate Advances. Each such Notice of Conversion or Continuation shall be in writing or by telecopier, specifying (i) the requested Conversion or continuation

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date (which shall be a Business Day), (ii) the Borrowing amount and Type of the Advances to be Converted or continued, (iii) whether a Conversion or continuation is requested, and if a Conversion, into what Type of Advances, and (iv) in the case of a Conversion to, or a continuation of, LIBOR Advances, the requested Interest Period. Promptly after receipt of a Notice of Conversion or Continuation under this paragraph, the Administrative Agent shall provide each Bank with a copy thereof and, in the case of a Conversion to or a continuation of LIBOR Advances, notify each Bank of the applicable interest rate under Section 2.06(b). For purposes other than the conditions set forth in Section 3.02, the portion of Advances comprising part of the same Borrowing that are Converted to Advances of another Type shall constitute a new Borrowing. If the Borrower shall fail to specify an Interest Period for a LIBOR Advance including the continuation of a LIBOR Advance, the Borrower shall be deemed to have selected a Base Rate Advance.

(c)Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above:

(i)[Reserved];

(ii)[Reserved];

(iii)at no time shall there be more than eight (8) Interest Periods applicable to outstanding LIBOR Advances;

(iv)the Borrower may not select LIBOR Advances for any Borrowing to be made, Converted or continued if a Default has occurred and is continuing;

(v)if any Bank shall, at any time prior to the making of any requested Borrowing comprised of LIBOR Advances, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation after the date hereof makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its LIBOR Lending Office to perform its obligations under this Agreement to make LIBOR Advances or to fund or maintain LIBOR Advances, then such Bank’s Pro Rata Share of such Borrowing shall be made as a Base Rate Advance, provided that such Base Rate Advance shall be considered part of the same Borrowing and interest on such Base Rate Advance shall be due and payable at the same time that interest on the LIBOR Advances comprising the remainder of such Borrowing shall be due and payable; and such Bank agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the effect of this paragraph and would not, in the reasonable judgment of such Bank, be otherwise materially disadvantageous to such Bank;

(vi)if the Administrative Agent is unable to determine the LIBOR for LIBOR Advances comprising any requested Borrowing, the right of the Borrower to select LIBOR Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance;

(vii)if the Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the LIBOR for LIBOR Advances comprising such Borrowing will not adequately reflect the cost to such Banks of making or funding their respective LIBOR Advances, as the case may be, for such Borrowing, the right of the Borrower to select LIBOR Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing

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such suspension no longer exist, and each Advance comprising such Borrowing shall be a Base Rate Advance; and

(viii)if the Borrower shall fail to select the duration or continuation of any Interest Period for any LIBOR Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Banks and such Advances will be made available to the Borrower on the date of such Borrowing as Base Rate Advances or, if an existing Advance, Converted into Base Rate Advances.

(d)Notices Irrevocable. Each Notice of Borrowing and Notice of Conversion or Continuation shall be irrevocable and binding on the Borrower. In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of LIBOR Advances, the Borrower shall indemnify each Bank against any loss, out-of-pocket cost or expense incurred by such Bank as a result of any condition precedent for Borrowing set forth in Article III not being satisfied for any reason, including, without limitation, any loss, cost or expense actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund the Advance to be made by such Bank as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(e)Administrative Agent Reliance. Unless the Administrative Agent shall have received notice from a Bank before the date of any Borrowing that such Bank will not make available to the Administrative Agent such Bank’s Pro Rata Share of the Borrowing, the Administrative Agent may assume that such Bank has made its Pro Rata Share of such Borrowing available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made its Pro Rata Share of such Borrowing available to the Administrative Agent, such Bank and the Borrower severally agree to immediately repay to the Administrative Agent on demand, and without duplication, such corresponding amount, together with interest on such amount, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable on each such day to Advances comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate for each such day. If such Bank shall repay to the Administrative Agent such corresponding amount and interest as provided above, such corresponding amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement even though not made on the same day as the other Advances comprising such Borrowing.

(f)Bank Obligations Several. The failure of any Bank to make the Advance to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, to make its Advance on the date of such Borrowing. No Bank shall be responsible for the failure of any other Bank to make the Advance to be made by such other Bank on the date of any Borrowing.

(g)Notes. Upon the request of a Bank, the indebtedness of the Borrower to such Bank resulting from Advances owing to such Bank shall be evidenced by the Note of the Borrower payable to the order of such Bank in substantially the form of Exhibit A; provided, however, that to the extent no Note has been issued to a Bank, this Agreement shall be deemed to comprise conclusive evidence for all purposes of the indebtedness resulting from the Advances and extensions of credit made hereunder.

(h)Bank Booking Vehicles. Each Bank may, at its option, make any Advance available to the Borrower by causing any foreign or domestic branch or Affiliate of such Bank to make such Advance;

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provided, however, that (i) any exercise of such option shall not affect the obligation of the Borrower or any Bank in accordance with the terms of this Agreement and (ii) nothing in this Section 2.02(h) shall be deemed to obligate any Bank to obtain the funds for any Advance in any particular place or manner or to constitute a representation or warranty by any Bank that it has obtained or will obtain the funds for any Advance in any particular place or manner.

Section 2.03Fees. (a) [Reserved].

(b)[Reserved].

(c)Administrative Agent Fees. The Borrower agrees to pay to the Administrative Agent for the Administrative Agent’s account the fees set forth in any separate letter agreement executed and delivered by the Borrower and to which the Administrative Agent is a party, as the same may be amended from time to time (collectively, the “Fee Letter”) in accordance with the terms thereof, as and when the same are due and payable pursuant to the terms of such Fee Letter.

Section 2.04[Reserved].

Section 2.05Repayment of Advances. The Borrower shall repay the outstanding principal amount of each Advance on the Maturity Date.

Section 2.06Interest. The Borrower shall pay interest on the unpaid principal amount of each Advance made by each Bank from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

(a)Base Rate Advances. If such Advance is a Base Rate Advance, a rate per annum (computed on the actual number of days elapsed, including the first day and excluding the last, based on (x) a 365 or 366, as the case may be, day year to the extent the interest rate is based upon Citibank’s base rate and (y) a 360 day year to the extent the interest rate is based upon either the Federal Funds Rate or LIBOR) equal at all times to the lesser of (i) the Adjusted Base Rate in effect from time to time plus the Applicable Margin and (ii) the Maximum Rate, payable in arrears on the first day of each calendar month, provided that during the continuance of an Event of Default, Base Rate Advances shall bear interest at a rate per annum equal at all times to the lesser of (1) the rate required to be paid on such Advance immediately prior to the date on which such Event of Default commenced plus two percent (2%) and (2) the Maximum Rate.

(b)LIBOR Advances. If such Advance is a LIBOR Advance, a rate per annum (computed on the actual number of days elapsed, including the first day and excluding the last, based on a 360 day year) equal at all times during the Interest Period for such Advance to the lesser of (i) the LIBOR for such Interest Period plus the Applicable Margin and (ii) the Maximum Rate, payable in arrears on the last day of such Interest Period, and on the date such LIBOR Advance shall be paid in full, and, with respect to LIBOR Advances having an Interest Period in excess of one month, the numerically corresponding day to the initial day of such Interest Period in each calendar month during such Interest Period; provided, however, that if there is no numerically corresponding day in any such month or if the Interest Period begins on the last Business Day of a calendar month, interest shall be payable on the last Business Day of each calendar month during the Interest Period; providedfurther that during the continuance of an Event of Default, LIBOR Advances shall bear interest at a rate per annum equal at all times to the lesser of (i) the rate required to be paid on such Advance immediately prior to the date on which such Event of Default commenced plus two percent (2%) and (ii) the Maximum Rate.

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(c)Usury Recapture. In the event the rate of interest chargeable under this Agreement or the Notes at any time is greater than the Maximum Rate, the unpaid principal amount of the Notes shall bear interest at the Maximum Rate until the total amount of interest paid or accrued on the Notes equals the amount of interest which would have been paid or accrued on the Notes if the stated rates of interest set forth in this Agreement had at all times been in effect. In the event, upon payment in full of the Notes, the total amount of interest paid or accrued under the terms of this Agreement and the Notes is less than the total amount of interest which would have been paid or accrued if the rates of interest set forth in this Agreement had, at all times, been in effect, then the Borrower shall, to the extent permitted by applicable law, pay the Administrative Agent for the account of the Banks an amount equal to the difference between (i) the lesser of (A) the amount of interest which would have been charged on the Notes if the Maximum Rate had, at all times, been in effect and (B) the amount of interest which would have accrued on the Notes if the rates of interest set forth in this Agreement had at all times been in effect and (ii) the amount of interest actually paid or accrued under this Agreement on the Notes. In the event the Banks ever receive, collect or apply as interest any sum in excess of the Maximum Rate, such excess amount shall, to the extent permitted by law, be applied to the reduction of the principal balance of the Notes, and if no such principal is then outstanding, such excess or part thereof remaining shall be paid to the Borrower.

(d)Other Amounts Overdue. If any amount payable under this Agreement other than the Advances is not paid when due and payable, including without limitation, accrued interest and fees, then such overdue amount shall accrue interest hereon due and payable on demand at a rate per annum equal to the Adjusted Base Rate plus two percent (2%), from the date such amount became due until the date such amount is paid in full.

Section 2.07Prepayments.

(a)Right to Prepay. The Borrower shall have no right to prepay any principal amount of any Advance except as provided in this Section 2.07.

(b)Optional Prepayments. The Borrower may elect to prepay any of the Advances, after giving by 1:00 P.M. (New York City time) (i) in the case of LIBOR Advances, at least three Business Days’ prior written notice or (ii) in case of Base Rate Advances, at least one Business Day’s prior written notice to the Administrative Agent stating the proposed date and aggregate principal amount of such prepayment, and if applicable, the relevant Interest Period for the Advances to be prepaid. If any such notice is given, the Borrower shall prepay Advances comprising part of the same Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice, and with respect to LIBOR Advances shall also pay accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.08 as a result of such prepayment being made on such date; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $1,000,000 and in integral multiples of $100,000.

(c)Ratable Payments. Each payment of any Advance pursuant to this Section 2.07 or any other provision of this Agreement shall be made in a manner such that all Advances comprising part of the same Borrowing are paid in whole or ratably in part.

(d)Effect of Notice. All notices given pursuant to this Section 2.07 shall be irrevocable and binding upon the Borrower.

Section 2.08Breakage Costs. If (a) any payment of principal of any LIBOR Advance is made other than on the last day of the Interest Period for such Advance as a result of any payment pursuant to

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Section 2.07 or the acceleration of the maturity of the Notes pursuant to Article VIII or otherwise; (b) any Conversion of a LIBOR Advance is made other than on the last day of the Interest Period for such Advance pursuant to Section 2.12 or otherwise; or (c) the Borrower fails to make a principal or interest payment with respect to any LIBOR Advance on the date such payment is due and payable, the Borrower shall, within 10 days of any written demand sent by any Bank to the Borrower through the Administrative Agent, pay to the Administrative Agent for the account of such Bank any amounts (without duplication of any other amounts payable in respect of breakage costs) required to compensate such Bank for any losses (other than lost profit), out‑of‑pocket costs or expenses which it reasonably incurs as a result of such payment or nonpayment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Bank to fund or maintain such Advance.

Section 2.09Increased Costs. (a) LIBOR Advances. If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the calculation of the LIBOR) in or in the interpretation of any law or regulation enacted, issued or promulgated after the date of this Agreement or (ii) the compliance with any guideline, rule, directive or request from any central bank or other Governmental Authority (whether or not having the force of law) enacted, issued or promulgated after the date of this Agreement, there shall be any increase in the cost to any Bank of agreeing to make or making, funding, converting into, continuing or maintaining LIBOR Advances, then the Borrower shall from time to time, within 10 days of written demand by such Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank additional amounts (without duplication of any other amounts payable in respect of increased costs) sufficient to compensate such Bank for such increased cost; provided, however, that, before making any such demand, each Bank agrees to use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate as to the amount of such increased cost and detailing the calculation of such cost submitted to the Borrower and the Administrative Agent by such Bank at the time such Bank demands payment under this Section shall be conclusive and binding for all purposes, absent manifest error.

(b)Capital Adequacy. If any Bank determines in good faith that compliance with any law or regulation or any guideline, rule, directive or request from any central bank or other Governmental Authority (whether or not having the force of law) enacted, issued or promulgated after the date of this Agreement affects or would affect the amount of capital or liquidity required or expected to be maintained by such Bank or any corporation controlling such Bank and that the amount of such capital or liquidity is increased by or based upon the existence of such Bank’s commitment to lend and other commitments of this type, then, upon 10 days prior written notice by such Bank (with a copy of any such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Bank, as the case may be, from time to time as specified by such Bank, additional amounts (without duplication of any other amounts payable in respect of increased costs) sufficient to compensate such Bank, in light of such circumstances, to the extent that such Bank reasonably determines such increase in capital or liquidity to be allocable to the existence of such Bank’s commitment to lend under this Agreement. A certificate as to such amounts and detailing the calculation of such amounts submitted to the Borrower and the Administrative Agent by such Bank shall be conclusive and binding for all purposes, absent manifest error.

(c)[Reserved].

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(d)Notwithstanding anything to the contrary contained in this Agreement, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign financial regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed an introduction or change of the type referred to in this Section 2.09, regardless of the date enacted, adopted or issued or implemented.

Section 2.10Payments and Computations.

(a)Payment Procedures. Except if otherwise set forth herein, the Borrower shall make each payment under this Agreement and under the Notes not later than 12:00 Noon (New York City time) on the day when due in Dollars to the Administrative Agent without setoff, deduction or counterclaim at the location referred to in the Notes (or such other location as the Administrative Agent shall designate in writing to the Borrower) in same day funds. The Administrative Agent will on the same day such payment is deemed received from the Borrower cause to be distributed like funds relating to the payment of principal, interest or fees ratably (other than amounts payable solely to the Administrative Agent or a specific Bank pursuant to Section 2.03(c), 2.06(c), 2.08, 2.09, 2.11 or 2.12, but after taking into account payments effected pursuant to Section 11.04) to the Banks in accordance with each Bank’s Pro Rata Share for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. If and to the extent that the Administrative Agent shall not have so made payment to a Bank on the day required under this Agreement, the Administrative Agent agrees to immediately pay such Bank such payment, together with interest on such amount, for each day from the date such amount was deemed received by the Administrative Agent until the date such amount is paid to such Bank at the Federal Funds Rate for each such day.

(b)Computations. All computations of interest based on Citibank’s base rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of fees and interest based on the LIBOR and the Federal Funds Rate shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day, but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate shall be conclusive and binding for all purposes, absent manifest error.

(c)Non‑Business Day Payments. Whenever any payment shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of LIBOR Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(d)Administrative Agent Reliance. Unless the Administrative Agent shall have received written notice from the Borrower prior to the date on which any payment is due to the Banks that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to

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such Bank, together with interest, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate for each such day.

(e)Application of Payments. Unless otherwise specified in Section 2.07 hereof, whenever any payment received by the Administrative Agent under this Agreement is insufficient to pay in full all amounts then due and payable under this Agreement and the Notes, such payment shall be distributed and applied by the Administrative Agent and the Banks in the following order: first, to the payment of fees and expenses due and payable to the Administrative Agent under and in connection with this Agreement or any other Credit Document and the payment of fees and expenses due and payable to each Bank under Section 11.04, ratably among such parties in accordance with the aggregate amount of such payments owed to each such party; second, to the payment of all expenses due and payable under Section 2.11(c), ratably among the Banks in accordance with the aggregate amount of such payments owed to each such Bank; third,to the payment of all other fees due and payable under Section 2.03; fourth, to the payment of the interest accrued on all of the Notes, ratably among the Banks in accordance with their respective Pro Rata Shares; and fifth, to the payment of (i) the principal amount of all of the Notes, regardless of whether any such amount is then due and payable and (ii) breakage, termination or other amounts owing in respect of any Swap Contract between the Borrower and any Swap Bank, to the extent such Swap Contract is permitted hereunder, ratably among the Banks in accordance with the aggregate amount of such payments owed to each such Bank.

(f)Register. The Administrative Agent shall record in the Register the Commitment and the Advances from time to time of each Bank and each repayment or prepayment in respect to the principal amount of such Advances of each Bank. Any such recordation shall be conclusive and binding on the Borrower and each Bank, absent manifest error; providedhowever, that failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s obligations hereunder in respect of such Advances.

Section 2.11Taxes.

(a)No Deduction for Certain Taxes. Any and all payments by or on account of any Obligations of the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including all backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto (collectively, “Taxes”), except as required by applicable law, excluding, (i) in the case of each Bank, and the Administrative Agent, taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank or the Administrative Agent (as the case may be) is organized or any political subdivision of such jurisdiction or by the jurisdiction of such Bank’s Applicable Lending Office or any political subdivision of such jurisdiction and (ii) any U.S. federal withholding tax imposed pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), including any current or future implementing Treasury Regulations and administrative pronouncements thereunder (collectively, “FATCA”), and (iii) any withholding tax imposed on amounts payable to or for the account of any Bank or the Administrative Agent with respect to an applicable interest in an Advance or Commitment pursuant to a law in effect on the date on which such Bank or the Administrative Agent acquires such interest in the Advance or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.14) or designates a new Applicable Lending Office, except in each case to the extent that, pursuant to this Section 2.11(a) or Section 2.11(c), amounts with respect to such Taxes were payable either to such Bank’s or the Administrative Agent’s assignor immediately before such Person became a party hereto or to such Bank immediately before it changed its Applicable Lending

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Office (all such excluded Taxes in respect of payments hereunder or under any Credit Document being referred to as “Excluded Taxes”, and all Taxes other than Other Taxes and Excluded Taxes being referred to as “Indemnified Taxes”). If the Borrower shall be required by law (as determined in the good faith discretion of the Borrower) to deduct any Taxes from or in respect of any sum payable to any Bank or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Bank’s or the Administrative Agent’s failure to provide the forms described in paragraph (g) of this Section 2.11 and such Bank or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Legal Requirements.

(b)Other Taxes. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made under, or from the execution, delivery, performance, enforecement or registration of, or otherwise with respect to, this Agreement, the Notes, or the other Credit Documents (hereinafter referred to as “Other Taxes”).

(c)Indemnification. Subject to the proviso of Section 2.11(a), the Borrower indemnifies each Bank and the Administrative Agent for the full amount of Indemnified Taxes or Other Taxes imposed on or paid by such Bank or the Administrative Agent (as the case may be) and any liability (including interest and expenses) arising therefrom or with respect thereto, or required to be withheld or deducted from a payment to such Bank or the Administrative Agent, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by any Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of any Bank, shall be conclusive absent manifest error. Each payment required to be made by the Borrower in respect of this indemnification shall be made to the Administrative Agent for the benefit of any party claiming such indemnification within 30 days from the date the Borrower receives written demand detailing the calculation of such amounts therefor from the Administrative Agent on behalf of itself as Administrative Agent or any such Bank. If any Bank or the Administrative Agent receives a refund in respect of any Indemnified Taxes or Other Taxes paid by the Borrower under this paragraph (c), such Bank or the Administrative Agent, as the case may be, shall promptly pay to the Borrower the Borrower’s share of such refund, net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, however, that the Borrower, upon the request of the Administrative Agent or such Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Bank in the event the Administrative Agent or such Bank is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary herein, in no event will the Administrative Agent or any Bank be required to pay any amount to the Borrower pursuant to this Section 2.11(c) the payment of which would place the Administrative Agent or any Bank in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.11(c) shall not be construed to require the Administrative Agent or any Bank to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

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(d)Each Bank shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Bank (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Bank’s failure to comply with the provisions of Section 2.10(f) relating to the maintenance of a Register and (iii) any Excluded Taxes attributable to such Bank, in each case that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Bank by the Administrative Agent shall be conclusive absent manifest error. Each Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Bank under any Credit Document or otherwise payable by the Administrative Agent to such Bank from any other source against any amount due to the Administrative Agent under this paragraph (d).

(e)Evidence of Tax Payments. The Borrower will pay prior to delinquency all Taxes and Other Taxes payable in respect of any payment. Within 30 days after the date of any payment of Taxes, the Borrower will furnish to the Administrative Agent, at its address referred to in Section 11.02, the original or a certified copy of a receipt evidencing payment of such Taxes or Other Taxes.

(f)Any Bank that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Bank, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.12(g) below) shall not be required if in the applicable Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank.

(g)Foreign Bank Withholding Exemption. Each Bank that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to the Borrower and the Administrative Agent on the date of this Agreement or upon the effectiveness of any Assignment and Acceptance two duly completed copies of the Prescribed Forms, certifying in each case that such Bank is entitled to receive payments under this Agreement and the Notes payable to it, without deduction or withholding of any United States federal income taxes. Each Bank which delivers to the Borrower and the Administrative Agent a Prescribed Form further undertakes to deliver to the Borrower and the Administrative Agent two further copies of a replacement Prescribed Form, on or before the date that any such Prescribed Form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower and the Administrative Agent certifying that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. If an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any delivery required by the preceding sentence would otherwise be required which renders all such forms inapplicable or which would prevent any Bank from duly completing

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and delivering any such Prescribed Form with respect to it and such Bank advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, such Bank shall not be required to deliver such forms. The Borrower shall withhold tax at the rate and in the manner required by the laws of the United States with respect to payments made to a Bank failing to timely provide the requisite Prescribed Forms. If a payment made to a Bank under any Credit Document would be subject to U.S. federal withholding tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Bank shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for the purposes of this subsection (g), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(h)Without prejudice to the survival of any other agreement of any party hereunder or under any other Credit Document, the agreements and obligations under this Section 2.11 shall survive the resignation or replacement of the Administrative Agent, the assignment of rights by, or the replacement of, a Bank, the termination of the Commitments and the payment in full of principal, interest and all other amounts payable hereunder and under any of the other Credit Documents.

Section 2.12Illegality. (a) If any Bank shall notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful for such Bank or its LIBOR Lending Office to perform its obligations under this Agreement to maintain any LIBOR Advances of such Bank then outstanding hereunder, then, notwithstanding anything herein to the contrary, the Borrower shall, if demanded by such Bank by notice to the Borrower and the Administrative Agent no later than 12:00 Noon (New York City time), (i) if not prohibited by Legal Requirement to maintain such LIBOR Advances for the duration of the Interest Period, on the last day of the Interest Period for each outstanding LIBOR Advance of such Bank or (ii) if prohibited by Legal Requirement to maintain such LIBOR Advances for the duration of the Interest Period, on the second Business Day following its receipt of such notice from such Bank, Convert all LIBOR Advances of such Bank then outstanding to Base Rate Advances, and pay accrued interest on the principal amount Converted to the date of such Conversion and amounts, if any, required to be paid pursuant to Section 2.08 as a result of such Conversion being made on such date. Each Bank agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the effect of this paragraph and would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank.

(b)Notwithstanding anything to the contrary contained in this Agreement, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed an introduction or change of the type referred to in this Section 2.12, regardless of the date enacted, adopted or issued.

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Section 2.13[Reserved].

Section 2.14Bank Replacement.

(a)Right to Replace. The Borrower shall have the right to replace any Bank affected by a condition under Section 2.02(c)(v), 2.09, 2.11, or 2.12 for more than 90 days (each such affected Bank, an “Affected Bank”) in accordance with the procedures in this Section 2.14 and provided that no reduction of the total Commitments occurs as a result thereof. Additionally, in the event that any Bank shall, for more than 30 days after solicitation in writing from the Administrative Agent, fail to consent to a waiver or amendment to, or a departure from, the provisions of this Agreement which requires the consent of all Lenders and that has been consented to by the Administrative Agent and the Required Lenders, such Bank shall be deemed to be an Affected Bank, and the Borrower shall have the right to replace such Affected Bank.

(b)First Right of Refusal; Replacement. (i) Upon the occurrence of any condition permitting the replacement of a Bank, the Administrative Agent in its sole discretion shall have the right to reallocate the amount of the Commitments of the Affected Banks among the non-Affected Banks pro rata in accordance with their respective commitments, including without limitation to Persons which are not already party to this Agreement but which qualify as Eligible Assignees, which election shall be made by written notice within 30 days after the date such condition occurs, provided that any reallocation to any non-Affected Bank shall not be made without the prior written consent of such non-Affected Bank.

(ii)Without limiting the foregoing, the Borrower shall have the right to add additional Banks which are Eligible Assignees to this Agreement to replace the Commitments of any Affected Banks.

(c)Procedure. Any assumptions of Commitments pursuant to this Section 2.14 shall be (i) made by the purchasing Bank or Eligible Assignee and the selling Bank entering into an Assignment and Acceptance and by following the procedures in Section 11.06 for adding a Bank. In connection with the reallocation of the Commitments of any Bank pursuant to the foregoing paragraph (b), each Bank with a reallocated Commitment shall purchase from the Affected Banks at par such Bank’s ratable share of the outstanding Advances of the Affected Banks.

(d)Affected Bank’s Assignment and Acceptance. If an Affected Bank being replaced pursuant to this Section 2.14 does not execute and deliver to the Eligible Assignee a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement within a period of time deemed reasonable by the Administrative Agent after the date on which the Eligible Assignee executes and delivers such Assignment and Acceptance and/or such other related documentation contemplated by this Section 2.14, then such Affected Bank shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance and/or such other documentation on behalf of such Affected Bank.

Section 2.15Sharing of Payments, Etc. If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set‑off or otherwise) on account of its Advances in excess of its Pro Rata Share of payments on account of the Advances obtained by all the Banks, such Bank shall notify the Administrative Agent and forthwith purchase from the other Banks such participations in the Advances made by them as shall be necessary to cause such purchasing Bank to share the excess payment ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Bank, such purchase from each Bank shall be rescinded and such Bank shall repay to the purchasing Bank the purchase price to

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the extent of such Bank’s ratable share (according to the proportion of (a) the amount of the participation sold by such Bank to the purchasing Bank as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Bank’s ratable share (according to the proportion of (a) the amount of such Bank’s required repayment to the purchasing Bank to (b) the total amount of all such required repayments to the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 2.15 may, to the fullest extent permitted by Legal Requirement, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set‑off) with respect to such participation as fully as if such Bank were the direct creditor of the Borrower in the amount of such participation.

ARTICLE III

CONDITIONS OF LENDING

Section 3.01Conditions Precedent to Initial Advance. The obligation of each Bank to make its initial Advance under this Agreement as part of the initial Borrowing under this Agreement is subject to the following conditions precedent:

(a)Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Guarantors and the Banks, and the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, and, with respect to this Agreement, the Notes, all Guaranties and the Environmental Indemnity, in sufficient copies for each Bank (except for each Note, as to which one original of each shall be sufficient):

(i)a Note duly executed by the Borrower and payable to the order of each Bank that has requested the same, all Guaranties, and the Environmental Indemnity;

(ii)a certificate from the Chief Executive Officer, President or Chief Financial Officer of the Parent on behalf of the Borrower dated as of the Closing Date stating that as of the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects); (B) no Default has occurred and is continuing; (C) the conditions in this Section 3.01 have been met or waived in writing; and (D) to the best of the Borrower’s knowledge there are no claims, defenses, counterclaims or offsets by the Borrower, the Parent and any of their Subsidiaries against the Banks under the Credit Documents;

(iii)a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower, each Guarantor, each Subsidiary of the Parent and each general partner or managing member (if any) of each of the foregoing, dated as of the Closing Date certifying as of the Closing Date to the extent applicable (A) the names and true signatures of officers or authorized representatives of the general partner of such Person authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the general partner of such Person approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the organizational documents of the general partner of such Person, (D) a true and correct copy

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of the bylaws, operating agreement, partnership agreement or other governing document of such Person, and (E) a true and correct copy of all partnership or other organizational authorizations necessary or desirable in connection with the transactions herein contemplated;

(iv)a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the Closing Date certifying as of the Closing Date (A) resolutions of the Board of Directors or the members of the general partner of such Person approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower;

(v)a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Parent, the Borrower and each Guarantor, dated reasonably near (but prior to) the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Person, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Person on file in such Secretary’s office, (2) such Person has paid all franchise taxes to the date of such certificate and (C) such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation;

(vi)A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent, the Borrower and each Guarantor owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate;

(vii)(A) one or more favorable written opinions of DeCampo, Diamond and Ash, Hagan & Vidovic, LLP and Hunton & Williams LLP, each special counsel for the Borrower, the Parent, and their Subsidiaries, in a form reasonably acceptable to the Administrative Agent, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve;

(viii)in the event the initial Advance is a LIBOR Advance made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower and dated as of the date of the related Notice of Borrowing in form and substance satisfactory to the Administrative Agent;

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(ix)any information or materials reasonably required by the Administrative Agent or any Bank in order to assist the Administrative Agent or such Bank in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations;

(x)a Compliance Certificate duly executed by a Responsible Officer of the Parent, dated the Closing Date or, if later, the date of the initial Advance, in each case confirming that the Parent is in compliance with the covenants contained in Article VII on such date (including after giving effect to the initial Advance, if any, made on such date);

(xi)such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent may reasonably request.

(b)Representations and Warranties. The representations and warranties contained in Article IV hereof, the Guaranties, and the Environmental Indemnity shall be true and correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects).

(c)Certain Payments. The Borrower shall have paid the fees required to be paid as of the execution of this Credit Agreement pursuant to the Fee Letter.

(d)Termination of Existing Term Loan Facility. The Borrower shall have satisfied and terminated the Existing Citi Term Loan Facility evidenced by the Existing Citi Term Loan Agreement.

(e)Qualified Unsecured Lender. The Administrative Agent shall have received evidence reasonably satisfactory to it that the Administrative Agent is a “Qualified Unsecured Lender” and that the Obligations constitute “Qualified Unsecured Debt” (in each case as such term is defined and used in the Revolving Credit Agreement) and, as such, the Administrative Agent is entitled to the rights, benefits and protections accorded to a “Qualified Unsecured Lender” under Section 9.01(f) of the Revolving Credit Agreement (which evidence may, in the sole discretion of the Administrative Agent, include copies of each of the notices, documents, certificates and acknowledgements identified in the definition of “Qualified Unsecured Lender” set forth in the Revolving Credit Agreement).

(f)Other. The Administrative Agent shall have received such other approvals, opinions or documents deemed necessary or desirable by any Bank or the Administrative Agent as such party may reasonably request.

Section 3.02Conditions Precedent for each Borrowing. The obligation of each Bank to fund an Advance on the occasion of each Borrowing (other than the Conversion or continuation of any existing Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing:

(a)the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

(i)the representations and warranties contained in Article IV hereof, the Guaranties, and the Environmental Indemnity are correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects) as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement on and as of the date of such Borrowing, before and after giving

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effect to such Borrowing and to the application of the proceeds from such Borrowing, as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; and

(ii)no Default has occurred and is continuing or would result from such Borrowing or from the application of the proceeds therefrom;

(b)the Borrower shall have executed and delivered to the Administrative Agent a Notice of Borrowing in accordance with Section 2.02; and

(c)the Administrative Agent shall have received such other approvals, opinions or documents deemed necessary or desirable by any Bank or the Administrative Agent as such party may reasonably request in order to confirm (i) the accuracy of the Borrower’s and any Guarantor’s representations and warranties contained in the Credit Documents, (ii) the Borrower’s and any Guarantor’s timely compliance with the terms, covenants and agreements set forth in the Credit Documents, (iii) the absence of any Default and (iv) the rights and remedies of the Administrative Agent or any Bank or the ability of the Borrower to perform any of the Obligations.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants as follows:

Section 4.01Existence; Qualification; Partners; Subsidiaries. (a) The Borrower is a limited partnership duly organized, validly existing, and in good standing under the laws of Delaware and in good standing and qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification, except where the failure to so qualify would not cause a Material Adverse Change.

(b)The Parent is a real estate investment trust duly organized, validly existing, and in good standing under the laws of Maryland and in good standing and qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification, except where the failure to so qualify would not cause a Material Adverse Change with respect to the Parent. The Parent has no first tier Subsidiaries except for (i) the Borrower, (ii) Subsidiaries the sole assets of which are direct or indirect partnership interests in the Borrower, (iii) members of Permitted Other Subsidiaries, (iv) LHO Hollywood Financing, Inc. (QRS), a Delaware corporation, and (v) LHO New Orleans Financing, Inc., a Delaware corporation.

(c)The Parent is the Borrower’s sole general partner with full power and authority to bind the Borrower to the Credit Documents.

(d)The Parent owns a 1% general partner interest in and at least 70% of the limited partnership interest in the Borrower.

(e)Each Subsidiary of the Borrower is a limited partnership, general partnership, limited liability company or corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and in good standing and qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification, except where

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the failure to so qualify would not have a material adverse effect on such Subsidiary. The Borrower has no Subsidiaries on the date of this Agreement other than the Subsidiaries listed on the attached Schedule 4.01, and Schedule 4.01 lists the jurisdiction of formation and the address of the principal office of each such Subsidiary existing on the date of this Agreement. As of the date of this Agreement, the Borrower and/or the Parent owns, directly or indirectly, at least 99% of the interests in each such Subsidiary.

(f)As of the date of this Agreement, neither the Borrower, nor the Parent, nor any of the Subsidiaries own directly or indirectly (i) such a percentage of the beneficial ownership interest in any participating lessee for a Hotel Property or (ii) such an Investment in the Personal Property for any Hotel Property as would, in each case, cause a potential Event of Default under Section 8.01(m).

Section 4.02Partnership and Corporate Power. The execution, delivery, and performance by the Borrower, the Parent, and each Guarantor of the Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) are within such Persons’ trust, partnership, limited liability company and corporate powers, as applicable, (b) have been duly authorized by all necessary trust, corporate, limited liability company and partnership action, as applicable, (c) do not contravene (i)  such Person’s declaration of trust, certificate or articles, as the case may be, of incorporation or by‑laws, operating agreement or partnership agreement, as applicable, or (ii) any law or any contractual restriction binding on or affecting any such Person, the contravention of which could reasonably be expected to cause a Material Adverse Change, and (d) will not result in or require the creation or imposition of any Lien prohibited by this Agreement. At the time of each Borrowing, such Borrowing and the use of the proceeds of such Borrowing will be within the Borrower’s partnership powers, will have been duly authorized by all necessary partnership action, (a) will not contravene (i) the Borrower’s partnership agreement or (ii) any law or any contractual restriction binding on or affecting the Borrower, the contravention of which could reasonably be expected to cause a Material Adverse Change, and (b) will not result in or require the creation or imposition of any Lien prohibited by this Agreement.

Section 4.03Authorization and Approvals. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

Section 4.04Enforceable Obligations. This Agreement, the Notes, and the other Credit Documents to which the Borrower is a party have been duly executed and delivered by the Borrower; this Agreement, each Guaranty and the other Credit Documents to which each Guarantor and the Parent is a party have been duly executed and delivered by such Guarantor and the Parent, and the Environmental Indemnity has been duly executed and delivered by the parties thereto. Each Credit Document is the legal, valid, and binding obligation of the Borrower, the Parent, and each Guarantor which is a party to it enforceable against the Borrower, the Parent, and each such Guarantor in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally and by general principles of equity (whether considered in proceeding at law or in equity).

Section 4.05Parent Stock. As of December 15, 2013October 22, 2015, the entire authorized capital stock of the Parent consists of (a) 200,000,000 shares of Parent Common Stock of which 103,963,318112,929,159 shares of Parent Common Stock are duly and validly issued and outstanding, fully paid and

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nonassessable as of the Closing Date, and (b) 40,000,000 preferred shares of beneficial interest, $0.01 par value per share, of which, 9,498,8887,150,000 shares in the aggregate of Series G, SeriesH and Series I of such preferred shares of beneficial interest are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date and such preferred shares of beneficial interest provide no rights to any holder thereof that may cause a violation of Section 6.04(f).  The issuance and sale of such Parent Common Stock and such preferred shares of beneficial interest of the Parent either (i) has been registered under applicable federal and state securities laws or (ii) was issued pursuant to an exemption therefrom.  The Parent meets the requirements for taxation as a REIT under the Code.

Section 4.06Financial Statements. The Consolidated balance sheet of the Parent and its Subsidiaries, and the related Consolidated statements of operations, shareholders’ equity and cash flows, of the Parent and its Subsidiaries contained in the most recent financial statements delivered to the Banks, fairly present the financial condition in all material respects and reflects the Indebtedness of the Parent and its Subsidiaries as of the respective dates of such statements and the results of the operations of the Existing Properties for the periods indicated, and such balance sheet and statements were prepared in accordance with GAAP, subject to year-end adjustments. Since December 31, 2012, neither a Material Adverse Change, nor any material adverse change to the prospects or the Property of the Parent or the Borrower has occurred.

Section 4.07True and Complete Disclosure. No representation, warranty, or other statement made by the Borrower (or on behalf of the Borrower) in this Agreement or any other Credit Document contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made as of the date of this Agreement. There is no fact known to the Borrower or the Parent on the date of this Agreement that has not been disclosed to the Administrative Agent which could reasonably be expected to cause a Material Adverse Change. All projections, estimates, and pro forma financial information furnished by the Borrower and the Parent or on behalf of the Borrower or the Parent were prepared on the basis of assumptions, data, information, tests, or conditions believed to be reasonable at the time such projections, estimates, and pro forma financial information were furnished. No representation, warranty or other statement made in any filing required by the Exchange Act contains any untrue statement of material fact or omits to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made as of the date same were made. Borrower and/or Parent have made all filings required by the Exchange Act.

Section 4.08Litigation. Except as set forth in the attached Schedule 4.08 and except with respect to any other actions or proceedings that, individually or in the aggregate, could not reasonably be expected to cause a Material Adverse Change, as of the date of this Agreement there is no pending or, to the best knowledge of the Borrower, threatened action or proceeding affecting the Borrower, the Parent, any participating lessee for a Hotel Property or any of their respective Subsidiaries before any court, Governmental Authority or arbitrator.

Section 4.09Use of Proceeds.

(a)Advances. The proceeds of the Advances will be used by the Borrower (i) to refinance and repay existing Indebtedness, (ii) to make investments permitted pursuant to the provisions of Section 6.07, (iii) to finance the renovation, repair, restoration and expansion of Hotel Properties, Capital Expenditures and expenditures for FF&E for any Hotel Properties in accordance with the provisions of Section 5.06 and as permitted pursuant to the provisions of Sections 6.07 and 6.13, (iv) for general corporate purposes of the Borrower and its Subsidiaries, and (v) for costs incurred in connection with this Agreement and any Capitalization Event done in compliance with this Agreement.

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(b)Regulations. No proceeds of Advances will be used to purchase or carry any margin stock in violation of Regulations T, U or X of the Federal Reserve Board, as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board).

Section 4.10Investment Company Act. Neither the Borrower, the Parent nor any of their respective Subsidiaries is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 4.11Taxes. All federal, state, local and foreign tax returns, reports and statements required to be filed (after giving effect to any extension granted in the time for filing) by the Parent, the Borrower, their respective Subsidiaries, or any member of a Controlled Group have been filed with the appropriate governmental agencies in all jurisdictions in which such returns, reports and statements are required to be filed, and where the failure to file could reasonably be expected to cause a Material Adverse Change, except where contested in good faith and by appropriate proceedings; and all taxes and other impositions due and payable (which are material in amount) have been timely paid prior to the date on which any fine, penalty, interest, late charge or loss (which are material in amount) may be added thereto for non‑payment thereof except where contested in good faith and by appropriate proceedings. As of the date of this Agreement, neither the Parent, the Borrower nor any member of a Controlled Group has given, or been requested to give, a waiver of the statute of limitations relating to the payment of any federal, state, local or foreign taxes or other impositions. None of the Property owned by the Parent, the Borrower or any other member of a Controlled Group is Property which the Parent, the Borrower or any member of a Controlled Group is required to be treated as being owned by any other Person pursuant to the provisions of Section 168(f)(8) of the Code. Proper and accurate amounts have been withheld by the Borrower and all members of each Controlled Group from their employees for all periods to comply in all material respects with the tax, social security and unemployment withholding provisions of applicable federal, state, local and foreign law. Timely payment of all material sales and use taxes required by applicable law have been made by the Parent, the Borrower and all other members of each Controlled Group, the failure to timely pay of which could reasonably be expected to cause a Material Adverse Change. The amounts shown on all tax returns to be due and payable have been paid in full or adequate provision therefor is included on the books of the appropriate member of the applicable Controlled Group.

Section 4.12Pension Plans. All Plans are in compliance in all material respects with all applicable provisions of ERISA. No Termination Event has occurred with respect to any Plan, and each Plan has complied with and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred and there has been no excise tax imposed under Section 4971 of the Code. No Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in all material respects with applicable provisions of ERISA and the Code. Neither the Parent, the Borrower, nor any member of a Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any material withdrawal liability. As of the most recent valuation date applicable thereto, neither the Parent, the Borrower nor any member of a Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization.

Section 4.13Condition of Hotel Property; Casualties; Condemnation. Except as disclosed in writing to the Administrative Agent, and except for such items as the Borrower or a Subsidiary is or will be addressing consistent with sound business practices and has sufficient funds to address, each Existing Property and any Future Property (a) is and will continue to be in good repair, working order and condition, normal

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wear and tear excepted, (b) is free of structural defects, (c) is not subject to material deferred maintenance and (d) has and will have all building systems contained therein and all other FF&E in good repair, working order and condition, normal wear and tear excepted. None of the Properties of the Borrower or of any of its Subsidiaries has been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. No condemnation or other like proceedings that has had, or could reasonably be expected to result in, a Material Adverse Change, are pending and served nor, to the knowledge of the Borrower, threatened against any Property in any manner whatsoever. No casualty has occurred to any Property that could reasonably be expected to have a Material Adverse Change.

Section 4.14Insurance. The Borrower and each of its Subsidiaries carry, or are the beneficiaries under, the insurance required pursuant to the provisions of Section 5.07.

Section 4.15No Burdensome Restrictions; No Defaults. (a) Except in connection with Indebtedness which is (i) either permitted pursuant to the provisions of Section 6.02, or (ii) being repaid with the proceeds of the initial Borrowing, neither the Parent, the Borrower nor any of their respective Subsidiaries is a party to any indenture, loan or credit agreement. Neither the Borrower, the Parent nor any of their respective Subsidiaries is a party to any agreement or instrument or subject to any charter or corporate restriction or provision of applicable law or governmental regulation which could reasonably be expected to cause a Material Adverse Change. Neither the Borrower, the Parent nor any of their Subsidiaries is in default under or has received any notice of default with respect to (i) any contract, agreement, lease or other instrument or (ii) any Qualified Ground Lease, franchise agreement or management agreement which default could reasonably be expected to cause a Material Adverse Change.

(b)No Default or Event of Default has occurred and is continuing.

Section 4.16Environmental Condition. (a) Except as disclosed in writing to the Administrative Agent, to the knowledge of the Borrower, the Borrower and its Subsidiaries (i) have obtained all Environmental Permits material for the ownership and operation of their respective Properties and the conduct of their respective businesses; (ii) have been and are in material compliance with all terms and conditions of such Environmental Permits and with all other requirements of applicable Environmental Laws; (iii) have not received notice of any violation or alleged violation of any Environmental Law or Environmental Permit; and (iv) are not subject to any actual or contingent Environmental Claim.

(b)Except as disclosed in writing to the Administrative Agent, to the knowledge of Borrower, none of the present or previously owned or operated Property of the Borrower or of any of its present or former Subsidiaries, wherever located, (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws which could reasonably be expected to cause a Material Adverse Change; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by the Borrower or any of its Subsidiaries, wherever located; (iii) has been the site of any Release, use or storage of Hazardous Substances or Hazardous Wastes from present or past operations except for Permitted Hazardous Substances, which Permitted Hazardous Substances have not caused at the site or at any third‑party site any condition that has resulted in or could reasonably be expected to result in the need for Response or (iv) none of the Improvements are constructed on land designated by any Governmental Authority having land use jurisdiction as wetlands.

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Section 4.17Legal Requirements, Zoning, Utilities, Access. Except as set forth on Schedule 4.17 attached hereto, the use and operation of each Hotel Property as a commercial hotel with related uses constitutes a legal use under applicable zoning regulations (as the same may be modified by special use permits or the granting of variances) and complies in all material respects with all Legal Requirements, and does not violate in any material respect any material approvals, material restrictions of record or any material agreement affecting any Hotel Property (or any portion thereof). The Borrower and its Subsidiaries possess all certificates of public convenience, authorizations, permits, licenses, patents, patent rights or licenses, trademarks, trademark rights, trade names rights and copyrights (collectively “Permits”) required by Governmental Authority to own and operate the Hotel Properties, except for those Permits if not obtained would not cause a Material Adverse Change. The Borrower and its Subsidiaries own and operate their business in material compliance with all applicable Legal Requirements. To the extent necessary for the full utilization of each Hotel Property in accordance with its current use, telephone services, gas, steam, electric power, storm sewers, sanitary sewers and water facilities and all other utility services are available to each Hotel Property, are adequate to serve each such Hotel Property, exist at the boundaries of the Land and are not subject to any conditions, other than normal charges to the utility supplier, which would limit the use of such utilities. All streets and easements necessary for the occupancy and operation of each Hotel Property are available to the boundaries of the Land.

Section 4.18Existing Indebtedness. Except for the Obligations, the only Indebtedness of the Borrower, the Parent or any of their respective Subsidiaries existing as of the Closing Date is the Secured Non‑Recourse Indebtedness, Secured Recourse Indebtedness and other Indebtedness set forth on Schedule 4.18 attached hereto and certain other Indebtedness incurred in the ordinary course of business not to exceed $50,000. No “default” or “event of default”, however defined, has occurred and is continuing under any such Indebtedness (or with respect to the giving of this representation after the date of this Agreement, as otherwise disclosed to the Administrative Agent in writing after the date of this Agreement and prior to the date such representation is deemed given).

Section 4.19Title; Encumbrances. With respect to the Existing Properties, the Borrower or any Material Subsidiary, as the case may be, has (i) good and marketable fee simple title to the Real Property (other than for Real Property subject to a ground lease, as to which it has a valid leasehold interest) and (ii) good and marketable title to the Personal Property (other than Personal Property for any Hotel Property for which the Property Owner has a valid leasehold interest) free and clear of all Liens, and there exists no Liens or other charges against such Property or leasehold interest or any of the real or personal, tangible or intangible, Property of the Borrower or any Material Subsidiary (including without limitation statutory and other Liens of mechanics, workers, contractors, subcontractors, suppliers, taxing authorities and others; provided that certain Capital Expenditures have been made to the Hotel Properties prior to the Effective Date for which the payment is not past due), except (A) Permitted Encumbrances and (B) the Personal Property (plus any replacements thereof) owned by the participating lessee for such Existing Property.

Section 4.20Leasing Arrangements. Except for (i) those Operating Leases between a Property Owner and LaSalle Leasing or a wholly-owned Subsidiary of LaSalle Leasing and (ii) the Approved Third Party Operating Leases, the only material leases of Unencumbered Properties for which either the Borrower or a Material Subsidiary is a lessee are the Qualified Ground Leases. The Property Owner for a Real Property subject to a Qualified Ground Lease is the lessee under such Qualified Ground Lease and no consent is necessary to such Person being the lessee under such Qualified Ground Lease which has not already been obtained. The Qualified Ground Leases are in full force and effect and no defaults exist thereunder. As of the Closing Date, each ground lease or ground sublease listed on Schedule 1.01(d) meets the qualifications of a “Qualified Ground Lease” under the definition thereof.

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Section 4.21Unencumbered Properties. The Borrower represents to the Banks and the Administrative Agent that the Unencumbered Properties as of the date of this Agreement are identified as such on Schedule 1.01(b) attached hereto.

Section 4.22OFAC. None of the Parent, the Borrower, any Guarantor, any Material Subsidiary, any of their respective Subsidiaries or, to their knowledge, any director, officer, employee, agent or Affiliate thereof, is, or is owned or controlled by Persons that are (A) currently subject to any sanctions administered or enforced by the United States government (including, without limitation, OFAC) (“Sanctions”) or (B) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions; and the Borrower will not directly or indirectly use the proceeds of the Advances or otherwise make available such proceeds to any person, for the purpose of financing the activities of any person currently subject to any Sanctions or in any manner that will result in a violation of Sanctions or any Anti-Corruption Laws applicable to any party hereto. In addition, the Borrower hereby agrees to provide to the Banks any additional information that a Bank deems reasonably necessary from time to time in order to ensure compliance with all applicable Sanctions and Anti-Corruption Laws.

ARTICLE V

AFFIRMATIVE COVENANTS

So long as any Note or any amount under any Credit Document shall remain unpaid or any Bank shall have any Commitment hereunder, unless the Administrative Agent shall otherwise consent in writing (subject to the provisions of Section 11.01), the Borrower agrees to comply with the following covenants.

Section 5.01Compliance with Laws, Etc. The Borrower will comply, and cause each of its Subsidiaries and the Parent to comply, in all material respects with all Legal Requirements.

Section 5.02Preservation of Existence, Separateness, Etc. (a) The Borrower will (i) preserve and maintain, and cause each of its Subsidiaries and the Parent to preserve and maintain, its partnership, limited liability company, corporate or trust (as applicable) existence, rights, franchises and privileges in the jurisdiction of its formation, and (ii) qualify and remain qualified, and cause each such Subsidiary and the Parent to qualify and remain qualified, as a foreign partnership, limited liability company, corporation or trust, as applicable, in each jurisdiction in which qualification is necessary or desirable in view of its business and operations or the ownership of its properties, and, in each case, where failure to qualify or preserve and maintain its rights and franchises could reasonably be expected to cause a Material Adverse Change.

(b)(i)  The Parent Common Stock shall at all times be duly listed on the New York Stock Exchange, Inc. or another nationally recognized stock exchange and (ii) the Parent shall timely file all reports required to be filed by it with the New York Stock Exchange, Inc. and the Securities and Exchange Commission or such other nationally recognized stock exchange, as applicable.

(c)The Borrower shall cause the Permitted Other Subsidiaries which have Indebtedness and own a Hotel Property to, (i) maintain financial statements, payroll records, accounting records and other corporate records and other documents separate from each other and any other Person, (ii) maintain its own bank accounts in its own name, separate from each other and any other Person, (iii) pay its own expenses and other liabilities from its own assets and incur (or endeavor to incur) obligations to other Persons based solely upon its own assets and creditworthiness and not upon the creditworthiness of each other or any other Person, and (iv) file its own tax returns or, if part of a consolidated group, join in the consolidated tax return of such group as a separate member thereof. The Borrower shall use reasonable efforts to correct any known

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misunderstanding or misrepresentation regarding the independence of the Permitted Other Subsidiaries from the Borrower and the Borrower’s other Subsidiaries.

(d)The Borrower shall, and shall cause the Permitted Other Subsidiaries which have Indebtedness and own a Hotel Property to, take all actions necessary to keep such Permitted Other Subsidiaries separate from the Borrower and the Borrower’s other Subsidiaries, including, without limitation, (i) the taking of action under the direction of the Board of Directors, members or partners, as applicable, of such Permitted Other Subsidiaries and, if so required by the Certificate of Incorporation or the bylaws, operating agreement or partnership agreement, as applicable, of such Permitted Other Subsidiaries or by any Legal Requirement, the approval or consent of the stockholders, members or partners, as applicable, of such Permitted Other Subsidiaries, (ii) the preparation of corporate, partnership or limited liability company minutes for or other appropriate evidence of each significant transaction engaged in by such Permitted Other Subsidiaries, (iii) the observance of separate approval procedures for the adoption of resolutions by the Board of Directors or consents by the partners, as applicable, of such Permitted Other Subsidiaries, on the one hand, and of the Borrower and the Borrower’s other Subsidiaries, on the other hand, (iv) the holding of the annual stockholders meeting, if applicable, of such Permitted Other Subsidiaries, which are corporations on a date other than the date of the annual stockholders’ meeting of the Parent, and (v) preventing the cash, cash equivalents, credit card receipts or other revenues of the Hotel Properties owned by such Permitted Other Subsidiaries or any other assets of such Permitted Other Subsidiaries from being commingled with the cash, cash equivalents, credit card receipts or other revenues collected by the Borrower or the Borrower’s other Subsidiaries, provided that the foregoing shall not prohibit a Permitted Other Subsidiary from making dividend payments or distributions to the Borrower.

(e)The Borrower shall, and shall cause the Permitted Other Subsidiaries to, manage the business of and conduct the administrative activities of the Permitted Other Subsidiaries independently from the business of the Borrower, any of the Borrower’s other Subsidiaries and any other Person. Any moneys earned by the Permitted Other Subsidiaries on their assets or proceeds of the sale of any of their assets shall be deposited in bank accounts separate from any of the assets of the Borrower, any of the Borrower’s other Subsidiaries and any other Person, and no assets of the Permitted Other Subsidiaries shall become commingled with assets of such Persons.

(f)The Borrower shall hold itself out, and shall continue to hold itself out, to the public and to its creditors as a legal entity, separate and distinct from all other entities, and shall continue to take all steps reasonably necessary to avoid (i) misleading any other Person as to the identity of the entity with which such Person is transacting business or (ii) implying that the Borrower is, directly or indirectly, absolutely or contingently, responsible for the Indebtedness or other obligations of the Permitted Other Subsidiaries or any other Person.

Section 5.03Payment of Taxes, Etc. The Borrower will pay and discharge, and cause each of its Subsidiaries and the Parent to pay and discharge, before the same shall become delinquent (a) all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto and (b) all lawful claims that are material in amount which, if unpaid, might by Legal Requirement become a Lien upon its Property; provided, however, that neither the Borrower nor any such Subsidiary or the Parent shall be required to pay or discharge any such tax, assessment, charge, levy, or claim (a) which is being contested in good faith and by appropriate proceedings, (b) with respect to which reserves in conformity with GAAP have been provided, (c) such charge or claim does not constitute and is not secured by any choate Lien on any portion of any Hotel Property and no portion of any Hotel Property is in jeopardy of being sold, forfeited or lost during or as a result of such contest, (d) neither the Administrative Agent nor any Bank could become subject to any

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civil fine or penalty or criminal fine or penalty, in each case as a result of non‑payment of such charge or claim and (e) such contest does not, and could not reasonably be expected to, result in a Material Adverse Change.

Section 5.04Visitation Rights; Bank Meeting. At any reasonable time and from time to time and so long as any visit or inspection will not unreasonably interfere with the Borrower’s or any of its Subsidiaries’ or the Parent’s operations, upon reasonable notice and during normal business hours, the Borrower will, and will cause its Subsidiaries and the Parent and any participating lessees to, permit the Administrative Agent or any of its agents or representatives thereof (at the Parent’s or the Borrower’s expense) and any Bank or any of its agents or representatives thereof (at such Bank’s expense), to examine and make copies of and abstracts from the records and books of account of, and visit and inspect at its reasonable discretion the properties of, the Borrower and any such Subsidiary and the Parent, to discuss the affairs, finances and accounts of the Borrower and any such Subsidiary and the Parent with any of their respective officers or directors. Without in any way limiting the foregoing, the Borrower will, upon the request of the Administrative Agent, participate in a meeting with the Administrative Agent and the Banks once during each calendar year to be held at a location as may be agreed to by the Borrower and the Administrative Agent at such time as may be agreed to by the Borrower and the Administrative Agent; provided that, without limitation of the provisions of Section 11.04, the Borrower shall not be obligated to reimburse the Banks for such Persons’ travel expenses in connection with such meeting.

Section 5.05Reporting Requirements. The Borrower will furnish to the Administrative Agent and the Banks in each case in accordance with Section 11.02(b):

(a)Quarterly Financials. As soon as available and in any event not later than 45 days after the end of each Fiscal Quarter of the Parent (except when such Fiscal Quarter ends on the same day as the end of a Fiscal Year of Parent), the unaudited Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such quarter and the related unaudited statements of income, shareholders’ equity and cash flows of the Parent and its Subsidiaries for such Fiscal Quarter and the period commencing at the end of the previous year and ending with the end of such Fiscal Quarter, and the corresponding figures as at the end of, and for, the corresponding periods in the preceding Fiscal Year, all duly certified with respect to such statements (subject to year‑end audit adjustments) by a Responsible Officer of the Parent as having been prepared in accordance with GAAP, together with a Compliance Certificate duly executed by a Responsible Officer of the Parent.

(b)Annual Financials. As soon as available and in any event not later than 90 days after the end of each Fiscal Year of the Parent, a copy of the annual audit report for such year for the Parent and its Subsidiaries, including therein the Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such Fiscal Year and the related Consolidated statements of income, shareholders’ equity and cash flows of the Parent and its Subsidiaries for such Fiscal Year, and the corresponding figures as at the end of, and for, the preceding Fiscal Year, and certified by KPMG L.L.P. or other independent certified public accountants of nationally recognized standing reasonably acceptable to the Administrative Agent in an opinion, without qualification as to the scope, and including, if requested by the Administrative Agent, any management letters delivered by such accountants to the Parent in connection with such audit, together with a Compliance Certificate duly executed by a Responsible Officer of the Parent.

(c)Notices of Material Variations and Supplemental Reports. As soon as available and in any event not later than 60 days after the end of each Fiscal Quarter of the Parent and 90 days after the end of each Fiscal Year of the Parent, (i) written notice of any anticipated material variation

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to the consolidated operating budget or a Capital Expenditure and FF&E expenditure budget prepared pursuant to Section 5.05(d), except for such changes resulting from the acquisition of a New Property or the acquisitions of New Properties, (ii) a report certified by a Responsible Officer of the Parent setting forth for each Unencumbered Property for the Fiscal Quarter just ended the average daily rate, the average occupancy, the RevPAR, the total gross revenues, the total expenses, the Adjusted NOI and the payments made under the participating leases for such Hotel Properties, and (iii) a report certified by a Responsible Officer of the Parent setting forth for all of the Hotel Properties owned or leased by the Parent or any of its Subsidiaries on a Consolidated basis for the Fiscal Quarter just ended the average daily rate, the average occupancy, the RevPAR, the total gross revenues, the total expenses, the Adjusted NOI and the payments made under the participating leases for such Hotel Properties.

(d)Annual Budgets. No later than 60 days after the start of each Fiscal Year, the annual operating budget and Capital Expenditure and FF&E expenditure budget for such Fiscal Year for (i) the Unencumbered Properties on a Consolidated basis, (ii) all of the Hotel Properties owned or leased by the Parent or any of its Subsidiaries on a Consolidated basis, and (iii) on a Consolidated basis for the Parent and its Subsidiaries, in each case in reasonable detail and duly certified by a Responsible Officer of the Parent as the budgets presented or to be presented to the Parent’s Board of Directors for their review.

(e)Securities Law Filings. Promptly and in any event within 10 Business Days after the sending or filing thereof, copies of all proxy material, reports and other information which the Borrower, the Parent or any of their respective Subsidiaries sends to or files with the United States Securities and Exchange Commission or sends to all shareholders of the Parent or partners of the Borrower.

(f)Defaults. As soon as possible and in any event within five days after the occurrence of each Default known to a Responsible Officer of the Borrower, the Parent or any of their respective Subsidiaries, a statement of an authorized financial officer or Responsible Officer of the Borrower setting forth the details of such Default and the actions which the Borrower has taken and proposes to take with respect thereto.

(g)ERISA Notices. As soon as possible and in any event (i) within 30 days after the Parent, the Borrower or any of a Controlled Group knows that any Termination Event described in clause (a) of the definition of Termination Event with respect to any Plan has occurred, (ii) within 10 days after the Parent, the Borrower or any of a Controlled Group knows that any other Termination Event with respect to any Plan has occurred, a statement of the Chief Financial Officer of the Parent describing such Termination Event and the action, if any, which the Parent, the Borrower or such member of such Controlled Group proposes to take with respect thereto; (iii) within 10 days after receipt thereof by the Parent, the Borrower or any of a Controlled Group from the PBGC, copies of each notice received by the Parent, the Borrower or any such member of such Controlled Group of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan; and (iv) within 10 days after receipt thereof by the Parent, the Borrower or any member of a Controlled Group from a Multiemployer Plan sponsor, a copy of each notice received by the Parent, the Borrower or any member of such Controlled Group concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA.

(h)Environmental Notices. Promptly upon receipt thereof by the Parent, the Borrower or any of their Subsidiaries, a copy of any form of notice, summons or citation received from the

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United States Environmental Protection Agency, or any other Governmental Authority concerning (i) violations or alleged violations of Environmental Laws, which seeks to impose liability therefor, (ii) any action or omission on the part of the Parent or Borrower or any of their present or former Subsidiaries in connection with Hazardous Waste or Hazardous Substances which, based upon information reasonably available to the Borrower, could reasonably be expected to cause a Material Adverse Change or an Environmental Claim in excess of $1,000,000, (iii) any notice of potential responsibility under CERCLA, or (iv) concerning the filing of a Lien upon, against or in connection with the Parent, Borrower, their present or former Subsidiaries, or any of their leased or owned Property, wherever located.

(i)Other Governmental Notices or Actions. Promptly and in any event within five Business Days after receipt thereof by the Borrower, the Parent or any of their respective Subsidiaries, (i) a copy of any notice, summons, citation, or proceeding seeking to adversely modify in any material respect, revoke, or suspend any license, permit, or other authorization from any Governmental Authority, which action could reasonably be expected to cause a Material Adverse Change, and (ii) any revocation or involuntary termination of any license, permit or other authorization from any Governmental Authority, which revocation or termination could reasonably be expected to cause a Material Adverse Change.

(j)Other Notices. (i) Promptly, a copy of any notice of default or any other material notice (including without limitation property condition reviews) received by the Borrower or any Material Subsidiary from any franchisor, property manager, or any ground lessor under a Qualified Ground Lease, and

(ii)Promptly following any merger or dissolution of any Subsidiary of the Borrower which is permitted hereunder or event which would make any of the representations in Sections 4.01-4.04 untrue, notice thereof.

(k)Material Litigation. As soon as possible and in any event within five days of any of the Borrower, the Parent or any of their respective Subsidiaries having knowledge thereof, notice of any litigation, claim or any other event which could reasonably be expected to cause a Material Adverse Change.

(l)Certificate in Support of Release. Not more than 30 days prior to a request to release a Subsidiary’s obligations under the Guaranty pursuant to Section 5.09(b), a Compliance Certificate duly executed by a Responsible Officer of the Parent.

(m)Investment Grade Rating Notice. Promptly upon a Responsible Officer becoming aware of a change in the Investment Grade Rating (including the initial issuance of any Investment Grade Rating) or any other credit rating given by S&P, Moody’s or another nationally-recognized rating agency to the Parent’s long‑term senior unsecured debt or any announcement that any such rating is “under review” or that such rating has been placed on a watch list or that any similar action has been taken by S&P, Moody’s or another nationally-recognized rating agency, notice of such change, announcement or action.

(n)Other Information. Such other information respecting the business or Properties, or the condition or operations, financial or otherwise, of the Borrower, the Parent or any of their respective Subsidiaries, as the Administrative Agent may from time to time reasonably request.

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Section 5.06Maintenance of Property. The Borrower will, and will cause each of its Subsidiaries to, (a) maintain their owned, leased, or operated Property in a manner substantially consistent with hotel properties and related property of the same quality and character and shall keep or cause to be kept every part thereof and its other properties in good condition and repair, reasonable wear and tear excepted, and make all reasonably necessary repairs, renewals or replacements thereto as may be reasonably necessary to conduct the business of the Borrower and its Subsidiaries, (b) not renovate or expand any such Hotel Property except for the renovation or expansion of a Hotel Property which complies with the limitations set forth in this Agreement on the aggregate amount of renovations and expansions the Borrower, the Parent and their Subsidiaries are permitted at any one time, (c) not knowingly or willfully permit the commission of waste or other injury, or the occurrence of pollution, contamination or any other condition in, on or about any Hotel Property, and (d) substantially maintain and repair each Hotel Property as required by any franchise agreement, license agreement, management agreement or ground lease for such Hotel Property. Except as may be required to maintain the Parent’s status as a REIT under the Code, any Capital Expenditures or expenditures or leases for FF&E made for any Hotel Property shall be in the name or for the benefit of the Property Owner for such Hotel Property.

Section 5.07Insurance. The Borrower will maintain and/or remain the beneficiary under, and cause each of its Subsidiaries to maintain and/or remain the beneficiary under, the insurance required pursuant to Schedule 5.07.

Section 5.08Use of Proceeds. The proceeds of the Advances have been, and will be used by the Borrower for the purposes set forth in Section 4.09(a) and in compliance with all applicable Sanctions and Anti-Corruption Laws.

Section 5.09New Guarantors. (a) The Borrower will promptly notify the Administrative Agent of the creation of or Investment in a Person which may fall within the definition of a Guarantor and will provide any financial and other information with respect to such Person as the Administrative Agent may reasonably request. In the event the Administrative Agent (after consultation with the Borrower) determines that such Person is required to be designated a Guarantor hereunder, the Administrative Agent shall provide notice of the same to the Borrower, it being understood and agreed that any Person that owns an Unencumbered Property and any Person who leases an Unencumbered Property as an Operating Lessee shall be required to become a Guarantor promptly and in any event on or prior to the date any Hotel Property owned or leased by such Person is included as an Unencumbered Property hereunder. Within sixty (60) days after the Borrower’s receipt of such notice from the Administrative Agent, the Borrower shall cause such Person to deliver to the Administrative Agent (i) either (a) an original Guaranty and Environmental Indemnity executed by such Person or (b) an Accession Agreement executed by such Person, and (ii) such other information or documents with respect to such Person as the Administrative Agent may reasonably request.

(b)If no Default exists at such time, and any Hotel Property no longer qualifies as an Unencumbered Property, any Subsidiary of the Borrower which owned or leased such Hotel Property, but not any other Unencumbered Property, shall be released by the Administrative Agent from such Subsidiary’s obligations under the Guaranty upon such time that the Borrower provides the Administrative Agent with (i) a written request for such release and (ii) a Compliance Certificate evidencing pro forma compliance with Article VII hereof.

(c)The provisions of Section 5.09(a) and (b) shall only apply prior to an Investment Grade Release Event and from and after an Investment Grade Release Event no Subsidiary of the Borrower shall be required to become a Guarantor under this Agreement, in each case only so long as such Subsidiary (i) is not required by the terms of any other Senior Financing Transaction to become a guarantor or borrower

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of any of the obligations under such other Senior Financing Transaction and (ii) has not become a guarantor or borrower in respect of any other Senior Financing Transaction.

ARTICLE VI

NEGATIVE COVENANTS

So long as any Note or any amount under any Credit Document shall remain unpaid or any Bank shall have any Commitment, the Borrower agrees, unless the Administrative Agent shall otherwise consent in writing (subject to the provisions of Section 11.01), to comply with the following covenants.

Section 6.01Liens, Etc. The Borrower will not create, assume, incur or suffer to exist, or permit any of its Subsidiaries (except for Permitted Other Subsidiaries) to create, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume or suffer to exist Liens:

(a)securing the Obligations;

(b)for taxes, assessments or governmental charges or levies on Property of the Borrower or any Material Subsidiary to the extent not required to be paid pursuant to Sections 5.03;

(c)imposed by law (such as landlords’, carriers’, warehousemen’s and mechanics’ liens or otherwise arising from litigation) (a) which are being contested in good faith and by appropriate proceedings, (b) with respect to which reserves in conformity with GAAP have been provided, (c) which have not resulted in any Hotel Property being in jeopardy of being sold, forfeited or lost during or as a result of such contest, (d) neither the Administrative Agent nor any Bank could become subject to any civil fine or penalty or criminal fine or penalty, in each case as a result of non‑payment of such charge or claim and (e) such contest does not, and could not reasonably be expected to, result in a Material Adverse Change;

(d)on leased personal property to secure solely the lease obligations associated with such property;

(e)securing Secured Recourse Indebtedness and Secured Non‑Recourse Indebtedness permitted pursuant to the provisions of Section 6.02; and

(f)arising under the New York Mortgages; provided, no New York Mortgage shall be permitted hereunder unless the Administrative Agent is a “Qualified Unsecured Lender” (as such term is defined in the Revolving Credit Agreement) with respect to such New York Mortgage for purposes of Section 9.01(f) of the Revolving Credit Agreement.

Section 6.02Indebtedness. The Borrower, the Parent and their respective Subsidiaries will not incur or permit to exist any Indebtedness other than the Obligations and the following:

(a)Unsecured Indebtedness; provided, however, that the maximum principal amount of the LHL Facility and any Refinancing Debt in respect thereof shall not exceed $25,000,000 at any time;

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(b)Secured Recourse Indebtedness and Secured Non‑Recourse Indebtedness incurred by Permitted Other Subsidiaries to the extent that the covenants contained in Article VII are complied with;

(c)The Swap Contracts with the Swap Banks in effect as of the Closing Date and any other Indebtedness in the form of Interest Rate Agreements; provided that (i) such agreements shall be unsecured, (ii) the dollar amount of indebtedness subject to such agreements and the indebtedness subject to Interest Rate Agreements in the aggregate shall not exceed the sum of the amount of the Commitments and other Indebtedness permitted pursuant to this Section 6.02 which bears interest at a variable rate, and (iii) the agreements shall be at such interest rates and otherwise in form and substance reasonably acceptable to the Administrative Agent;

(d)Any of the following Indebtedness incurred by the Parent (to the extent the same constitutes Indebtedness):

(i)guaranties in connection with the Indebtedness secured by a Hotel Property of (A) if the Hotel Property is subject to a ground lease, the payment of rent under such ground lease, (B) real estate taxes relating to such Hotel Property, and (C) capital reserves required under such Indebtedness;

(ii)indemnities for certain acts of malfeasance, misappropriation and misconduct and an environmental indemnity for the lender under Indebtedness permitted under this Agreement;

(iii)indemnities for certain acts of malfeasance, misappropriation and misconduct by the Permitted Other Subsidiaries, environmental indemnities, and other customary non-recourse carveouts as described in the definition of “Secured Non-Recourse Indebtedness”, all for the benefit of the lenders of other Permitted Other Subsidiary Indebtedness in connection with such Indebtedness; and

(iv)guaranties of franchise agreements;

(e)If and to the extent the same would not otherwise be permitted under paragraphs (a) through (d) above, extensions, renewals and refinancing of any of the Indebtedness specified in paragraphs (a) - (d) above (any such extension, renewal or refinancing, “Refinancing Debt”) so long as (A) the principal amount of such Indebtedness is not thereby increased and (B) the other material terms, taken as a whole, of any such Indebtedness are nolessfavorable in any material respect to the Borrower, the Parent or any of their respective Subsidiaries or the Banks than the terms governing the Indebtedness being extended, renewed or refinanced;

(f)Indebtedness of a Material Subsidiary to the Borrower or another Material Subsidiary provided such Indebtedness is subordinated to the Obligations in a manner reasonably acceptable to the Administrative Agent; and

(g)Capital Leases for personal property not to exceed in the aggregate $5,000,000 at any time outstanding; provided, however, that for purposes of this clause (g), no Qualified Ground Lease shall comprise a Capital Lease.

Section 6.03Agreements Restricting Distributions From Subsidiaries. The Borrower will not, nor will it permit any of its Subsidiaries (other than Permitted Other Subsidiaries) to, enter into any agreement

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(other than a Credit Document) which limits distributions to or any advance by any of the Borrower’s Subsidiaries to the Borrower.

Section 6.04Restricted Payments. Neither the Parent, the Borrower, nor any of their respective Subsidiaries, will make any Restricted Payment, except that:

(a)provided no Default has occurred and is continuing or would result therefrom, the Parent may make cash payments to its shareholders with respect to the Parent Common Stock (including in connection with the repurchase of Stock or Stock Equivalents);

(b)provided no Default has occurred and is continuing or would result therefrom, the Borrower shall be entitled to make cash distributions to its partners, including the Parent;

(c)a Subsidiary of the Borrower may make a Restricted Payment to the Borrower;

(d)the limited partners of the Borrower shall be entitled to exchange limited partnership interests in the Borrower for the Parent’s stock or redeem such interests for cash, as provided in the Borrower’s limited partnership agreement;

(e)the Borrower shall be entitled to issue limited partnership interests in the Borrower in exchange of ownership interests in Subsidiaries and Unconsolidated Entities which own a Future Property to the extent such Investment is permitted pursuant to the provisions of Section 6.07;

(f)provided no Default has occurred and is continuing or would result therefrom, the Parent may pay cash dividends to the holders of the Parent preferred stock permitted by this Agreement; and

(g)provided no Default has occurred and is continuing or would result therefrom, the Parent may repurchase Parent Common Stock and repurchase or redeem Parent preferred stock.

Notwithstanding the foregoing, but subject to the following sentence, if a Default or Event of Default shall have occurred and be continuing, the Parent may only declare or make cash distributions to its shareholders during any Fiscal Quarter in an aggregate amount not to exceed the minimum amount necessary for the Parent to maintain its status as a REIT. If a Default or Event of Default specified in Section 8.1(a) or Section 8.1(f) of this Agreement shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 8.2 of this Agreement, the Parent shall not, and shall not permit any of its Subsidiaries to, make any Restricted Payments to any Person whatsoever other than to the Borrower or any of its Subsidiaries.

Section 6.05Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary and the Borrower or such other Subsidiary other than a Permitted Other Subsidiary, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of such Person’s material property except for a Permitted Hotel Sale, dispositions or replacements of personal property in the ordinary course of business,

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or Hotel Properties which are not Unencumbered Properties; (c) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate a Permitted Hotel Sale); (d) except for sales of ownership interests not prohibited by this Agreement and the issuance of limited partnership interests in the Borrower in exchange for ownership interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (e) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution or (f) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; in each case provided that the Parent shall be permitted to issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this Agreement.

Section 6.06Participating Lessee Ownership. Neither the Parent nor the Borrower shall, nor shall permit any of their respective Subsidiaries to, own directly or indirectly such a percentage of the beneficial ownership interest in any participating lessee as would cause a potential Event of Default under Section 8.01(m) of this Agreement.

Section 6.07Investments, Loans, Future Properties. Neither the Parent nor the Borrower shall, nor shall permit any of their respective Subsidiaries to, acquire by purchase, or otherwise, all or substantially all of the business, property or fixed assets of any Person or any Hotel Property or other real estate, make or permit to exist any loans, advances or capital contributions to, or make any Investments in (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or purchase or commit to purchase any evidences of Indebtedness of, stock or other securities, partnership interests, member interests or other interests in any Person, except the following (provided that after giving effect thereto there shall exist no Default):

(a)Liquid Investments;

(b)trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade terms, and other assets owned in the ordinary course of owning the Hotel Properties and operating the business of the Borrower and its Subsidiaries;

(c)a Future Property (or a Person that owns a Future Property) which qualifies as an Unencumbered Property or a Permitted Non‑Unencumbered Property; providedthat no such individual Hotel Property shall exceed 30% of the Consolidated Total Book Value;

(d)Investments in (i) unimproved land which do not in the aggregate have an Investment Amount which exceeds 5% of the Consolidated Total Book Value; (ii) Development Properties which do not in the aggregate have an Investment Amount which exceeds 15% of the Consolidated Total Book Value, (iii) Unconsolidated Entities which do not in the aggregate have an Investment Amount which exceeds 15% of the Consolidated Total Book Value, and (iv) mortgages, deeds of trust, deeds to secure debt or similar instruments that are a lien on real property or mezzanine loans that are secured by pledges of equity interests in entities that directly or indirectly own real property, in each case where such real property is improved by fully operational hotels and which instruments and pledges secure Indebtedness evidenced by a note or bond, which do not in the aggregate have an Investment Amount which exceeds 10% of the Consolidated Total Book Value;

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provided that the aggregate Investment Amount for all Investments made pursuant to this Section 6.07(d) shall not exceed 30% of the Consolidated Total Book Value;

(e)Investments in Subsidiaries that are used by such Subsidiaries to make Investments permitted under this Section 6.07;

(f)Capital Expenditures in Hotel Properties; and

(g)any other Investments not covered by the preceding paragraphs of this Section 6.07 and not otherwise prohibited by this Agreement, provided that the aggregate Investment Amount for all Investments made pursuant to this clause (g) shall not exceed 0.50% of Consolidated Total Book Value.

Notwithstanding the foregoing, neither the Borrower, nor the Parent, nor their respective Subsidiaries shall acquire a Future Property or otherwise make an Investment which would (a) cause a Default, (b) cause or result in the Borrower or the Parent failing to comply with any of the financial covenants contained herein, (c) cause the aggregate Investment Amount for (i) all Future Properties located outside the United States and (ii) all Investments made pursuant to Section 6.07(d) which are either located outside the United States or in an Unconsolidated Entity which has at least 50% of its assets located outside the United States to exceed 10% of the Consolidated Total Book Value or (e) cause the Parent’s or any Subsidiary’s Investment in the Personal Property for any Hotel Property to cause a potential Event of Default under Section 8.01(m) of this Agreement.

Section 6.08Affiliate Transactions. Except as otherwise approved by a majority of the Board of Trustees of the Parent including a majority of the independent trustees, the Borrower will not, and will not permit any of its Subsidiaries to, make, directly or indirectly (a) any transfer, sale, lease, assignment or other disposal of any assets to any Affiliate of the Borrower which is not a Guarantor or any purchase or acquisition of assets from any such Affiliate; or (b) any arrangement or other transaction directly or indirectly with or for the benefit of any such Affiliate (including without limitation, guaranties and assumptions of obligations of an Affiliate), other than in the ordinary course of business and at market rates.

Section 6.09Sale and Leaseback. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any arrangement with any Person, whereby in contemporaneous transactions the Borrower or such Subsidiary sells essentially all of its right, title and interest in a material asset and the Borrower or such Subsidiary acquires or leases back the right to use such property.

Section 6.10Sale or Discount of Receivables. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, sell with recourse, or discount or otherwise sell for less than the face value thereof, any of its notes or accounts receivable, other than in the ordinary course of business and consistent with past and existing business practices.

Section 6.11Restriction on Negative Pledges. The Borrower will not, and will not permit any of its Subsidiaries that directly or indirectly own an interest in any Unencumbered Property to, enter into or suffer to exist any agreement (other than (i) this Agreement and the Credit Documents, (ii) any agreement that conditions the ability of the Parent or its Subsidiaries to encumber their assets upon the maintenance of one or more specified ratios that limit the ability of such Persons to encumber their assets but that do not generally prohibit the encumbrance of assets or the encumbrance of specific assets, and (iii) a provision in any agreement governing Qualified Unsecured Debt (as such term is defined in the Revolving Credit Agreement or, in the event that the Revolving Credit Agreement is no longer in effect, as such term was defined in the Revolving Credit Agreement last in effect) generally prohibiting the encumbrance of assets

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(exclusive of any outright prohibition on the encumbrance of particular Unencumbered Properties) so long as such provision is generally consistent with a comparable provision of the Credit Documents) prohibiting the creation or assumption of any Lien upon the Unencumbered Properties, whether now owned or hereafter acquired; provided that, the Borrower and its Subsidiaries that are Material Subsidiaries may permit a Lien upon a Hotel Property that was an Unencumbered Property at the end of the immediately preceding Fiscal Quarter of the Parent, so long as no Default exists at such time or would be caused thereby and the Borrower has provided to the Administrative Agent a Compliance Certificate evidencing pro forma compliance with Article VII hereof following the removal of such Hotel Property as an Unencumbered Property.

Section 6.12Material Documents. The Borrower will not, nor will it permit any of its Subsidiaries (other than Permitted Other Subsidiaries) to, enter into any termination, modification or amendment of any of the following documents without the prior written consent of the Administrative Agent:

(a)Qualified Ground Lease; and

(b)Any other material agreement, including without limitation any participating lease or management agreement.

provided, however, that so long as no Default or Event of Default has occurred and is continuing, such terminations, modifications or amendments shall be permitted so long as they could not reasonably be expected to (i) cause a Material Adverse Change or (ii) impair or otherwise adversely affect in any material respect the interests or rights of the Administrative Agent or any Bank, in each case after taking into account the effect of any agreements that supplement or serve to replace, in whole or in part, such Qualified Ground Leases or other material agreements. Any termination, modification or amendment prohibited under this Section 6.12 shall, to the extent permitted by applicable law, be void and of no force and effect.

Section 6.13Limitations on Development, Construction, Renovation and Purchase of Hotel Properties. Neither the Parent nor the Borrower shall or shall permit any of their respective Subsidiaries to (a) engage in the development, construction or expansion of any Hotel Properties (except for Development Properties permitted by the provisions of Section 6.07) or (b) enter into any binding agreements to purchase Hotel Properties or other assets; provided that the Parent, the Borrower and their Subsidiaries may enter into binding agreements to purchase Hotel Properties or other assets if at all times such Person has available sources of capital equal to the portion of the purchase price of such Hotel Properties or other assets which constitutes a recourse obligation of the Parent, the Borrower or its Subsidiary, which available sources of capital may include Advances to the extent that the Borrower may borrow the same for the purposes required or other Indebtedness permitted by the terms of this Agreement.

Section 6.14New York Mortgages. So long as any New York Mortgage remains in effect, the Borrower will not, nor will it permit any of its Subsidiaries to, enter into any modification or amendment with respect to Section 9.01(f) of the Revolving Credit Agreement (or any of the defined terms “Qualified Unsecured Lender,” “Qualified Unsecured Debt” or “New York Mortgage” under the Revolving Credit Agreement) without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed.

Section 6.15    OFAC. Knowingly engage in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is, or whose government is, the subject of Sanctions.

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ARTICLE VII

FINANCIAL COVENANTS

So long as any Note or any amount under any Credit Document shall remain unpaid, or any Bank shall have any Commitment hereunder, unless the Administrative Agent shall otherwise consent in writing (subject to the provisions of Section 11.01), the Borrower agrees to comply and cause the Parent to comply with the following covenants.

Section 7.01Fixed Charge Coverage Ratio. The Parent shall maintain at the end of each Rolling Period a Fixed Charge Coverage Ratio of not less than 1.50 to 1.01.00.

Section 7.02Maintenance of Net Worth. The Parent shall at all times maintain an Adjusted Net Worth of not less than the Minimum Tangible Net Worth.

Section 7.03Limitations on Total Liabilities. The Parent shall not at any time permit the Leverage Ratio to be greater than 6.06.50 to 1.01.00; provided, however, that the Leverage Ratio may be increased to 7.00 to 1.00 at the Borrower's election (x) one time for four consecutive fiscal quartersat any time after the Parent has achieved an Investment Grade Rating, the Parent may make a one-time election to increase the maximum Leverage Ratio to 7.0 to 1.0 for the four consecutive calendar quarters commencing with the next calendar quarter following such election for which the Borrower is required to deliver financial statements pursuant to Section 5.05(a)(y) one or more times for two consecutive fiscal quarters each following a Material Acquisition, or (z) one time for two consecutive fiscal quarters so long as no Default has occurred and is continuing and the Applicable Margin is increased as set forth in the definition of Applicable Margin;provided furtherthat such elections may not be made simultaneously.

Section 7.04Limitations on Unsecured Indebtedness. The Parent shall not at any time on a Consolidated basis permit the ratio of (a) the Parent’s Unsecured Indebtedness to (b) the Total Unencumbered Asset Value to exceed sixty percent (60%);provided,however, that such ratio may be increased to sixty-five percent (65%) one or more times for two consecutive fiscal quarters following a Material Acquisition.

Section 7.05Limitations on Secured Indebtedness. The Parent shall not at any time on a Consolidated basis permit the ratio of (a) the Parent’s Secured Indebtedness to (b) the Consolidated Total Book Value to exceed forty-five percent (45%).

ARTICLE VIII

EVENTS OF DEFAULT; REMEDIES

Section 8.01Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” under any Credit Document:

(a)Principal Payment. The Borrower shall fail to pay any principal of any Note when the same becomes due and payable as set forth in this Agreement;

(b)Interest or Other Obligation Payment. The Borrower shall fail to pay any interest on any Note or any fee or other amount payable hereunder or under any other Credit Document when the same becomes due and payable as set forth in this Agreement, providedhowever that the

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Borrower will have a grace period of five days after the payments covered by this Section 8.01(b) becomes due and payable for the first two defaults under this Section 8.01(b) in every calendar year;

(c)Representation and Warranties. Any representation or warranty made or deemed to be made (i) by the Borrower in this Agreement or in any other Credit Document, (ii) by the Borrower (or any of its officers) in connection with this Agreement or any other Credit Document, or (iii) by the Parent or any Subsidiary in any Credit Document shall prove to have been incorrect in any material respect when made or deemed to be made;

(d)Covenant Breaches. (i) The Borrower shall fail to perform or observe any covenant contained in Sections 5.02(a)(i), (b)(i) or (f), 5.08, Article VI or Article VII of this Agreement or the Borrower shall fail to perform or observe, or shall fail to cause any Subsidiary other than a Permitted Other Subsidiary to perform or observe any covenant in any Credit Document beyond any notice and/or cure period for such default expressly provided in such Credit Document or (ii) the Borrower, the Parent or any Subsidiary other than a Permitted Other Subsidiary shall fail to perform or observe any term or covenant set forth in any Credit Document which is not covered by clause (i) above or any other provision of this Section 8.01, in each case if such failure shall remain unremedied for 30 days after the earlier of the date written notice of such default shall have been given to the Borrower, the Parent or such Subsidiary other than a Permitted Other Subsidiary by the Administrative Agent or any Bank or the date a Responsible Officer of the Borrower or any Material Subsidiary has actual knowledge of such default, unless such default in this clause (ii) cannot be cured in such 30 day period and the Borrower is diligently proceeding to cure, or caused to be cured, such default, in which event the cure period shall be extended to 90 days;

(e)Cross‑Defaults. (i) with respect to (A) any Secured Non‑Recourse Indebtedness which is outstanding in a principal amount of at least $150,000,000220,000,000 individually or when aggregated with all such Secured Non‑Recourse Indebtedness of the Borrower, the Parent or any of their respective Subsidiaries or (B) any other Indebtedness (but excluding Indebtedness evidenced by the Notes) which is outstanding in a principal amount of at least $75,000,000 individually or when aggregated with all such Indebtedness of the Borrower, the Parent or any of their respective Subsidiaries, any of the following:

(A)any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof,

(B)the Borrower, the Parent or any of their respective Subsidiaries shall fail to pay any principal of or premium or interest of any of such Indebtedness (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, or

(C)any other event shall occur or condition shall exist under any agreement or instrument relating to such Indebtedness, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to permit the holders of such Indebtedness to accelerate the maturity of such Indebtedness;

(f)Insolvency. The Borrower, the Parent, any Guarantor, or any of their respective Material Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in

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writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower, the Parent, any Guarantor, or any of their respective Material Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against the Borrower, the Parent, any Guarantor, or any of their respective Material Subsidiaries, either such proceeding shall remain undismissed for a period of 60 days or any of the actions sought in such proceeding shall occur; or the Borrower, the Parent, any Guarantor, or any of their respective Material Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this paragraph (f);

(g)Judgments. Any judgment or order for the payment of money in excess of $75,000,000 (reduced for purposes of this paragraph for the amount in respect of such judgment or order that a reputable insurer has acknowledged being payable under any valid and enforceable insurance policy) shall be rendered against the Borrower, the Parent or any of their respective Subsidiaries which, within 60 days from the date such final judgment is entered, shall not have been discharged or execution thereof stayed pending appeal;

(h)ERISA. (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is likely to result in the termination of such Plan for purposes of Title IV of ERISA, unless such Reportable Event, proceedings or appointment are being contested by the Parent or the Borrower in good faith and by appropriate proceedings, (iv) any Plan shall terminate for purposes of Title IV of ERISA, (v) the Parent, the Borrower or any member of a Controlled Group shall incur any liability in connection with a withdrawal from a Multiemployer Plan or the insolvency (within the meaning of Section 4245 of ERISA) or reorganization (within the meaning of Section 4241 of ERISA) of a Multiemployer Plan, unless such liability is being contested by the Parent or the Borrower in good faith and by appropriate proceedings, or (vi) any other event or condition shall occur or exist, with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could subject the Borrower, the Parent or any Material Subsidiary to any tax, penalty or other liabilities in the aggregate exceeding $75,000,000 at the time of such event or upon occurrence of such condition;

(i)Guaranty. Any Guaranty shall for any reason cease to be valid and binding on any Guarantor or any Guarantor shall so state in writing;

(j)Environmental Indemnity. Any Environmental Indemnity shall for any reason cease to be valid and binding on any Person party thereto or any such Person shall so state in writing;

(k)LaSalle Leasing. The Borrower shall for any reason cease to own, directly or indirectly, at least 99.9% of the equity interests in LaSalle Leasing;

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(l)Default Under Qualified Ground Lease. Qualified Ground Leases for Hotel Properties which comprise twenty-five percent (25%) or more of the Asset Value have in the aggregate either (i) been terminated because of a default by the lessee under such Qualified Ground Lease or (ii) are subject to a default by the lessee under such Qualified Ground Lease which has not been cured or waived 10 days prior to the date the ground lessors under such Qualified Ground Lease would have the right to terminate such Qualified Ground Leases;

(m)Parent’s REIT Status. There shall be a determination from the applicable Governmental Authority from which no appeal can be taken that the Parent’s tax status as a REIT has been lost;

(n)Parent Common Stock. The Parent at any time hereafter fails to cause the Parent Common Stock to be duly listed on the New York Stock Exchange, Inc. or another nationally recognized stock exchange; or

(o)Changes in Ownership and Control. Any of the following occur without the written consent of the Required Lenders: (A) the Parent (i) amends the Borrower’s partnership agreement in any material and adverse respect (which shall not include any customary amendments to reflect transactions permitted by this Agreement so long as such amendments are not otherwise adverse to the Administrative Agent or any of the Banks, (ii) admits a new general partner to the Borrower, (iii) own less than 70% of the partnership interests in and beneficial ownership of the Borrower, or (iv) resigns as general partner of the Borrower, or (B) the failure of individuals who are members of the board of directors (or similar governing body) of the Parent on the Closing Date (together with any new or replacement directors whose initial nomination for election was approved by a majority of the directors who were either directors on the Closing Date or previously so approved) to constitute a majority of the board of directors (or similar governing body) of the Parent.

Section 8.02Optional Acceleration of Maturity. If any Event of Default (other than an Event of Default pursuant to paragraph (f) of Section 8.01 with respect to the Borrower or the Parent) shall have occurred and be continuing, then, and in any such event,

(a)the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Bank to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Notes, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Notes, all such interest and all such amounts shall become and be forthwith due and payable in full, without presentment, demand, protest or further notice of any kind (including, without limitation, any notice of intent to accelerate or notice of acceleration), all of which are hereby expressly waived by the Borrower,

(b)[Reserved], and

(c)the Administrative Agent shall at the request of, or may with the consent of, the Required Lenders proceed to enforce its rights and remedies under the Credit Documents for the ratable benefit of the Banks by appropriate proceedings.

Section 8.03Automatic Acceleration of Maturity. If any Event of Default pursuant to paragraph (f) of Section 8.01 with respect to the Borrower or the Parent shall occur, the obligation of each Bank to make Advances shall immediately and automatically be terminated and the Notes, all interest on the Notes and all other amounts payable under this Agreement shall immediately and automatically become

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and be due and payable in full, without presentment, demand, protest or any notice of any kind (including, without limitation, any notice of intent to accelerate or notice of acceleration), all of which are hereby expressly waived by the Borrower.

Section 8.04[Reserved].

Section 8.05Non‑exclusivity of Remedies. No remedy conferred upon the Administrative Agent or the Banks is intended to be exclusive of any other remedy, and each remedy shall be cumulative of all other remedies existing by contract, at law, in equity, by statute or otherwise.

Section 8.06Right of Set‑off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the granting of the consent, if any, specified by Section 8.02 to authorize the Administrative Agent to declare the Notes and any other amount payable hereunder due and payable pursuant to the provisions of Section 8.02 or the automatic acceleration of the Notes and all amounts payable under this Agreement pursuant to Section 8.03, each Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Note held by such Bank, and the other Credit Documents, irrespective of whether or not such Bank shall have made any demand under this Agreement, such Note, or such other Credit Documents, and although such obligations may be unmatured. Each Bank agrees to promptly notify the Borrower after any such set‑off and application made by such Bank, provided that the failure to give such notice shall not affect the validity of such set‑off and application. The rights of each Bank under this Section are in addition to any other rights and remedies (including, without limitation, other rights of set‑off) which such Bank may have.

ARTICLE IX

[RESERVED]

ARTICLE X

AGENCY PROVISIONS

Section 10.01Authorization and Action. Each Bank hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers under this Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms hereof and of the other Credit Documents, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or any other Credit Document (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Banks and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, any other Credit Document, or applicable law. The functions of the Administrative Agent are administerial in nature and in no event shall the Administrative Agent have a fiduciary or trustee relation in respect of any Bank by reason of this Agreement or any other Credit Document. Within 5 Business Days of the Administrative Agent or a Bank receiving

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actual notice (without any duty to investigate) of a Default, the Administrative Agent or such Bank, as applicable, will provide written notice of such Default to the Banks.

Section 10.02Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken (including such Person’s own negligence) by it or them under or in connection with this Agreement or the other Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Credit Document on the part of the Parent, the Borrower or their Subsidiaries or to inspect the property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Section 10.03Administrative Agent and Its Affiliates. With respect to its Commitment, the Advances made by it and the Notes issued to it, the Administrative Agent shall have the same rights and powers under this Agreement as any other Bank and may exercise the same as though it were not the Administrative Agent. The term “Bank” or “Banks” shall, unless otherwise expressly indicated, include the Administrative Agent in its individual capacity. The Administrative Agent and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Borrower or any of its Subsidiaries, and any Person who may do business with or own securities of the Borrower or any such Subsidiary, all as if the Administrative Agent were not the Administrative Agent hereunder and without any duty to account therefor to the Banks.

Section 10.04Bank Credit Decision. Each Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Bank and based on the Parent’s and the Borrower’s financial statements and the Parent’s filings under the Exchange Act and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement. Nothing in this Agreement or any other Credit Document shall require the Administrative Agent or any of its directors, officers, agents or employees to carry out any “know your customer” or other checks in relation to any Person on behalf of any Bank and each Bank confirms to the Administrative Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Administrative Agent or any of its directors, officers, agents or employees.

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Section 10.05Indemnification. The Banks severally agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), according to their respective Pro Rata Shares from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, litigation, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent (solely in its capacity as such) in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent under this Agreement or any other Credit Document (including the Administrative Agent’s own negligence), provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, litigation, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Bank agrees to reimburse the Administrative Agent promptly upon demand for its Pro Rata Share of any out‑of‑pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Credit Document, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. The term “Administrative Agent” shall be deemed to include the employees, directors, officers and affiliates of the Administrative Agent for purposes of this Section 10.05.

Section 10.06Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Banks and the Borrower and may be removed at any time with cause by the Required Lenders upon receipt of written notice from the Required Lenders to such effect. Upon receipt of notice of any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent which successor Administrative Agent shall be acceptable to the Borrower, unless an Event of Default then exists, in which event the Borrower shall have no such approval right. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Banks and the Borrower, appoint a successor Administrative Agent acceptable to the Borrower, which shall be a commercial bank meeting the financial requirements of an Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Administrative Agent under this Agreement and the other Credit Documents.

Section 10.07Co-Syndication Agents, Sole Lead Arranger and Sole Book Running Manager, Co-Documentation Agents. Compass Bank and U.S. Bank National Association shall be named Co-Syndication Agents, but the Co-Syndication Agents shall have no right or duty to act as agent on behalf of the Banks in such capacity. Citigroup Global Markets Inc. shall be named Sole Lead Arranger and Sole Book Running Manager under the Credit Documents, but shall have no right or duty to act as agent on behalf of the Banks in such capacity. The Royal Bank of Scotland plc, PNC Bank, National Association, Wells Fargo Bank National Association, Branch Banking and Trust Company, CréditAgricole Corporate and Investment Bank, Raymond James Bank, N.A., Royal Bank of Canada, and Sumitomo Mitsui Banking Corporation shall be named Co-Documentation Agents, but the Co-Documentation Agents shall have no right or duty to act as agent on behalf of the Banks in such capacity.

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Section 10.08Designation of Additional Agents. The Administrative Agent shall have the continuing right, for purposes hereof, at any time and from time to time to designate one or more of the Banks (and/or its or their Affiliates) as “arrangers” or other designations for purposes hereof, but no such designation shall have any substantive effect, and no such Banks or their Affiliates shall have any additional powers, duties or responsibilities as a result thereof.

ARTICLE XI

MISCELLANEOUS

Section 11.01Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes, or any other Credit Document, nor consent to any departure by the Borrower or any Guarantor therefrom, nor increase in the aggregate Commitments of the Banks, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment shall increase the Commitment of any Bank without the written consent of such Bank, and no amendment, waiver or consent shall, unless in writing and signed by all the Banks, do any of the following: (a) increase the aggregate Commitments of the Banks in excess of $300,000,000 (except in accordance with the provisions of Section 1.06), (b) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Credit Document or otherwise release the Borrower from any Obligations, (c) postpone any date fixed for any scheduled payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or extend the termination date of such Bank’s Commitment beyond the Maturity Date, (d) change the percentage of the Commitments of the Banks which shall be required for the Banks or any of them to take any action hereunder or under any other Credit Document, (e) amend this Section 11.01, (f) amend the definition of “Required Lenders”, (g) amend the definition of “Asset Value”, but not the definitions that are used in such definition, (h) release any Guarantor from its obligations under the Guaranty or any of the Environmental Indemnities; provided that the Administrative Agent can, if no Default then exists, release any Subsidiary of the Borrower in accordance with the provisions of Sections 5.09(b) or 11.23, (i) modify any provisions requiring payment to be made for the ratable account of the Banks, (j) amend the definition of “Pro Rata Share” or (k) require the duration of an Interest Period to be more than six months if such period is not available to all Banks; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document. In addition, none of the following decisions shall be made without the written consent of the Required Lenders:

(a)[Reserved];

(b)any determination to make a Borrowing after the occurrence and during the continuance of an Event of Default;

(c)[Reserved];

(d)any waiver of or any amendment to the financial covenants contained in Article VII of this Agreement or any definitions used therein;

(e)any waiver or modification of the covenants contained in Article V or Article VI;

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(f)any amendment, supplement or modification to, or waiver of, the provisions of Section 8.01 of this Agreement;

(g)any determination to send notice to the Borrower of, or otherwise declare, an Event of Default pursuant to Section 8.01 of this Agreement;

(h)any determination to accelerate the Obligations pursuant to Section 8.02 of this Agreement;

(i)any exercise of remedies under any Credit Document;

(j)any waiver for more than 45 days of, or any amendment to, the reporting requirements set forth in clauses (a)-(d) of Section 5.05 of this Agreement;

(k)any material waiver of the conditions to a Hotel Property qualifying as either an Unencumbered Property or a Permitted Non‑Unencumbered Property; and

(l)any other waiver or modification of the Credit Documents unless the applicable provision of this Agreement expressly permits such waiver or modification to be made by the Administrative Agent.

Any amendment to this Agreement including a covenant of the Parent or any of its Subsidiaries or amendment to a definition shall require the Borrower’s written consent.

Section 11.02Notices, Etc. (a) Except as specifically provided herein, all notices and other communications shall be in writing (including telecopy or telex) and mailed, telecopied, telexed, hand delivered or delivered by a nationally recognized overnight courier, (a) if to the Borrower, at its address at 3 Bethesda Metro Center, Suite 12007550 Wisconsin Avenue, 10th Floor, Bethesda, Maryland 20814, Attention: Mr. Bruce A. Riggins, with a copy to William Diamond at DeCampo Diamond & Ash, 747 Third Avenue, New York, New York 10017 (telephone: (212) 758-1710; telecopy (212) 758-1728) and a copy to Robert K. Hagan at Hagan & Vidovic, LLP, Suite 4322, 200 East Randolph Drive, Chicago, Illinois 60601 (telephone: (312) 228-2050; telecopy (312) 228-0982); (b) if to any Bank at its Domestic Lending Office; (c) if to the Administrative Agent, at its address at Citibank, N.A. Agency Department, 1615 Brett Road OPS III, New Castle, Delaware 19720, Attention: Global Loans AgencyBank Loan SyndicationsDepartment, (telecopy: (212) 994-0961646) 274-5080; telephone: (302) 894-6010); or (d) as to each party, at such other address or telecopier number as shall be designated by such party in a written notice to the other parties. All such notices and communications shall (i) when mailed, telecopied, telexed or hand delivered or delivered by overnight courier, be effective three days after deposited in the mails, when telecopy transmission is completed, when confirmed by telex answer-back or when delivered, (ii) when delivered by posting to an Approved Electronic Platform, an Internet website or a similar telecommunication device requiring that a user have prior access to such Approved Electronic Platform, website or other device (to the extent permitted by Section 11.02(b) to be delivered thereunder), when such notice, demand, request, consent and other communication shall have been made generally available on such Approved Electronic Platform, Internet website or similar device to the class of Person being notified (regardless of whether any such Person must accomplish, and whether or not any such Person shall have accomplished, any action prior to obtaining access to such items, including registration, disclosure of contact information, compliance with a standard user agreement or undertaking a duty of confidentiality) and such Person has been notified in respect of such posting that a communication has been posted to the Approved Electronic Platform, provided that if requested by any Bank, the Administrative Agent shall deliver a copy of the Communications to such Bank by e-mail or telecopier and (iii) when delivered by electronic mail or any other telecommunications device, upon receipt

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by the sender of a response from any one recipient, or from an employee or representative of the Person receiving notice on behalf of such Person, acknowledging receipt (which response may not be an automatic computer-generated response) and an identical notice is also sent simultaneously by mail, overnight courier or personal deliver as otherwise provided in this Section 11.02; provided, however, that notices and communications to the Administrative Agent pursuant to Article II or Article X shall not be effective until received by the Administrative Agent; provided further that any notice or communication which is delivered after the close of regular business hours of the recipient shall be deemed received on the next Business Day. Delivery by telecopier of an executed counterpart of a signature page to any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof. Each Bank agrees (i) to notify the Administrative Agent in writing of such Bank’s e-mail address to which a notice may be sent by electronic transmission (including by electronic communication) on or before the date such Bank becomes a party to this Agreement (and from time to time thereafter to ensure that the Administrative Agent has on record an effective e-mail address for such Bank) and (ii) that any notice may be sent to such e-mail address.

(b)Notwithstanding clause (a) (unless the Administrative Agent requests that the provisions of clause (a) be followed) and any other provision in this Agreement or any other Credit Document providing for the delivery of any Approved Electronic Communication by any other means, the Borrower and the Guarantors shall deliver all Approved Electronic Communications to the Administrative Agent by properly transmitting such Approved Electronic Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to global.loans.support@citigroup.com or such other electronic mail address (or similar means of electronic delivery) as the Administrative Agent may notify to the Borrower. Nothing in this clause (b) shall prejudice the right of the Administrative Agent or any Bank to deliver any Approved Electronic Communication to the Borrower or any Guarantor in any manner authorized in this Agreement or to request that the Borrower effect delivery in such manner.

(c)Each of the Banks and the Borrower and each Guarantor agrees that the Administrative Agent may, but shall not be obligated to, make the Approved Electronic Communications available to the Banks by posting such Approved Electronic Communications on IntraLinks™ or a substantially similar electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”). Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Closing Date, a dual firewall and a User ID/Password Authorization System) and the Approved Electronic Platform is secured through a single-user-per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Banks and the Borrower and each Guarantor acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution. In consideration for the convenience and other benefits afforded by such distribution and for the other consideration provided hereunder, the receipt and sufficiency of which is hereby acknowledged, each of the Banks and the Borrower and each Guarantor hereby approves distribution of the Approved Electronic Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.

(d)THE APPROVED ELECTRONIC PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NONE OF THE ADMINISTRATIVE AGENT NOR ANY OF ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM AND EACH EXPRESSLY DISCLAIMS ANY LIABILITY FOR ERRORS OR OMISSIONS IN THE

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APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES IN CONNECTION WITH THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM.

(e)Each of the Banks and the Borrower and each Guarantor agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Approved Electronic Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally-applicable document retention procedures and policies.

Section 11.03No Waiver; Remedies. No failure on the part of any Bank or the Administrative Agent to exercise, and no delay in exercising, any right hereunder or under any other Credit Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies provided in this Agreement and the other Credit Documents are cumulative and not exclusive of any remedies provided by law.

Section 11.04Costs and Expenses. The Borrower agrees to pay on demand all reasonable out‑of‑pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, due diligence, administration, modification and amendment of this Agreement, the Notes and the other Credit Documents and syndication of the Obligations including, without limitation, (a) the reasonable fees and out‑of‑pocket expenses of Shearman & Sterling LLP, counsel for the Administrative Agent (and no other Bank), and (b) to the extent not included in the foregoing, the costs of any local counsel, travel expenses of the Administrative Agent and its consultants and representatives, engineering reports, environmental reports, mortgage and intangible taxes (if any), and any title or Uniform Commercial Code search costs, any flood plain search costs, insurance consultant costs and other costs usual and customary in connection with a credit facility of this type. In addition, the Borrower agrees to pay on demand all reasonable out-of‑pocket costs and expenses, if any, of the Administrative Agent and each Bank (including, without limitation, reasonable counsel fees and expenses of the Administrative Agent and each Bank) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other Credit Documents.

Section 11.05Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent, and when the Administrative Agent shall have, as to each Bank, either received a counterpart hereof executed by such Bank or been notified by such Bank that such Bank has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Bank and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights or delegate its duties under this Agreement or any interest in this Agreement without the prior written consent of each Bank.

Section 11.06Bank Assignments and Participations. (a) Assignments. Any Bank may assign to one or more banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and any Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Bank’s rights and obligations under this Agreement and shall involve a ratable assignment of such Bank’s Commitment and such Bank’s Advances, (ii) the amount of the resulting Commitment and Advances of the assigning Bank (unless it is assigning all its Commitment) and the assignee

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Bank pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 and shall be an integral multiple of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, (v) the consent of the Administrative Agent shall be required, which consent shall not be unreasonably withheld or delayed, except with respect to assignments to other Banks or an Affiliate of the assigning Bank, (vi) no such assignments shall be made to the Borrower or its Affiliates or any of their respective subsidiaries or any natural Person, and (vii) each Eligible Assignee (other than an Eligible Assignee which is an Affiliate of the assigning Bank) shall pay to the Administrative Agent a $3,500 administrative fee; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder and (B) such Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto). Notwithstanding anything herein to the contrary, any Bank may assign, as collateral or otherwise, any of its rights under the Credit Documents, including to any Federal Reserve Bank or other central bank, and this Section shall not apply to any such assignment.

(b)Term of Assignments. By executing and delivering an Assignment and Acceptance, the Bank thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency of value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the Guarantors or the performance or observance by the Borrower or the Guarantors of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements and filings under the Exchange Act referred to in Sections 4.06 and 5.05, if applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Bank.

(c)The Register. The Administrative Agent shall maintain at its address referred to in Section 11.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitments of, and principal amount of

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the Advances owing to, each Bank from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Bank at any reasonable time and from time to time upon reasonable prior notice.

(d)Procedures. Upon its receipt of an Assignment and Acceptance executed by a Bank and an Eligible Assignee, together with the Note subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of the attached Exhibit B, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and (iii) give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Note, a new Note payable to the order of such Eligible Assignee in amount equal to, respectively, the Commitment and the outstanding Advances assumed by it pursuant to such Assignment and Acceptance, and if the assigning Bank has retained any Commitment hereunder, a new Note payable to the order of such Bank in an amount equal to, respectively, the Commitment and the outstanding Advances retained by it hereunder. Such new Note shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the attached Exhibit A.

(e)Participations. Each Bank may sell participations to one or more banks or other entities (excluding natural Persons) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Notes held by it); provided, however, that (i) such Bank’s obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Bank shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement, and (v) such Bank shall not require the participant’s consent to any matter under this Agreement, except for change in the principal amount of any Note in which the participant has an interest, reductions in fees or interest, or extending the Maturity Date except as permitted in this Agreement. The Borrower hereby agrees that participants shall have the same rights under Sections 2.08, 2.09, and 2.11(c) hereof as the Bank to the extent of their respective participations, provided that no participant shall be able to collect in excess of amounts payable to the Bank selling to such participant under such Sections in respect of the interest sold to such participant or to collect any such amounts from the Borrower. Each Bank that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Advances or other obligations under the Credit Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any commitments, loans or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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(f)Confidentiality. Each Bank may furnish any information concerning the Borrower and its Subsidiaries in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing to preserve the confidentiality of any confidential information relating to the Borrower and its Subsidiaries received by it from or on behalf of such Bank in accordance with Section 11.20. Such Bank shall promptly deliver a signed copy of any such confidentiality agreement to the Administrative Agent.

Section 11.07Indemnification. (a) The Borrower shall indemnify the Administrative Agent, the Banks (in any capacity or title and including any lender which was a Bank hereunder prior to any full assignment of its Commitment) and each affiliate thereof and their respective directors, officers, employees and agents from, and discharge, release, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees) to which any of them may become subject, insofar as such losses, liabilities, claims or damages (including reasonable legal fees) arise out of or result from (i) any actual or proposed use of the proceeds of any Advance, (ii) any breach by the Borrower or any Guarantor of any provision of this Agreement or any other Credit Document, (iii) any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing regardless of the identity of the party bringing such investigation, litigation or other proceeding, or (iv) any Environmental Claim or requirement of Environmental Laws concerning or relating to the present or previously‑owned or operated properties, or the operations or business, of the Borrower or any of its Subsidiaries, and the Borrower shall reimburse the Administrative Agent and each Bank, and each affiliate thereof and their respective directors, officers, employees and agents, upon demand for any reasonable out-of-pocket expenses (including legal fees) incurred in connection with any such investigation, litigation or other proceeding; and expressly including any such losses, liabilities, claims, damages, or expense incurred by reason of the indemnified Person’s own negligence, but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of such indemnified Person’s gross negligence or willful misconduct or willful breach in bad faith of a material provision of this Agreement as determined in a final non-appealable judgment by a court of competent jurisdiction.

(b)To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any such indemnified party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or the use of the proceeds thereof.

(c)No indemnified Person referred to in this Section 11.07 shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

Section 11.08Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 11.09Survival of Representations, Indemnifications, etc. All representations, warranties contained in this Agreement or made in writing by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of this Agreement and the Credit Documents, the making of the Advances and any investigation made by or on behalf of the Banks, none of which investigations shall diminish any

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Bank’s right to rely on such representations and warranties. All obligations of the Borrower provided for in Sections 2.08, 2.09, 2.11(c), 11.04 and 11.07 shall survive any termination of this Agreement and repayment in full of the Obligations.

Section 11.10Severability. In case one or more provisions of this Agreement or the other Credit Documents shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not be affected or impaired thereby.

Section 11.11Entire Agreement. This Agreement, the Notes and the other Credit Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

Section 11.12Usury Not Intended. It is the intent of the Borrower and each Bank in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Bank including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Banks and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Bank receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Banks shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Section 11.13Governing Law. ANY DISPUTE BETWEEN THE BORROWER, THE ADMINISTRATIVE AGENT, ANY BANK, OR ANY INDEMNITEE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.

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Section 11.14Consent to Jurisdiction; Service of Process; Jury Trial. (a) ExclusiveJurisdiction. Except as provided in subsection (b), each of the parties hereto agrees that all disputes among them arising out of, connected with, related to, or incidental to the relationship established among them in connection with, this Agreement or any of the other Credit Documents whether arising in contract, tort, equity, or otherwise, shall be resolved exclusively by state or federal courts located in the City, county and state of New York, but the parties hereto acknowledge that any appeals from those courts may have to be heard by a court located outside of New York. Each of the parties hereto waives in all disputes brought pursuant to this subsection (a) any objection that it may have to the location of the court considering the dispute.

(b)Other Jurisdictions. The Borrower agrees that the Administrative Agent, any Bank or any Indemnitee shall have the right to proceed against the Borrower or its Property in a court in any location to enable such person to (1) obtain personal jurisdiction over the Borrower or (2) enforce a judgment or other court order entered in favor of such Person. The Borrower agrees that it will not assert any permissive counterclaims in any proceeding brought by such Person to enforce a judgment or other court order in favor of such Person. The Borrower waives any objection that it may have to the location of the court in which such Person has commenced a proceeding described in this subsection (b).

(c)Service of Process. The Borrower waives personal service of any process upon it and irrevocably consents to the service of process of any writs, process or summonses in any suit, action or proceeding by the mailing thereof by the Administrative Agent or the Banks by registered or certified mail, postage prepaid, to the Borrower addressed as provided herein. Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or the Banks to serve any such writs, process or summonses in any other manner permitted by applicable law. The Borrower irrevocably waives any objection (including, without limitation, any objection of the laying of venue or based on the grounds of forum non conveniens) which it may now or hereafter have to the bringing of any such action or proceeding with respect to this Agreement or any other instrument, document or agreement executed or delivered in connection herewith in any jurisdiction set forth above.

(d)Waiver of Jury Trial. Each of the parties hereto irrevocably waives any right to have a jury participate in resolving any dispute, whether sounding in contract, tort, or otherwise, arising out of, connected with, related to or incidental to the relationship established among them in connection with this Agreement or any other instrument, document or agreement executed or delivered in connection herewith. Each of the parties hereto agrees and consents that any such claim, demand, action or cause of action shall be decided by court trial without a jury and that any party hereto may file an original counterpart or a copy of this Agreement with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jury.

(e)Waiver of Bond. The Borrower waives the posting of any bond otherwise required of any party hereto in connection with any judicial process or proceeding to realize on the collateral enforce any judgment or other court order entered in favor of such party, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other Credit Document.

Section 11.15Knowledge of Borrower. For purposes of this Agreement, “knowledge of the Borrower” means the actual knowledge of any of the executive officers and all other Responsible Officers of the Parent.

Section 11.16Banks Not in Control. None of the covenants or other provisions contained in the Credit Documents shall or shall be deemed to, give the Banks the rights or power to exercise control over

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the affairs and/or management of the Borrower, any of its Subsidiaries, any Material Subsidiary or any Guarantor, the power of the Banks being limited to the right to exercise the remedies provided in the Credit Documents.

Section 11.17Headings Descriptive. The headings of the several Sections and paragraphs of the Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

Section 11.18Time is of the Essence. Time is of the essence under the Credit Documents.

Section 11.19Scope of Indemnities. The Borrower acknowledges and agrees that certain of its Obligations and indemnities under this Agreement include any claims resulting from the negligence or alleged negligence of the Administrative Agent, the Banks, or any other Person being indemnified.

Section 11.20Confidentiality. (a) The Administrative Agent and each Bank severally agrees that it will use its commercially reasonable efforts not to disclose without the prior written consent of the Parent or the Borrower (other than to an Affiliate or such Person’s or their Affiliate’s directors, officers, employees, auditors, regulators or counsel) any Information (as defined below) with respect to the Parent or the Borrower which is furnished pursuant to this Agreement except that the Administrative Agent and each Bank may disclose any such Information (i) which is or becomes generally available to the public other than by a breach of this Section 11.20, (ii) which is known by or becomes known by such Person from another Person, (iii) as may be required or appropriate in any report, statement or testimony submitted to any Governmental Authority, regulatory authority or self-regulatory authority (whether in the United States or elsewhere), (iv) as may be required or appropriate in response to any summons or subpoena or any law, order, regulation, ruling or similar legal process applicable to the Administrative Agent or such Bank, (v) to any other party hereto, (vi) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (vii) subject to an agreement containing provisions substantially the same as those of this Section 11.20, to (A) any prospective participant or assignee in connection with any contemplated transfer pursuant to Section 11.06 in accordance with the provisions of Section 11.06(f) or (B) any actual or prospective party to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (viii) on a confidential basis to (A) any rating agency in connection with rating the Parent or its Subsidiaries or this Agreement or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to this Agreement, (ix) with the consent of the Borrower, or (x) to the extent such Information becomes available to the Administrative Agent, any Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from the Parent or any of its Subsidiaries (including the Fee Letter and any information obtained based on a review of the books and records of the Parent or any of its Subsidiaries) relating to the Parent or any of its Subsidiaries or any of their respective businesses; provided that, in the case of information so received after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

(b)Notwithstanding anything to the contrary set forth herein or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, the parties hereto acknowledge and agree that (i) any obligations of confidentiality contained herein and therein

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do not apply and have not applied from the commencement of discussions between the parties to the tax treatment and tax structure of the transactions contemplated by the Credit Documents (and any related transactions or arrangements), and (ii) each party (and each of its employees, representatives, or other agents) may disclose to any and all parties as required, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by the Credit Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that each party recognizes that the privilege each has to maintain, in its sole discretion, the confidentiality of a communication relating to the transactions contemplated by the Credit Documents, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of the Internal Revenue Code, is not intended to be affected by the foregoing.

Section 11.21USA Patriot Act Notice. The Patriot Act and federal regulations issued with respect thereto require all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, the Administrative Agent (for itself and/or as Administrative Agent for all Banks hereunder) may from time-to-time request, and the Borrower shall provide the Administrative Agent, the Borrower’s and each Guarantor’s and Material Subsidiary’s name, address, tax identification number and/or such other identification information as shall be necessary for each Bank to comply with federal law. An “account” for this purpose may include, without limitation, a deposit account, cash management service, a transaction or asset account, a credit account, a loan or other extension of credit, and/or other financial services product.

Section 11.22No Fiduciary Duties. The Parent, the Borrower and each Guarantor agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Bank or any Affiliate thereof, on the one hand, and the Parent, the Borrower or such Guarantor, as applicable, its stockholders or its Affiliates, on the other. The Parent, the Borrower and each Guarantor agrees that the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. The Parent, the Borrower and each Guarantor agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Parent, the Borrower and each Guarantor acknowledges that the Administrative Agent, the Banks and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which the Parent, the Borrower or such Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Parent, the Borrower or such Guarantor) other than as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Banks acting as lenders hereunder, that the Administrative Agent or any Bank may not be entitled to share with the Parent, the Borrower or any Guarantor. Without prejudice to the foregoing, each of the Parent, the Borrower and each Guarantor agrees that the Administrative Agent the Banks and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Banks were not lenders hereunder, and without any duty to account therefor to the Parent, the Borrower or any Guarantor. The Parent, the Borrower and each Guarantor hereby irrevocably waives, in favor of the Administrative Agent and the Banks, any conflict of interest which may arise by virtue of the Administrative Agent and the Banks acting in various capacities under the Credit Documents or for other customers of the Administrative Agent or any Bank as described in this Section 11.22.

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Section 11.23Release ofGuarantors. Within ten (10) Business Days following the written request by a Responsible Officer of the Parent, the Administrative Agent, on behalf of the Banks, shall release any Guarantor (other than the Parent) from its obligations under this Agreement and each other Credit Document so long as: (a) there is no Default or Event of Default existing under this Agreement either at the time of such request or at the time such Guarantor is released; (b) the Parent shall have received and have in effect at such time an Investment Grade Rating; and (c) a Responsible Officer of the Parent delivers to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that such Guarantor requested to be released is either being released from its obligation under each Senior Financing Transaction or is not required to provide a guaranty with respect to any Senior Financing Transaction to which the Parent is a party or to which it is simultaneously (or substantially simultaneously) entering into (collectively, clauses (a), (b) and (c) shall be considered an “Investment Grade Release Event”).

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Annex B

[See attached.]

Exhibit C

Form of Compliance Certificate

This Compliance Certificate is executed this ___ day of _________, 20__, for the period ended _______ and is prepared pursuant to that certain Senior Unsecured Term Loan Agreement dated as of January 8, 2014, as the same may be amended or modified from time to time (the “Agreement”), among LaSalle Hotel Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), LaSalle Hotel Properties, a Maryland real estate investment trust (the “Parent”), the Guarantors party thereto, the Banks party thereto, Citibank, N.A., as the Administrative Agent and the other parties from time to time party thereto. Capitalized terms used herein but not otherwise defined herein shall have the meanings specified by the Agreement.

1.Representations, Covenants, Defaults: Borrower hereby certifies to the Administrative Agent and the Banks, effective as of the date of execution of this Compliance Certificate, as follows:

1.1.Covenants. All covenants of Borrower set forth in Articles V and VI of the Agreement required to be performed as of the date hereof have been performed and maintained in all material respects, and such Covenants continue to be performed and maintained as of the execution date of this certificate, except as follows:

_________________________________ [specify]

1.2.Representations and Warranties. All representations and warranties of Borrower set forth in Article IV of the Agreement are true and correct in all material respects as of the execution date of this certificate, except as follows:

_________________________________ [specify]

1.3.Event of Default. There exists no Event of Default except as follows:

_________________________________ [specify]

2.Operating Covenants. Borrower hereby certifies to the Administrative Agent and the Banks, effective as of the calendar quarter ending ____________, ___, that the amounts and calculations made hereunder pursuant to Article VII of the Agreement are true and correct.

2.1.Fixed Charge Coverage Ratio (Section 7.01 of the Agreement).

Minimum Requirement - 1.50x

(a) Corporate EBITDA:$____________

(b) Aggregate FF&E Reserves:$____________

(c) (a) minus (b) above:$____________

(d) Fixed Charges:$____________

(e) Ratio of (c) to (d) above:_____________

2.2.Maintenance of Net Worth (Section 7.02 of the Agreement).

(a) Parent’s Net Worth (accordance with GAAP):$____________

(b) minority interest of Parent (in accordance with GAAP)$____________

(c) Sum of (a) and (b) above:$____________

The Minimum Tangible Net Worth for the Parent, as of the Rolling Period ending on __________, ____, is as set forth in (c) below, based upon the sum of (a) and (b):

(a) $1,797,950,250$1,797,950,250

(b) 75% of net proceeds from any offering of Stock

or Stock Equivalents after September 30, 2015:$____________

(c) The sum of (a) and (b) above:$____________

2.5.Limitations on Total Liabilities of Parent (Section 7.03 of the Agreement).

Maximum Requirement - 6.50 to 1.00provided that such ratio may be increased to 7.00 to 1.00.¹ 

(a) the Parent’s Total Liabilities:$____________

(b) Adjusted Corporate EBITDA, which is equal to

(i) plus or minus (ii), as appropriate:

(i) Corporate EBITDA:$____________

(ii) Adjustments for Hotel Properties acquired

or disposed of: $____________

(iii) Adjusted Corporate EBITDA:$____________

(c) Leverage Ratio: total of (a) divided by (b)(iii) above:$____________

2.6.Limitations on Unsecured Indebtedness of Parent

(Section 7.04 of the Agreement).

Maximum Requirement - 60% provided such ratio may be increased to 65%² 

(a) Parent’s Unsecured Indebtedness:$____________

(b) Liquid Investments:$____________

(c) Sum of Asset Values of all Unencumbered Properties:$____________

(d) Sum of Lines (b) and (c) (Total Unencumbered Asset Value):$____________

(e) Ratio of (a) to (d):_____________

2.6.Limitations on Secured Indebtedness of Parent

(Section 7.05 of the Agreement).

Maximum Requirement - 45%

(a) Parent’s Secured Indebtedness:$____________

(b) Consolidated Total Book Value:$____________

(c) Ratio of (a) to (b):_____________

2.6.Limitations on Secured Recourse Indebtedness of Parent and its Subsidiaries

(Section 7.06 of the Agreement).

Maximum Requirement - 10%

(a) Recourse Secured Indebtedness of Parent and Subsidiaries:$____________

(b) Consolidated Total Book Value:$____________

(c) Ratio of (a) to (b):_____________

3.Other Covenants. Borrower hereby certifies to the Administrative Agent and the Banks, effective as of the Rolling Period ending _________, 20___, that the following amounts and calculations made pursuant to the Agreement are true and correct:

3.1.Applicable Margin (Article I of the Agreement)

Pursuant to Article I of the Agreement, [the Status applicable to the loan facility is ______________, based upon a Leverage Ratio of ____________ (as calculated above)] [the Debt Rating of the Parent is _________].³ Based on the foregoing, the Applicable Margin for each subsequent Advance is as follows:

Base Rate Advances:__________%

LIBOR Advances:__________%

3.2.Unencumbered Properties (Article I of the Agreement)

A list of all Unencumbered Properties and the Asset Values therefor, is set forth on Schedule 1 to Compliance Certificate attached hereto.

[Balance of page intentionally left blank]

Executed as of the date first referenced above.

BORROWER:
LASALLE HOTEL OPERATING PARTNERSHIP, L.P.
By:	LaSalle Hotel Properties, its general partner
	By:
		Name:
		Title:

Schedule 1 to Compliance Certificate

List of Unencumbered Properties and Their Asset Values

Unencumbered PropertyAsset Value

EX-12.1

Exhibit 12.1

LaSalle Hotel Properties

Computation of Ratios of Earnings to Fixed Charges

(in thousands, except ratio data)

(unaudited)

	For the year ended December 31,
	2015			2014			2013			2012			2011
Net income attributable to common shareholders	$	123,383		$	197,561		$	70,984		$	45,146		$	12,934
Discontinued operations	0			0			0			0			(796		)
Income tax (benefit) expense	(1,292		)	2,306			470			9,062			7,048
Noncontrolling interests	277			652			320			281			(1		)
Fixed charges	56,066			59,515			58,165			53,266			40,163
Amortization of capitalized interest	755			690			683			840			792
Capitalized interest	(902		)	(400		)	(649		)	(370		)	(459		)
Earnings	$	178,287		$	260,324		$	129,973		$	108,225		$	59,681
Fixed Charges
Interest	$	51,702		$	54,459		$	55,263		$	50,981		$	38,737
Loss on extinguishment of debt	831			2,487			0			0			0
Capitalized interest	902			400			649			370			459
Amort. of discounts and capitalized cost related to indebtness	2,631			2,169			2,253			1,915			967
Total fixed charges	$	56,066		$	59,515		$	58,165		$	53,266		$	40,163
Ratio of earnings to fixed charges	3.18			4.37			2.23			2.03			1.49

LaSalle Hotel Properties

Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Share Dividends

(in thousands, except ratio data)

(unaudited)

	For the year ended December 31,
	2015			2014			2013			2012			2011
Net income attributable to common shareholders	$	123,383		$	197,561		$	70,984		$	45,146		$	12,934
Discontinued operations	0			0			0			0			(796		)
Income tax (benefit) expense	(1,292		)	2,306			470			9,062			7,048
Noncontrolling interests	277			652			320			281			(1		)
Fixed charges	68,235			73,848			75,550			74,999			70,115
Amortization of capitalized interest	755			690			683			840			792
Capitalized interest	(902		)	(400		)	(649		)	(370		)	(459		)
Earnings	$	190,456		$	274,657		$	147,358		$	129,958		$	89,633
Fixed Charges
Interest	$	51,702		$	54,459		$	55,263		$	50,981		$	38,737
Loss on extinguishment of debt	831			2,487			0			0			0
Capitalized interest	902			400			649			370			459
Amort. of discounts and capitalized cost related to indebtness	2,631			2,169			2,253			1,915			967
Preference security dividends	12,169			14,333			17,385			21,733			29,952
Total fixed charges and preference security dividends	$	68,235		$	73,848		$	75,550		$	74,999		$	70,115
Ratio of earnings to combined fixed charges and preferred share dividends	2.79			3.72			1.95			1.73			1.28

EX-21.1

Exhibit 21.1

List of Subsidiaries

1.	LaSalle Hotel Operating Partnership, L.P.	46.	LHO Tom Joad Circle DC, LLC
2.	LHO Hollywood Financing, Inc. (QRS)	47.	LHO Mission Bay Rosie Hotel, LLC
3.	LHO New Orleans Financing, Inc.	48.	LHO Mission Bay Rosie Hotel, LP
4.	LHO Hollywood LM, LP	49.	LHO Mission Bay Rosie Lessee, Inc.
5.	LHO New Orleans LM, LP	50.	LHO Alexis Hotel, LLC
6.	LHO Viking Hotel, LLC	51.	LHO Alexis Lessee, LLC
7.	LHO Harborside Hotel, LLC	52.	LHO Chicago River, LLC
8.	LHO Mission Bay Hotel, LP	53.	LHO Chicago River Lessee, LLC
9.	LHO San Diego Financing, LLC	54.	LHO Michigan Avenue Freezeout Lessee, LLC
10.	LaSalle Washington One Lessee, Inc.	55.	LHO Michigan Avenue Freezeout, LLC
11.	LHO Washington Hotel One, LLC	56.	Lucky Town Burbank, LP
12.	LHO Washington Hotel Two, LLC	57.	Lucky Town Burbank Lessee, Inc.
13.	LHO Washington Hotel Three, LLC	58.	Lucky Town Burbank, LLC
14.	LHO Washington Hotel Four, LLC	59.	NYC Serenade Lessee, LLC
15.	I&G Capital, LLC	60.	NYC Serenade, LLC
16.	LaSalle Hotel Lessee, Inc.	61.	Souldriver Lessee, Inc.
17.	LHO Leesburg One Lessee, Inc.	62.	Souldriver, LLC
18.	LHO Washington Hotel Six, LLC	63.	Souldriver, LP
19.	LHO Indianapolis One Lessee, LLC	64.	Ramrod Lessee, Inc.
20.	LHO Indianapolis Hotel One MM, LLC	65.	Paradise Lessee, Inc.
21.	LHO Indianapolis Hotel One CMM, Inc.	66.	Glass Houses
22.	LHO Indianapolis Hotel One, LLC	67.	DC One Lessee, LLC
23.	LHO Alexandria One, LLC	68.	DC Two Lessee, LLC
24.	LHO Alexandria One Lessee, LLC	69.	DC Three Lessee, LLC
25.	LHO Santa Cruz Hotel One, LLC	70.	DC Four Lessee, LLC
26.	LHO San Diego Hotel One, LLC	71.	DC Six Lessee, LLC
27.	LHO San Diego Hotel One, LP	72.	DC I&G Capital Lessee, LLC
28.	LHO Santa Cruz Hotel One, LP	73.	DA Entity, LLC
29.	LHO San Diego One Lessee, Inc.	74.	RDA Entity, Inc.
30.	LHO Santa Cruz One Lessee, Inc.	75.	H Street Shuffle, LLC
31.	LHO Grafton Hotel, LP	76.	H Street Shuffle Lessee, LLC
32.	LHO Grafton Hotel Lessee, Inc.	77.	Wild Innocent I, LP
33.	LHO Grafton Hotel, LLC	78.	Wild I, LLC
34.	Park Sunset, LLC	79.	Innocent I, LLC
35.	LHO Onyx One Lessee, LLC	80.	Wild Innocent I Lessee, LLC
36.	LHO Onyx Hotel One, LLC	81.	Chimes of Freedom, LLC
37.	LHO Badlands, LLC	82.	Chimes I, LLC
38.	LHO Badlands Lessee, LLC	83.	Of Freedom I, LLC
39.	LHO Le Parc, LLC	84.	Chimes of Freedom Lessee, LLC
40.	LHO Le Parc, LP	85.	Geary Darling, LP
41.	LHO Le Parc Lessee, Inc.	86.	Geary Darling, LLC
42.	Westban Hotel Investors, LLC	87.	Geary Darling Lessee, Inc.
43.	LHO Backstreets, LLC	88.	RW New York, LLC
44.	LHO Backstreets Lessee, LLC	89.	RW New York Lessee, LLC
45.	LHO Tom Joad Circle DC Lessee, LLC	90.	Chamber Maid, LP

91.	Chamber Maid, LLC
92.	Chamber Maid Lessee, Inc.
93.	Seaside Hotel, LP
94.	Seaside Hotel, LLC
95.	Seaside Hotel Lessee, Inc.
96.	Let It FLHO, LP
97.	Let It FLHO, LLC
98.	Let It FLHO Lessee, Inc.
99.	PC Festivus, LLC
100.	PC Festivus Lessee, LLC
101.	Micasa Shucasa, LLC
102.	Silver P, LLC
103.	Silver P Lessee, LLC
104.	LHOberge, LP
105.	LHOberge, LLC
106.	LHOberge Lessee, Inc.
107.	Don't Look Back, LLC
108.	Look Forward, LLC
109.	Don't Look Back Lessee, LLC
110.	Look Forward Lessee, LLC
111.	Dim Sum, LP
112.	Dim Sum, LLC
113.	Dim Sum Lessee, Inc.
114.	Fun to Stay, LP
115.	Fun to Stay, LLC
116.	Fun to Stay Lessee, Inc.
117.	Serenity Now, LP
118.	Serenity Now, LLC
119.	Serenity Now Lessee, Inc.
120.	Sunset City, LLC
121.	Sunset City Lessee, LLC
122.	SF Treat, LP
123.	SF Treat, LLC
124.	SF Treat Lessee, Inc.
125.	PDX Pioneer, LLC
126.	PDX Pioneer Lessee, LLC
127.	Bonanza, LP
128.	Bonanza, LLC
129.	Bonanza Lessee, Inc.
130.	Viva Soma, LP
131.	Viva Soma, LLC
132.	Viva Soma Lessee, Inc.
133.	Harborside, LLC
134.	Harborside Lessee, LLC
135.	Beach Charm, LLC

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Trustees

LaSalle Hotel Properties:

We consent to the incorporation by reference in the registration statements on Forms S-3 (No. 333-208015) and on Forms S-8 (Nos. 333-196411, 333-158873, 333-125058, 333-104056, 333-86911, and 333-72265) of LaSalle Hotel Properties of our reports dated February 18, 2016, with respect to the consolidated balance sheets of LaSalle Hotel Properties as of December 31, 2015 and 2014, and the related consolidated statements of operations and comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2015, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2015, which reports appear in the December 31, 2015 annual report on Form 10-K of LaSalle Hotel Properties.

/s/ KPMG LLP

Chicago, Illinois

February 18, 2016

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael D. Barnello, certify that:

1. I have reviewed this Annual Report on Form 10-K of LaSalle Hotel Properties;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 18, 2016

/s/    MICHAEL D. BARNELLO        

Michael D. Barnello

President

and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Bruce A. Riggins, certify that:

1. I have reviewed this Annual Report on Form 10-K of LaSalle Hotel Properties;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 18, 2016

/s/    BRUCE A. RIGGINS        

Bruce A. Riggins

Executive Vice President

and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant To 18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Annual Report of LaSalle Hotel Properties (“LHO”) on Form 10-K for the period ending December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Officers of LHO, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report, containing the financial statements, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of LHO.

Date: February 18, 2016

/s/    MICHAEL D. BARNELLO        

Michael D. Barnello

President

and Chief Executive Officer

/s/    BRUCE A. RIGGINS        

Bruce A. Riggins

Executive Vice President

and Chief Financial Officer

XML

Document and Entity Information - USD ($) $ in Billions	12 Months Ended
	Dec. 31, 2015	Feb. 11, 2016	Jun. 30, 2015
Document And Entity Information [Abstract]
Entity Registrant Name	LaSalle Hotel Properties
Entity Central Index Key	0001053532
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		112,935,218
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 4

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Assets:
Investment in hotel properties, net (Note 3)	$ 3,817,676	$ 3,428,556
Note receivable (Note 3)	80,000	0
Property under development (Note 3)	54,066	35,613
Cash and cash equivalents	5,700	114,131
Restricted cash reserves (Note 5)	26,443	21,570
Hotel receivables (net of allowance for doubtful accounts of $355 and $300, respectively)	39,038	30,338
Deferred financing costs, net	8,818	6,564
Deferred tax assets (Note 9)	3,566	1,832
Prepaid expenses and other assets	39,510	61,730
Total assets	4,074,817	3,700,334
Liabilities:
Borrowings under credit facilities (Note 4)	21,000	0
Term loans (Note 4)	855,000	477,500
Bonds payable (Note 4)	42,500	42,500
Mortgage loans (Note 4)	511,294	501,090
Accounts payable and accrued expenses	181,854	162,220
Advance deposits	28,471	19,447
Accrued interest	3,276	3,729
Distributions payable	53,939	45,462
Total liabilities	$ 1,697,334	$ 1,251,948
Commitments and contingencies (Note 5)
Shareholders’ Equity:
Preferred shares of beneficial interest, $0.01 par value (liquidation preference of $178,750), 40,000,000 shares authorized; 7,150,000 shares issued and outstanding (Note 6)	$ 72	$ 72
Common shares of beneficial interest, $0.01 par value, 200,000,000 shares authorized; 113,115,442 shares issued and 112,959,547 shares outstanding, and 112,828,536 shares issued and 112,824,508 shares outstanding, respectively (Note 6)	1,131	1,127
Treasury shares, at cost (Note 6)	(4,798)	(138)
Additional paid-in capital, net of offering costs of $80,205 and $80,124, respectively	2,684,010	2,673,888
Accumulated other comprehensive (loss) income (Note 4)	(97)	748
Distributions in excess of retained earnings	(306,051)	(233,988)
Total shareholders’ equity	2,374,267	2,441,709
Noncontrolling Interests:
Noncontrolling interests in consolidated entities	18	17
Noncontrolling interests of common units in Operating Partnership (Note 6)	3,198	6,660
Total noncontrolling interests	3,216	6,677
Total equity	2,377,483	2,448,386
Total liabilities and equity	$ 4,074,817	$ 3,700,334

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Allowance for doubtful accounts	$ 355	$ 300
Preferred shares, par value	$ 0.01	$ 0.01
Preferred shares, liquidation preference	$ 178,750	$ 178,750
Preferred shares, shares authorized	40,000,000	40,000,000
Preferred shares, shares issued	7,150,000	7,150,000
Preferred shares, shares outstanding	7,150,000	7,150,000
Common shares, par value	$ 0.01	$ 0.01
Common shares, shares authorized	200,000,000	200,000,000
Common shares, shares issued	113,115,442	112,828,536
Common shares, shares outstanding	112,959,547	112,824,508
Offering costs	$ 80,205	$ 80,124

XML

Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Hotel operating revenues:
Room	$ 849,523	$ 773,801	$ 667,444
Food and beverage	274,286	253,656	238,682
Other operating department	84,782	74,000	63,230
Total hotel operating revenues	1,208,591	1,101,457	969,356
Other income	7,993	8,321	7,937
Total revenues	1,216,584	1,109,778	977,293
Hotel operating expenses:
Room	215,944	196,952	170,555
Food and beverage	190,069	183,530	165,855
Other direct	17,514	23,800	22,445
Other indirect (Note 8)	301,004	264,508	237,386
Total hotel operating expenses	724,531	668,790	596,241
Depreciation and amortization	180,855	155,035	143,991
Real estate taxes, personal property taxes and insurance	65,438	57,805	53,374
Ground rent (Note 5)	16,076	14,667	11,117
General and administrative	25,197	23,832	22,001
Acquisition transaction costs (Note 3)	499	2,379	2,646
Other expenses	17,225	7,369	9,361
Total operating expenses	1,029,821	929,877	838,731
Operating income	186,763	179,901	138,562
Interest income	2,938	1,812	9,679
Interest expense	(54,333)	(56,628)	(57,516)
Loss from extinguishment of debt (Note 4)	(831)	(2,487)	0
Income before income tax benefit (expense)	134,537	122,598	90,725
Income tax benefit (expense) (Note 9)	1,292	(2,306)	(470)
Income before gain on sale of properties	135,829	120,292	90,255
Gain on sale of properties (Note 3)	0	93,205	0
Net income	135,829	213,497	90,255
Net income attributable to noncontrolling interests:
Noncontrolling interests in consolidated entities	(16)	(16)	(17)
Noncontrolling interests of common units in Operating Partnership (Note 6)	(261)	(636)	(303)
Net income attributable to noncontrolling interests	(277)	(652)	(320)
Net income attributable to the Company	135,552	212,845	89,935
Distributions to preferred shareholders	(12,169)	(14,333)	(17,385)
Issuance costs of redeemed preferred shares (Note 6)	0	(951)	(1,566)
Net income attributable to common shareholders	$ 123,383	$ 197,561	$ 70,984
Earnings per Common Share - Basic (Note 11):
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$ 1.09	$ 1.89	$ 0.73
Earnings per Common Share - Diluted (Note 11):
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$ 1.09	$ 1.88	$ 0.73
Weighted average number of common shares outstanding:
Basic (in shares)	112,685,235	104,188,785	97,041,484
Diluted (in shares)	113,096,420	104,545,895	97,228,671
Comprehensive Income:
Net income	$ 135,829	$ 213,497	$ 90,255
Other comprehensive income:
Unrealized (loss) gain on interest rate derivative instruments (Note 4)	(5,682)	(8,276)	8,127
Reclassification adjustment for amounts recognized in net income (Note 4)	4,835	4,410	4,248
Comprehensive income	134,982	209,631	102,630
Comprehensive income attributable to noncontrolling interests:
Noncontrolling interests in consolidated entities	(16)	(16)	(17)
Noncontrolling interests of common units in Operating Partnership (Note 6)	(259)	(625)	(340)
Comprehensive income attributable to noncontrolling interests	(275)	(641)	(357)
Comprehensive income attributable to the Company	$ 134,707	$ 208,990	$ 102,273

XML

Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Total Shareholders' Equity [Member]	Preferred Shares of Beneficial Interest [Member]	Common Shares of Beneficial Interest [Member]	Treasury Shares [Member]	Additional Paid-In Capital [Member]	Accumulated Other Comprehensive (Loss) Income [Member]	Distributions in Excess of Retained Earnings [Member]	Total Noncontrolling Interests [Member]	Noncontrolling Interests in Consolidated Entities [Member]	Noncontrolling Interests of Common Units in Operating Partnership [Member]
Balance, Beginning of year at Dec. 31, 2012	$ 1,858,930	$ 1,853,126	$ 91	$ 955	$ (886)	$ 2,118,705	$ (7,735)	$ (258,004)	$ 5,804	$ 18	$ 5,786
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares, net of offering costs	354,512	354,512	44	84	262	354,122	0	0	0	0	0
Redemption of preferred shares	(100,000)	(100,000)	(40)	0	0	(98,394)	0	(1,566)	0	0	0
Repurchase of common shares into treasury	(3)	(3)	0	0	(3)	0	0	0	0	0	0
Deferred compensation, net	5,639	5,639	0	0	613	5,026	0	0	0	0	0
Adjustments to noncontrolling interests	0	(213)	0	0	0	(213)	0	0	213	0	213
Distributions on earned shares from share awards with market conditions	(20)	(20)	0	0	0	0	0	(20)	0	0	0
Distributions on common shares/units ($0.96, $1.41 and $1.73 per share/unit, respectively)	(94,823)	(94,538)	0	0	0	0	0	(94,538)	(285)	0	(285)
Distributions on preferred shares	(17,402)	(17,385)	0	0	0	0	0	(17,385)	(17)	(17)	0
Net income	90,255	89,935	0	0	0	0	0	89,935	320	17	303
Other comprehensive income:
Unrealized gain (loss) on interest rate derivative instruments	8,127	8,103	0	0	0	0	8,103	0	24	0	24
Reclassification adjustment for amounts recognized in net income	4,248	4,235	0	0	0	0	4,235	0	13	0	13
Balance, End of year at Dec. 31, 2013	2,109,463	2,103,391	95	1,039	(14)	2,379,246	4,603	(281,578)	6,072	18	6,054
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares, net of offering costs	349,075	349,075	0	88	0	348,987	0	0	0	0	0
Redemption of preferred shares	(58,731)	(58,731)	(23)	0	0	(57,757)	0	(951)	0	0	0
Repurchase of common shares into treasury	(2,936)	(2,936)	0	0	(2,936)	0	0	0	0	0	0
Deferred compensation, net	6,621	6,621	0	0	2,812	3,809	0	0	0	0	0
Adjustments to noncontrolling interests	0	(397)	0	0	0	(397)	0	0	397	0	397
Distributions on earned shares from share awards with market conditions	(314)	(314)	0	0	0	0	0	(314)	0	0	0
Distributions on common shares/units ($0.96, $1.41 and $1.73 per share/unit, respectively)	(150,073)	(149,657)	0	0	0	0	0	(149,657)	(416)	0	(416)
Distributions on preferred shares	(14,350)	(14,333)	0	0	0	0	0	(14,333)	(17)	(17)	0
Net income	213,497	212,845	0	0	0	0	0	212,845	652	16	636
Other comprehensive income:
Unrealized gain (loss) on interest rate derivative instruments	(8,276)	(8,252)	0	0	0	0	(8,252)	0	(24)	0	(24)
Reclassification adjustment for amounts recognized in net income	4,410	4,397	0	0	0	0	4,397	0	13	0	13
Balance, End of year at Dec. 31, 2014	2,448,386	2,441,709	72	1,127	(138)	2,673,888	748	(233,988)	6,677	17	6,660
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares, net of offering costs	1,795	1,795	0	2	955	838	0	0	0	0	0
Repurchase of common shares into treasury	(7,424)	(7,424)	0	0	(7,424)	0	0	0	0	0	0
Unit conversion	0	3,400	0	2	0	3,398	0	0	(3,400)	0	(3,400)
Deferred compensation, net	7,681	7,681	0	0	1,809	5,872	0	0	0	0	0
Adjustments to noncontrolling interests	0	14	0	0	0	14	0	0	(14)	0	(14)
Distributions on earned shares from share awards with market conditions	(334)	(334)	0	0	0	0	0	(334)	0	0	0
Distributions on common shares/units ($0.96, $1.41 and $1.73 per share/unit, respectively)	(195,419)	(195,112)	0	0	0	0	0	(195,112)	(307)	0	(307)
Distributions on preferred shares	(12,184)	(12,169)	0	0	0	0	0	(12,169)	(15)	(15)	0
Net income	135,829	135,552	0	0	0	0	0	135,552	277	16	261
Other comprehensive income:
Unrealized gain (loss) on interest rate derivative instruments	(5,682)	(5,668)	0	0	0	0	(5,668)	0	(14)	0	(14)
Reclassification adjustment for amounts recognized in net income	4,835	4,823	0	0	0	0	4,823	0	12	0	12
Balance, End of year at Dec. 31, 2015	$ 2,377,483	$ 2,374,267	$ 72	$ 1,131	$ (4,798)	$ 2,684,010	$ (97)	$ (306,051)	$ 3,216	$ 18	$ 3,198

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Consolidated Statements of Equity (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Statement of Stockholders' Equity [Abstract]
Distributions on common shares/units (per share/unit)	$ 1.73	$ 1.41	$ 0.96

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Cash flows from operating activities:
Net income	$ 135,829	$ 213,497	$ 90,255
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	180,855	155,035	143,991
Amortization of deferred financing costs, mortgage premium and note receivable discount	2,631	1,142	(348)
Loss from extinguishment of debt	831	2,487	0
Gain on sale of properties	0	(93,205)	0
Amortization of deferred compensation	7,681	6,621	5,639
Deferred income tax benefit	(1,734)	(335)	(211)
Allowance for doubtful accounts	55	(44)	(1)
Other	466	404	449
Changes in assets and liabilities:
Restricted cash reserves	2,332	(912)	157
Hotel receivables	(7,384)	(177)	(1,987)
Prepaid expenses and other assets	(4,965)	(940)	(8,277)
Accounts payable and accrued expenses	14,416	(1,581)	16,633
Advance deposits	6,959	1,343	(244)
Accrued interest	(453)	(99)	(491)
Net cash provided by operating activities	337,519	283,236	245,565
Cash flows from investing activities:
Additions to properties	(129,963)	(97,526)	(58,077)
Improvements to properties	(12,965)	(4,583)	(61,662)
Acquisition of properties	(439,157)	(191,111)	(302,135)
Deposit on acquisition	25,000	(25,000)	0
Purchase of office furniture and equipment	(143)	(799)	(47)
Acquisition of note receivable	(80,000)	0	0
Repayment of note receivable	0	72,000	0
Restricted cash reserves	(7,205)	(934)	(967)
Proceeds from sale of properties	0	167,838	0
Property insurance proceeds	2,431	2,114	843
Net cash used in investing activities	(642,002)	(78,001)	(422,045)
Cash flows from financing activities:
Borrowings under credit facilities	830,807	537,828	478,332
Repayments under credit facilities	(809,807)	(758,434)	(410,726)
Borrowings on term loan	555,000	0	0
Repayments of term loan	(177,500)	0	0
Proceeds from mortgage loan	225,000	0	0
Repayments of mortgage loans	(214,796)	(13,325)	(64,687)
Payment of deferred financing costs	(5,716)	(5,170)	(68)
Purchase of treasury shares	(7,424)	(2,936)	(3)
Proceeds from issuance of preferred shares	0	0	110,000
Payment of preferred offering costs	0	0	(3,648)
Proceeds from issuance of common shares	0	352,222	251,478
Payment of common offering costs	(251)	(3,557)	(3,759)
Distributions on earned shares from share awards with market conditions	(334)	(314)	(20)
Redemption of preferred shares	0	(58,722)	(100,000)
Distributions on preferred shares	(12,184)	(15,413)	(17,460)
Distributions on common shares/units	(186,743)	(136,671)	(84,661)
Net cash provided by (used in) financing activities	196,052	(104,492)	154,778
Net change in cash and cash equivalents	(108,431)	100,743	(21,702)
Cash and cash equivalents, beginning of year	114,131	13,388	35,090
Cash and cash equivalents, end of year	$ 5,700	$ 114,131	$ 13,388

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Organization

12 Months Ended

Dec. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Organization

LaSalle Hotel Properties (the “Company”), a Maryland real estate investment trust organized on January 15, 1998, primarily buys, owns, redevelops and leases upscale and luxury full-service hotels located in convention, resort and major urban business markets. The Company is a self-administered and self-managed real estate investment trust (“REIT”) as defined in the Internal Revenue Code of 1986, as amended (the “Code”). As a REIT, the Company is generally not subject to federal corporate income tax on that portion of its net income that is currently distributed to its shareholders. The income of LaSalle Hotel Lessee, Inc. (together with its wholly owned subsidiaries, “LHL”), the Company’s wholly owned taxable REIT subsidiary (“TRS”), is subject to taxation at normal corporate rates.

As of December 31, 2015, the Company owned interests in 47 hotels with over 12,000 guest rooms located in 10 states and the District of Columbia. Each hotel is leased to LHL (see Note 8) under a participating lease that provides for rental payments equal to the greater of (i) a base rent or (ii) a participating rent based on hotel revenues. The LHL leases expire between December 2016 and December 2018. Lease revenue from LHL is eliminated in consolidation. A third-party non-affiliated hotel operator manages each hotel pursuant to a hotel management agreement.

Substantially all of the Company’s assets are held directly or indirectly by, and all of its operations are conducted through, LaSalle Hotel Operating Partnership, L.P. (the “Operating Partnership”). The Company is the sole general partner of the Operating Partnership. The Company owned, through a combination of direct and indirect interests, 99.9% of the common units of the Operating Partnership at December 31, 2015. The remaining 0.1% is held by limited partners who held 145,223 common units of the Operating Partnership at December 31, 2015. See Note 6 for additional disclosures related to common units of the Operating Partnership.

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of the Company, the Operating Partnership, LHL and their subsidiaries in which they have a controlling interest, including joint ventures. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, the amounts of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Risks and Uncertainties

The state of the overall economy can significantly impact hotel operational performance and thus, impact the Company’s financial position. Should any of the hotels experience a significant decline in operational performance, it may affect the Company’s ability to make distributions to its shareholders, service debt or meet other financial obligations.

Investment in Hotel Properties

Upon acquisition, the Company determines the fair value of the acquired long-lived assets, assumed debt and intangible assets and liabilities. The Company’s investments in hotel properties are carried at cost and depreciated using the straight-line method over an estimated useful life of 30 to 40 years for buildings, 15 years for building improvements, the shorter of the useful life of the improvement or the term of the related tenant lease for tenant improvements, 7 years for land improvements, 20 years for golf course land improvements, 20 years for swimming pool assets and 3 to 5 years for furniture, fixtures and equipment. For investments subject to land and building leases that qualify as capital leases, assets are recorded at the estimated fair value of the right to use the leased property at acquisition and depreciated over the shorter of the useful lives of the assets or the term of the respective lease. Renovations and/or replacements that improve or extend the life of the asset are capitalized and depreciated over their estimated useful lives.

The Company is required to make subjective assessments as to the useful lives and classification of its properties for purposes of determining the amount of depreciation expense to reflect each year with respect to those properties. These assessments have a direct impact on the Company’s net income. Should the Company change the expected useful life or classification of particular assets, it would result in a change in depreciation expense and annual net income.

The Company reviews each hotel for impairment at the end of each reporting period or as events and circumstances dictate throughout the year. A property is considered impaired when the sum of estimated future undiscounted cash flows over the estimated remaining holding period is less than the carrying amount of a property.

At the end of each reporting period, the Company assesses whether any quantitative or qualitative triggering events have occurred in relation to a property. Examples of situations considered to be triggering events include:

• a substantial decline in operating cash flows during the period, including declines related to decreased occupancy, average daily rate or revenue per available room;

• a current or projected loss from operations;

• a significant cost accumulation above the original acquisition/development estimate;

• a change in plan to sell the property prior to the end of its useful life or holding period;

• a significant decrease in market price not in line with general market trends; and

• any other quantitative or qualitative events deemed significant by the Company’s management or the Company’s Board of Trustees.

If the presence of one or more triggering events as described above is identified at the end of a reporting period or throughout the year with respect to a hotel, the Company performs a recoverability test. In doing so, an estimate of undiscounted future cash flows over the estimated remaining holding period is compared to the carrying amount of the hotel.

Impairment is indicated if the results of a recoverability analysis indicate that the carrying amount of a hotel exceeds the estimated future undiscounted cash flows. An impairment charge is recorded equal to the excess of the carrying value of the hotel over the fair value. When determining the fair value of a property, the Company makes certain assumptions including, but not limited to, consideration of:

• projected operating cash flows – considering factors such as booking pace, growth rates, occupancy, room rates, property-specific operating costs and future capital expenditures;

• projected cash flows from the eventual disposition of the hotel based upon our estimation of a property-specific capitalization rate;

• property-specific discount rates; and

• comparable selling prices.

The Company considers a hotel as held for sale when a contract for sale is entered into, a substantial nonrefundable deposit has been received from the purchaser and sale is expected to occur within one year.

Upon sale of a hotel, the Company determines its profit from the sale under the full accrual method provided the following applicable criteria are met: a sale is consummated; the buyer’s initial and continuing investments are adequate to demonstrate a commitment to pay for the property; the Company’s receivable, if applicable, is not subject to future subordination; the Company has transferred to the buyer the usual risks and rewards of ownership; and the Company does not have a substantial continuing involvement with the property. If all of these conditions are met, the Company will recognize the full profit on the sale.

Intangible Assets

The Company does not amortize intangible assets with indefinite useful lives. Non-amortizable intangible assets are reviewed annually for impairment and more frequently if events or circumstances indicate that the assets may be impaired. If a non-amortizable intangible asset is subsequently determined to have a finite useful life, the intangible asset will be written down to the lower of its fair value or carrying amount and then amortized prospectively, based on the remaining useful life of the intangible asset. As of December 31, 2015 and 2014, the Company did not have amortizable intangible assets or any value attributed to such non-amortizable intangible assets in the accompanying consolidated balance sheets.

Derivatives and Hedging Activities

In the normal course of business, the Company is exposed to the effects of interest rate changes. The Company limits the risks associated with interest rate changes by following established risk management policies and procedures which may include the use of derivative instruments. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract and are recorded on the balance sheet at fair value, with offsetting changes recorded to other comprehensive income (loss). Ineffective portions of changes in the fair value of a cash flow hedge are recognized as interest expense. The Company incorporates credit valuation adjustments to reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedging instruments under the accounting requirements for derivatives and hedging.

Cash and Cash Equivalents

All highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents.

Restricted Cash Reserves

The Company classifies certain cash balances as restricted cash reserves, including (i) reserve funds relating to the hotels with leases or operating agreements requiring the Company to maintain restricted cash to fund future capital expenditures, (ii) cash deposited in mortgage escrow accounts pursuant to mortgage obligations to pre-fund a portion of certain operating expenses and debt payments and (iii) cash held by insurance and management companies on the Company’s behalf to be refunded or applied to future liabilities.

Deferred Financing Costs

Financing costs related to long-term debt are recorded at cost and are amortized as interest expense over the life of the related debt instrument, unless there is a significant modification to the debt instrument. Accumulated amortization at December 31, 2015 and 2014 was $5,109 and $3,436, respectively.

Revenue Recognition

The Company recognizes hotel operating revenues on an accrual basis consistent with hotel operations. For retail operations, revenue is recognized on a straight line basis over the lives of the retail leases. Revenue from retail operations is included in other income in the accompanying consolidated statements of operations and comprehensive income.

Participating Leases

The participating leases have non-cancelable terms of three years (from commencement), subject to earlier termination upon the occurrence of certain contingencies, as defined. Each participating lease requires LHL to pay the Operating Partnership or subsidiary the greater of (i) base rent in a fixed amount or (ii) participating rent based on certain percentages of room revenue, food and beverage revenue, telephone revenue and other revenue at the applicable hotel. Participating rent applicable to room and other hotel revenues varies by lease and is calculated by multiplying fixed percentages by the total amounts of such revenues over specified quarterly threshold amounts. Both the base rent and the participating rent thresholds used in computing percentage rents applicable to room and other hotel revenues, including food and beverage revenues, are subject to annual adjustments based on increases in the United States Consumer Price Index published by the Bureau of Labor Statistics of the United States of America Department of Labor, U.S. City Average, Urban Wage Earners and Clerical Workers. Lease revenue from LHL is eliminated in consolidation.

Share-Based Compensation

From time to time, the Company awards shares under the 2014 Equity Incentive Plan (“2014 Plan”), which has approximately eight years remaining, as compensation to executives, employees and members of the Board of Trustees (see Note 7). The shares issued to executives and employees generally vest over three years. The shares issued to members of the Board of Trustees vest immediately upon issuance. The Company recognizes compensation expense for nonvested shares with service conditions or service and market conditions on a straight-line basis over the vesting period based upon the fair value of the shares on the date of issuance, adjusted for forfeitures. Compensation expense for nonvested shares with service and performance conditions is recognized based on the fair value of the estimated number of shares expected to vest, as revised throughout the vesting period, adjusted for forfeitures. The 2014 Plan replaced the 2009 Equity Incentive Plan (“2009 Plan”) in May 2014.

Noncontrolling Interests

The Company’s consolidated financial statements include entities in which the Company has a controlling financial interest. Noncontrolling interest is the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. Such noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. On the consolidated statements of operations and comprehensive income (loss), revenues, expenses and net income or loss from less-than-wholly-owned subsidiaries are reported at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests. Income or loss is allocated to noncontrolling interests based on their weighted average ownership percentage for the applicable period. Consolidated statements of equity include beginning balances, activity for the period and ending balances for shareholders’ equity, noncontrolling interests and total equity.

However, the Company’s noncontrolling interests that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, must be classified outside of permanent equity. The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions. Additionally, with respect to noncontrolling interests for which the Company has a choice to settle the contract by delivery of its own shares, the Company evaluates whether the Company controls the actions or events necessary to issue the maximum number of shares that could be required to be delivered under share settlement of the contract.

As of December 31, 2015, the consolidated results of the Company include the following ownership interests held by owners other than the Company: (i) the common units in the Operating Partnership held by third parties, (ii) the outside preferred ownership interests in a subsidiary and (iii) the outside ownership interest in a joint venture.

Income Taxes

The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Code commencing with its taxable year ended December 31, 1998. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted taxable income to its shareholders. It is the Company’s current intention to adhere to these requirements and maintain the Company’s qualification for taxation as a REIT. As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its net income that is currently distributed to shareholders. If the Company fails to qualify for taxation as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through a TRS is subject to federal, state and local income taxes. As a wholly owned TRS of the Company, LHL is required to pay income taxes at the applicable federal, state and local rates.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. The Company’s deferred tax assets balance consists primarily of net operating loss carryforwards (see Note 9).

Earnings per Common Share

Basic earnings per common share is based on the weighted average number of common shares of beneficial interest outstanding during the year excluding the weighted average number of unvested restricted shares (“participating securities” as defined in Note 11). The basic earnings per share calculation excludes the effect of such participating securities. Diluted earnings per common share is based on the basic weighted average number of common shares of beneficial interest outstanding plus the effect of in-the-money stock options and compensation-related shares. Any anti-dilutive shares are excluded from the diluted earnings per share calculation.

Comprehensive Income

The purpose of reporting comprehensive income is to report a measure of all changes in equity of an entity that result from recognized transactions and other economic events of the period other than transactions with owners in their capacity as owners. Comprehensive income consists of all components of income, including other comprehensive income, which is excluded from net income. For the years ended December 31, 2015, 2014 and 2013, comprehensive income was $134,982, $209,631 and $102,630, respectively. As of December 31, 2015, the Company’s accumulated other comprehensive loss was $97 and, as of December 31, 2014, the Company’s accumulated other comprehensive income was $748.

Notes Receivable

Notes receivable are carried at cost, net of any premiums or discounts which are recognized as an adjustment of yield over the remaining life of the note using the effective interest method. Any costs related to notes receivable are expensed as incurred. Interest income is recorded on the accrual basis consistent with the terms of the notes receivable. A note is deemed to be impaired when, based on current information and events, including a review of factors that would impact the fair value of the underlying collateral, it is probable that the Company will be unable to collect all principal and interest contractually due. The Company considers current and projected cash flow, historical payment patterns, general and industry specific economic factors and operating results in determining the probability of default. Interest previously accrued but not collected becomes part of the Company’s recorded investment in the note receivable for purposes of assessing impairment. The Company applies interest payments received on non-accrual notes receivable first to accrued interest and then as interest income. Notes receivable return to accrual status when contractually current and the collection of future payments is reasonably assured.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2018. Early adoption is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU No. 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which changes the way reporting enterprises evaluate the consolidation of limited partnerships, variable interests and similar entities. This standard will be effective for the first annual reporting period beginning after December 15, 2015 with early adoption permitted. The Company is evaluating the effect that ASU No. 2015-02 will have on its consolidated financial statements and related disclosures, but believes it will not have a material impact on its financial reporting.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented on the balance sheet as a direct deduction from the carrying amount of the debt liability. This standard will be effective for the first annual reporting period beginning after December 15, 2015 with early adoption permitted. The adoption of this standard will only affect the presentation of the Company’s consolidated balance sheet.

In April 2015, the FASB issued ASU No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in Cloud Computing Arrangement, which provides guidance on customer evaluation of whether it is obtaining a software license or, instead, a service in a cloud computing arrangement with the same evaluation undertaken by the provider. This standard will be effective for the first annual reporting period beginning after December 15, 2015 with early adoption permitted. The Company is evaluating the effect that ASU No. 2015-05 will have on its consolidated financial statements andrelated disclosures, but believes it will not have a material impact on its financial reporting.

Reclassification

Certain amounts in the 2013 and 2014 financial statements have been reclassified to conform with the 2015 presentation.

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Investment in Properties

12 Months Ended

Dec. 31, 2015

Investments [Abstract]

Investment in Properties

Investment in Properties

Investment in hotel properties as of December 31, 2015 and 2014 consists of the following:

	December 31, 2015			December 31, 2014
Land	$	731,796		$	601,962
Buildings and improvements	3,613,724			3,295,233
Furniture, fixtures and equipment	701,742			596,879
Investment in hotel properties, gross	5,047,262			4,494,074
Accumulated depreciation	(1,229,586		)	(1,065,518		)
Investment in hotel properties, net	$	3,817,676		$	3,428,556

As of December 31, 2015 and 2014, buildings and improvements included capital lease assets of $183,503 and $186,711, respectively, and accumulated depreciation included amounts related to capital lease assets of $20,915 and $15,513, respectively. Depreciation of the capital lease assets is included in depreciation and amortization expense in the accompanying consolidated statements of operations and comprehensive income for all periods presented.

The December 31, 2015 balance of investment in hotel properties excludes $54,066 classified as property under development primarily at Chaminade Resort and Conference Center, Hotel Palomar, Washington, DC, Lansdowne Resort, Mason & Rook Hotel (formerly Hotel Helix), The Liberty Hotel and Westin Michigan Avenue. The December 31, 2014 balance of investment in hotel properties excludes $35,613 classified as property under development primarily at Hotel Chicago, Hyatt Regency Boston Harbor, Sofitel Washington, DC Lafayette Square, The Marker San Francisco (formerly Hotel Monaco San Francisco), Villa Florence, Westin Michigan Avenue and Westin Philadelphia.

Interest, real estate taxes and insurance costs incurred during the renovation or development period are capitalized and depreciated over the lives of the renovated or developed assets. Capitalized interest for the years ended December 31, 2015, 2014 and 2013 was $902, $400 and $649, respectively.

The hotels owned as of December 31, 2015 are located in California (19), the District of Columbia (nine), Florida (two), Illinois (two), Indiana (one), Massachusetts (four), New York (four), Oregon (one), Pennsylvania (two), Virginia (one) and Washington state (two).

Investment in Joint Venture

The Company holds a 99.99% controlling interest in The Liberty Hotel. Since the Company holds a controlling interest, the accounts of the joint venture have been included in the accompanying consolidated financial statements. The 0.01% interest of the outside partner is included in noncontrolling interests in consolidated entities in the accompanying consolidated balance sheets.

Acquisitions

During 2013, the Company acquired 100% interests in four full-service hotels, each of which is leased to LHL. The Company recorded the acquisitions at fair value using model-derived valuations, with the estimated fair value recorded to investment in hotel properties, capital lease obligations and hotel working capital assets and liabilities. In connection with the acquisitions, the Company incurred acquisition transaction costs that were expensed as incurred. The following is a summary of the acquisitions:

							Acquisition Transaction Costs
Hotel Name	Acquisition Date	Number of Rooms	Location	Purchase Price		Manager	For the year ended December 31, 2013
Harbor Court Hotel	August 1, 2013	131	San Francisco, CA	$	36,875	Kimpton Hotel & Restaurant Group, LLC (1)	$	578
Hotel Triton	August 1, 2013	140	San Francisco, CA	10,900		Kimpton Hotel & Restaurant Group, LLC (1)	115
Serrano Hotel	August 21, 2013	236	San Francisco, CA	71,500		Kimpton Hotel & Restaurant Group, LLC (2)	1,010
Southernmost Hotel Collection (2)	August 27, 2013	260	Key West, FL	184,500		Highgate Hotels	943
Total				$	303,775		$	2,646

⁽¹⁾ Effective July 2015, management transitioned to Outrigger Lodging Services.

⁽²⁾ Effective January 29, 2014, management transitioned to Access Hotels & Resorts.

⁽³⁾ Renamed Southernmost Beach Resort Key West.

Harbor Court Hotel and Hotel Triton are subject to leases of land and building, which were determined to be capital leases (see Note 5). Accordingly, at acquisition, the Company recorded capital assets related to its leasehold interests of $54,563 and $37,253 for Harbor Court Hotel and Hotel Triton, respectively, based upon the estimated fair values of the rights to use the leased properties for the remaining terms. The capital assets are included within investment in hotel properties, net. Additionally, the Company recorded furniture, fixtures and equipment and inventory of $736 and $1,399 for Harbor Court Hotel and Hotel Triton, respectively, as part of the acquisitions.

The source of the funding for the 2013 acquisitions was borrowings under the Company’s senior unsecured credit facility. Total revenues and net income from the hotels acquired during 2013 of $26,591 and $2,683, respectively, are included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2013.

During 2014, the Company acquired 100% interests in two full-service hotels, each of which is leased to LHL. The Company recorded the acquisitions at fair value using model-derived valuations, with the estimated fair value recorded to investment in hotel properties and hotel working capital assets and liabilities. In connection with the acquisitions, the Company incurred acquisition transaction costs that were expensed as incurred. The following is a summary of the acquisitions:

							Acquisition Transaction Costs
Hotel Name	Acquisition Date	Number of Rooms	Location	Purchase Price		Manager	For the year ended December 31, 2014
Hotel Vitale	April 2, 2014	200	San Francisco, CA	$	130,000	Commune Hotels and Resorts	$	1,864
The Heathman Hotel	December 18, 2014	150	Portland, OR	64,325		JRK Hotel Group, Inc.	328
Total for 2014 Acquisitions				$	194,325		$	2,192
Land purchase (adjacent to Onyx Hotel)							64
Park Central San Francisco (1)							123
Total							$	2,379

⁽¹⁾ On January 23, 2015, the Company acquired Park Central San Francisco.

The source of the funding for the April 2, 2014 acquisition was borrowings under the Company’s senior unsecured credit facility. The source of funding for the December 18, 2014 acquisition was cash on hand. Total revenues and net income from the hotels acquired during 2014 of $27,988 and $2,018, respectively, are included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2014.

On April 30, 2014, the Company acquired a parcel of land located adjacent to the Company’s Onyx Hotel in Boston, MA for $2,500. The land is available for future use.

During 2015, the Company acquired 100% interests in two full-service hotels, each of which is leased to LHL. The Company recorded the acquisitions at fair value using model-derived valuations, with the estimated fair value recorded to investment in hotel properties and hotel working capital assets and liabilities. In connection with the acquisitions, the Company incurred acquisition transaction costs that were expensed as incurred. The following is a summary of the acquisitions:

							Acquisition Transaction Costs
Hotel Name	Acquisition Date	Number of Rooms	Location	Purchase Price		Manager	For the year ended December 31, 2015
Park Central San Francisco	January 23, 2015	681	San Francisco, CA	$	350,000	Highgate Hotels	$	230
The Marker Waterfront Resort	March 16, 2015	96	Key West, FL	96,250		Highgate Hotels	214
Total for 2015 Acquisitions				$	446,250		444
Mezzanine Loan (1)							55
Total							$	499

⁽¹⁾ See “Note Receivable” below.

The sources of the funding for the January 23, 2015 acquisition were cash on hand and borrowings under the Company’s senior unsecured credit facility. The source of funding for the March 16, 2015 acquisition was borrowings under the Company’s senior unsecured credit facility. Total revenues and net income from the hotels acquired during 2015 of $82,884 and $11,705, respectively, are included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2015.

Dispositions

On June 17, 2014, the Company sold the Hilton Alexandria Old Town for $93,380. This sale does not represent a strategic shift in the Company’s business plan or primary markets, and therefore, does not qualify as discontinued operations. The Company recognized a gain of $43,548 related to the sale of this property, which is included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2014. The sale of the property was recorded on the full accrual method.

On September 10, 2014, the Company sold the Hotel Viking for $77,000. This sale does not represent a strategic shift in the Company’s business plan or primary markets, and therefore, does not qualify as discontinued operations. The Company recognized a gain of $49,657 related to the sale of this property, which is included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2014. The sale of the property was recorded on the full accrual method. In conjunction with the sale of Hotel Viking, the Company executed a reverse 1031 exchange with Hotel Vitale, which was purchased on April 2, 2014. The reverse 1031 exchange has no effect on the Company’s GAAP financial reporting and does not have a material impact on the Company’s tax positions and expected tax expense.

Note Receivable

On July 20, 2015, the Company provided a junior mezzanine loan (the “Mezzanine Loan”) secured by pledges of equity interests in the entities that own the hotel properties, Shutters on the Beach and Casa Del Mar, in Santa Monica, CA. The Company entered into the Mezzanine Loan for a total purchase price of $80,000 before closing costs. The Mezzanine Loan bears interest at a variable interest rate equal to LIBOR plus 7.75%, which rate was 8.09% as of December 31, 2015. Interest-only payments are to be received monthly with the option of prepayment, pursuant to certain terms and conditions. The Mezzanine Loan matures on August 9, 2017 and has fiveone-year extension options, subject to conditions. The Mezzanine Loan is subordinate to a $235,000 first mortgage loan and a $90,000 senior mezzanine loan secured by the properties that also mature on August 9, 2017.

LHL

Substantially all of the Company’s revenues are derived from operating revenues generated by the hotels, all of which are leased by LHL.

Other indirect hotel operating expenses consist of the following expenses incurred by the hotels:

	For the year ended December 31,
	2015		2014		2013
General and administrative	$	101,397	$	87,210	$	76,699
Sales and marketing	73,654		61,249		55,752
Repairs and maintenance	39,521		37,169		33,741
Management and incentive fees	39,686		36,463		32,850
Utilities and insurance	34,427		32,296		29,077
Franchise fees	9,836		8,346		7,601
Other expenses	2,483		1,775		1,666
Total other indirect expenses	$	301,004	$	264,508	$	237,386

As of December 31, 2015, LHL leased all 47 hotels owned by the Company as follows:

	Hotel Properties	Location
1.	Hotel Amarano Burbank	Burbank, CA
2.	L’Auberge Del Mar	Del Mar, CA
3.	Hilton San Diego Gaslamp Quarter	San Diego, CA
4.	Hotel Solamar	San Diego, CA
5.	San Diego Paradise Point Resort and Spa	San Diego, CA
6.	The Hilton San Diego Resort and Spa	San Diego, CA
7.	Harbor Court Hotel	San Francisco, CA
8.	The Marker San Francisco	San Francisco, CA
9.	Hotel Triton	San Francisco, CA
10.	Hotel Vitale	San Francisco, CA
11.	Park Central San Francisco	San Francisco, CA
12.	Serrano Hotel	San Francisco, CA
13.	Villa Florence	San Francisco, CA
14.	Chaminade Resort and Conference Center	Santa Cruz, CA
15.	Viceroy Santa Monica	Santa Monica, CA
16.	Chamberlain West Hollywood	West Hollywood, CA
17.	Le Montrose Suite Hotel	West Hollywood, CA
18.	Le Parc Suite Hotel	West Hollywood, CA
19.	The Grafton on Sunset	West Hollywood, CA
20.	Donovan House	Washington, D.C.
21.	Hotel George	Washington, D.C.
22.	Hotel Madera	Washington, D.C.
23.	Hotel Palomar, Washington, DC	Washington, D.C.
24.	Hotel Rouge	Washington, D.C.
25.	Mason & Rook Hotel	Washington, D.C.
26.	Sofitel Washington, DC Lafayette Square	Washington, D.C.
27.	The Liaison Capitol Hill	Washington, D.C.
28.	Topaz Hotel	Washington, D.C.
29.	Southernmost Beach Resort Key West	Key West, FL
30.	The Marker Waterfront Resort	Key West, FL
31.	Hotel Chicago	Chicago, IL
32.	Westin Michigan Avenue	Chicago, IL
33.	Indianapolis Marriott Downtown	Indianapolis, IN
34.	Hyatt Regency Boston Harbor	Boston, MA
35.	Onyx Hotel	Boston, MA
36.	The Liberty Hotel	Boston, MA
37.	Westin Copley Place	Boston, MA
38.	Gild Hall	New York, NY
39.	Hotel Roger Williams	New York, NY
40.	Park Central Hotel New York (shared lease with WestHouse Hotel New York)	New York, NY
41.	WestHouse Hotel New York	New York, NY
42.	The Heathman Hotel	Portland, OR
43.	Embassy Suites Philadelphia - Center City	Philadelphia, PA
44.	Westin Philadelphia	Philadelphia, PA
45.	Lansdowne Resort	Lansdowne,VA
46.	Alexis Hotel	Seattle, WA
47.	Hotel Deca	Seattle, WA

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Long-Term Debt

12 Months Ended

Dec. 31, 2015

Long-term Debt, Other Disclosures [Abstract]

Long-Term Debt

Long-Term Debt

Debt Summary

Debt as of December 31, 2015 and December 31, 2014 consisted of the following:

			Balance Outstanding as of
Debt	Interest Rate	Maturity Date	December 31, 2015		December 31, 2014
Credit facilities
Senior unsecured credit facility	Floating (a)	January 2018 (a)	$	21,000	$	0
LHL unsecured credit facility	Floating (b)	January 2018 (b)	0		0
Total borrowings under credit facilities			21,000		0
Term loans
First Term Loan	Floating (c)	- (c)	0		177,500
Second Term Loan	Floating (c)	January 2019	300,000		300,000
Third Term Loan	Floating (c)	January 2021	555,000		0
Total term loans			855,000		477,500
Massport Bonds
Hyatt Regency Boston Harbor (taxable)	Floating (d)	March 2018	5,400		5,400
Hyatt Regency Boston Harbor (tax exempt)	Floating (d)	March 2018	37,100		37,100
Total bonds payable			42,500		42,500
Mortgage loans
Westin Copley Place	5.28%	- (e)	0		210,000
Westin Michigan Avenue	5.75%	April 2016 (f)	131,262		133,347
Indianapolis Marriott Downtown	5.99%	July 2016 (f)	96,097		97,528
The Roger	6.31%	August 2016 (g)	58,935		60,215
Westin Copley Place	Floating (h)	August 2018 (h)	225,000		0
Total mortgage loans			511,294		501,090
Total debt			$	1,429,794	$	1,021,090

^(a)  Borrowings bear interest at floating rates equal to, at the Company’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. As of December 31, 2015, the rate, including the applicable margin, for the Company’s outstanding LIBOR borrowing of $21,000 was 2.13%. There were no borrowings outstanding at December 31, 2014. The Company has the option, pursuant to certain terms and conditions, to extend the maturity date for twosix-month extensions.

^(b)  Borrowings bear interest at floating rates equal to, at LHL’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. There were no borrowings outstanding at December 31, 2015 and December 31, 2014. LHL has the option, pursuant to certain terms and conditions, to extend the maturity date for twosix-month extensions.

^(c)  Term loans bear interest at floating rates equal to LIBOR plus an applicable margin. The Company entered into separate interest rate swap agreements for the full seven-year term of the First Term Loan (as defined below) and a five-year term ending in August 2017 for the Second Term Loan (as defined below), resulting in fixed all-in interest rates. On November 5, 2015, the Company repaid the First Term Loan and entered into the Third Term Loan (as defined below). The Company entered into separate interest rate swap agreements with an aggregate notional amount of $377,500 for the full term of the Third Term Loan. The interest rate swaps for the First Term Loan continue to be in place and were redesignated as hedging instruments through May 2019 for the Third Term Loan. At December 31, 2015, the fixed all-in interest rates for the Second Term Loan and Third Term Loan were 2.38% and 2.95%, respectively, at the Company’s current leverage ratio (as defined in the swap agreements). At December 31, 2014, the fixed all-in interest rates for the First Term Loan and Second Term Loan were 3.62% and 2.38%, respectively, at the Company’s current leverage ratio (as defined in the swap agreements).

^(d)  The Massport Bonds are secured by letters of credit issued by U.S. Bank National Association (“U.S. Bank”) that expire in September 2016. The letters of credit have twoone-year extension options and are secured by the Hyatt Regency Boston Harbor. The letters of credit cannot be extended beyond the Massport Bonds’ maturity date. The bonds bear interest based on weekly floating rates. The interest rates as of December 31, 2015 were 0.39% and 0.02% for the $5,400 and $37,100 bonds, respectively. The interest rates as of December 31, 2014 were 0.13% and 0.03% for the $5,400 and $37,100 bonds, respectively. The Company incurs an annual letter of credit fee of 1.35%.

^(e)  The Company repaid the mortgage loan on June 1, 2015 through borrowings on its senior unsecured credit facility.

^(f)  The Company repaid the mortgage loans on January 4, 2016 through borrowings on its senior unsecured credit facility (see Note 13).

^(g)  The Company repaid the mortgage loan on February 11, 2016 through borrowings on its senior unsecured credit facility (see Note 13).

^(h)  The mortgage loan matures on August 14, 2018 with three options to extend the maturity date to January 5, 2021, pursuant to certain terms and conditions. The interest-only mortgage loan bears interest at a variable rate ranging from LIBOR plus 1.75% to LIBOR plus 2.00%, depending on Westin Copley Place’s net cash flow (as defined in the loan agreement). The interest rate as of December 31, 2015 was LIBOR plus 1.75%, which equaled 2.09%. The mortgage loan allows for prepayments without penalty after one year, subject to certain terms and conditions.

Future scheduled debt principal payments as of December 31, 2015 are as follows:

2016	$	286,294
2017	0
2018	288,500
2019	300,000
2020	0
Thereafter	555,000
Total debt	$	1,429,794

A summary of the Company’s interest expense and weighted average interest rates for unswapped variable rate debt for the years ended December 31, 2015, 2014 and 2013 is as follows:

	For the year ended December 31,
	2015			2014			2013
Interest Expense:
Interest incurred	$	52,604		$	54,859		$	55,912
Amortization of deferred financing costs	2,631			2,169			2,253
Capitalized interest	(902		)	(400		)	(649		)
Interest expense	$	54,333		$	56,628		$	57,516
Weighted Average Interest Rates for Unswapped Variable Rate Debt:
Senior unsecured credit facility	1.89		%	1.86		%	2.11		%
LHL unsecured credit facility	1.89		%	1.86		%	2.03		%
Massport Bonds	0.06		%	0.35		%	0.25		%
Mortgage loan (Westin Copley Place)	2.19		%	N/A			N/A

Credit Facilities

On January 8, 2014, the Company refinanced its $750,000 senior unsecured credit facility with a syndicate of banks. The credit facility matures on January 8, 2018, subject to twosix-month extensions that the Company may exercise at its option, pursuant to certain terms and conditions, including payment of an extension fee. The credit facility, with a current commitment of $750,000, includes an accordion feature which, subject to certain conditions, entitles the Company to request additional lender commitments, allowing for total commitments up to $1,050,000. Borrowings under the credit facility bear interest at floating rates equal to, at the Company’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. Additionally, the Company is required to pay a variable unused commitment fee of 0.25% or 0.30% of the unused portion of the credit facility, depending on the average daily unused portion of the credit facility.

On January 8, 2014, LHL also refinanced its $25,000 unsecured revolving credit facility to be used for working capital and general lessee corporate purposes. The LHL credit facility matures on January 8, 2018, subject to twosix-month extensions that LHL may exercise at its option, pursuant to certain terms and conditions, including payment of an extension fee. Borrowings under the LHL credit facility bear interest at floating rates equal to, at LHL’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. Additionally, LHL is required to pay a variable unused commitment fee of 0.25% or 0.30% of the unused portion of the credit facility, depending on the average daily unused portion of the LHL credit facility.

The Company’s senior unsecured credit facility and LHL’s unsecured credit facility contain certain financial covenants relating to net worth requirements, debt ratios and fixed charge coverage and other limitations that restrict the Company’s ability to make distributions or other payments to its shareholders upon events of default.

Term Loans

On May 16, 2012, the Company entered into a $177,500 unsecured term loan (the “First Term Loan”) with a seven-year term maturing on May 16, 2019. The First Term Loan bears interest at a variable rate, but was hedged to a fixed interest rate through May 16, 2019. On November 5, 2015, the Company repaid the First Term Loan and redesignated the interest rate swaps.

On January 8, 2014, the Company refinanced its $300,000 unsecured term loan (the “Second Term Loan”). The Second Term Loan includes an accordion feature, which subject to certain conditions, entitles the Company to request additional lender commitments, allowing for total commitments up to $500,000. The Second Term Loan has a five-year term maturing on January 8, 2019 and bears interest at variable rates, but was hedged to a fixed interest rate based on the Company’s current leverage ratio (as defined in the swap agreements), which interest rate was 2.38% at December 31, 2015 through August 2, 2017 (see “Derivative and Hedging Activities” below).

On November 5, 2015, the Company entered into a $555,000 unsecured term loan (the “Third Term Loan”) with a five-year term maturing on January 29, 2021. The Third Term Loan includes an accordion feature, which subject to certain conditions, entitles the Company to request additional lender commitments, allowing for total commitments up to $700,000. The Third Term Loan bears interest at a variable rate, but was hedged to a fixed interest rate based on the Company’s current leverage ratio (as defined in the swap agreements), which interest rate was 2.95% at December 31, 2015 through May 16, 2019 for $177,500 of the Third Term Loan and through January 29, 2021 for the remaining $377,500 of the Third Term Loan (see “Derivative and Hedging Activities” below).

The Company’s term loans contain certain financial covenants relating to net worth requirements, debt ratios and fixed charge coverage and other limitations that restrict the Company’s ability to make distributions or other payments to its shareholders upon events of default.

Derivative and Hedging Activities

The Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Unrealized gains and losses on the effective portion of hedging instruments are reported in other comprehensive income (loss) (“OCI”). Ineffective portions of changes in the fair value of a cash flow hedge are recognized as interest expense. Amounts reported in accumulated other comprehensive income (loss) (“AOCL”) related to currently outstanding derivatives are recognized as an adjustment to income (loss) as interest payments are made on the Company’s variable rate debt. Effective May 16, 2012, the Company entered into three interest rate swap agreements with an aggregate notional amount of $177,500 for the First Term Loan’s full seven-year term, resulting in a fixed all-in interest rate based on the Company’s current leverage ratio (as defined in the swap agreements). As discussed above, the First Term Loan was repaid on November 5, 2015. The interest rate swaps for the First Term Loan continue to be in place and are designated as hedging instruments for the Third Term Loan. Effective August 2, 2012, the Company entered into five interest rate swap agreements with an aggregate notional amount of $300,000 for the Second Term Loan through August 2, 2017, resulting in a fixed all-in interest rate based on the Company’s current leverage ratio (as defined in the swap agreements), which interest rate was 2.38% at December 31, 2015. Effective November 5, 2015, the Company entered into seven interest rate swap agreements with an aggregate notional amount of $377,500 for the Third Term Loan’s full five-year term, resulting in a fixed all-in interest rate based on the Company’s current leverage ratio (as defined in the swap agreements). At December 31, 2015, the fixed all-in interest rate based on the Company’s current leverage ratio (as defined in the swap agreements) was 2.95% for the Third Term Loan. The Company has designated its pay-fixed, receive-floating interest rate swap derivatives as cash flow hedges. The interest rate swaps were entered into with the intention of eliminating the variability of the terms loans, but can also limit the exposure to any amendments, supplements, replacements or refinancings of the Company’s debt.

The following table presents the effect of derivative instruments on the Company’s accompanying consolidated statements of operations and comprehensive income, including the location and amount of unrealized (loss) gain on outstanding derivative instruments in cash flow hedging relationships, for the years ended December 31, 2015, 2014 and 2013:

	Amount of (Loss) Gain Recognized in OCI on Derivative Instruments								Location of Loss Reclassified from AOCL into Net Income	Amount of Loss Reclassified from AOCL into Net Income
	(Effective Portion)								(Effective Portion)	(Effective Portion)
	For the year ended									For the year ended
	December 31,									December 31,
	2015			2014			2013			2015		2014		2013
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	(5,682	)	$	(8,276	)	$	8,127	Interest expense	$	4,835	$	4,410	$	4,248

During the years ended December 31, 2015, 2014 and 2013, the Company did not have any hedge ineffectiveness or amounts that were excluded from the assessment of hedge effectiveness recorded in earnings.

As of December 31, 2015, there was $97 in cumulative unrealized loss of which $97 was included in AOCL and zero was attributable to noncontrolling interests. As of December 31, 2014, there was $750 in cumulative unrealized gain of which $748 was included in AOCL and $2 was attributable to noncontrolling interests. The Company expects that approximately $8,094 will be reclassified from AOCL and noncontrolling interests and recognized as a reduction to income in the next 12 months, calculated as estimated interest expense using the interest rates on the derivative instruments as of December 31, 2015.

Bonds Payable

The Company is the obligor with respect to a $37,100 tax-exempt special project revenue bond and a $5,400 taxable special project revenue bond, both issued by the Massachusetts Port Authority (collectively, the “Massport Bonds”). The Massport Bonds, which mature on March 1, 2018, bear interest based on weekly floating rates and have no principal reductions prior to their scheduled maturities. The Massport Bonds may be redeemed at any time, at the Company’s option, without penalty. The Massport Bonds are secured by letters of credit issued by U.S. Bank, effective September 30, 2014, that expire on September 30, 2016, which replaced similar letters of credit held by the Royal Bank of Scotland. The letters of credit have twoone-year extension options that the Company may exercise at its option, subject to certain terms and conditions. The letters of credit cannot be extended beyond the Massport Bonds’ maturity date. The Company incurred an annual letter of credit fee of a variable rate based on an applicable margin as defined in the Company’s senior unsecured credit agreement through September 29, 2014, which is included in interest expense. Effective September 30, 2014, the Company incurs an annual letter of credit fee of 1.35%. The letters of credit are secured by the Hyatt Regency Boston Harbor. If U.S. Bank fails to renew its letters of credit at expiration and an acceptable replacement provider cannot be found, the Company may be required to pay off the bonds.

Extinguishment of Debt

As discussed above, on January 8, 2014, the Company refinanced its senior unsecured credit facility and Second Term Loan and LHL refinanced its unsecured revolving credit facility. The refinancing arrangements for the senior unsecured credit facility and Second Term Loan were considered substantial modifications. The Company recognized a loss from extinguishment of debt of $2,487, which is included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2014. As discussed above, on November 5, 2015, the Company repaid the First Term Loan prior to maturity and recognized a loss from extinguishment of debt of $831, which is included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2015. The loss from extinguishment of debt represents the unamortized deferred financing costs incurred when the original agreements were executed.

Mortgage Loans

The Company’s mortgage loans are secured by the respective properties. The mortgages are non-recourse to the Company except for fraud or misapplication of funds.

On June 1, 2015, the Company repaid without fee or penalty the Westin Copley Place mortgage loan in the amount of $210,000 plus accrued interest through borrowings under its senior unsecured credit facility. The loan was due to mature in September 2015. On July 20, 2015, the Company entered into a new $225,000 mortgage loan secured by the Westin Copley Place. The mortgage loan matures on August 14, 2018 with three options to extend the maturity date to January 5, 2021, pursuant to certain terms and conditions. The interest-only mortgage loan bears interest at a variable rate ranging from LIBOR plus 1.75% to LIBOR plus 2.00%, depending on Westin Copley Place’s net cash flow (as defined in the loan agreement). The mortgage loan allows for prepayments without penalty after one year, subject to certain terms and conditions.

On January 4, 2016, the Company repaid without fee or penalty the Westin Michigan Avenue mortgage loan and the Indianapolis Marriott Downtown mortgage loan. On February 11, 2016, the Company repaid without fee or penalty The Roger mortgage loan. Refer to Note 13.

The Company’s mortgage loans contain debt service coverage ratio tests related to the mortgaged properties. If the debt service coverage ratio for a specific property fails to exceed a threshold level specified in the mortgage, cash flows from that hotel may automatically be directed to the lender to (i) satisfy required payments, (ii) fund certain reserves required by the mortgage and (iii) fund additional cash reserves for future required payments, including final payment. Cash flows may be directed to the lender (“cash trap”) until such time as the property again complies with the specified debt service coverage ratio or the mortgage is paid off.

Financial Covenants

Failure of the Company to comply with the financial covenants contained in its credit facilities, term loans and non-recourse secured mortgages could result from, among other things, changes in its results of operations, the incurrence of additional debt or changes in general economic conditions.

If the Company violates the financial covenants contained in any of its credit facilities or term loans described above, the Company may attempt to negotiate waivers of the violations or amend the terms of the applicable credit facilities or term loans with the lenders thereunder; however, the Company can make no assurance that it would be successful in any such negotiations or that, if successful in obtaining waivers or amendments, such amendments or waivers would be on terms attractive to the Company. If a default under the credit facilities or term loans were to occur, the Company would possibly have to refinance the debt through additional debt financing, private or public offerings of debt securities, or additional equity financings. If the Company is unable to refinance its debt on acceptable terms, including at maturity of the credit facilities and term loans, it may be forced to dispose of hotel properties on disadvantageous terms, potentially resulting in losses that reduce cash flow from operating activities. If, at the time of any refinancing, prevailing interest rates or other factors result in higher interest rates upon refinancing, increases in interest expense would lower the Company’s cash flow, and, consequently, cash available for distribution to its shareholders.

A cash trap associated with a mortgage loan may limit the overall liquidity for the Company as cash from the hotel securing such mortgage would not be available for the Company to use. If the Company is unable to meet mortgage payment obligations, including the payment obligation upon maturity of the mortgage borrowing, the mortgage securing the specific property could be foreclosed upon by, or the property could be otherwise transferred to, the mortgagee with a consequent loss of income and asset value to the Company.

As of December 31, 2015, the Company is in compliance with all debt covenants, current on all loan payments and not otherwise in default under the credit facilities, term loans, bonds payable or mortgage loans.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Ground, Land and Building, and Air Rights Leases

A summary of the Company’s hotels subject to non-cancelable operating leases as of December 31, 2015 is as follows:

Lease Properties	Lease Type	Lease Expiration Date
Southernmost Beach Resort Key West (Restaurant facility)	Ground lease	April 2019 (1)
Hyatt Regency Boston Harbor	Ground lease	March 2026 (2)
The Hilton San Diego Resort and Spa	Ground lease	December 2045
San Diego Paradise Point Resort and Spa	Ground lease	May 2050
Hotel Vitale	Ground lease	March 2056 (3)
Viceroy Santa Monica	Ground lease	September 2056
Westin Copley Place (4)	Air rights lease	December 2077
The Liberty Hotel	Ground lease	May 2080
Indianapolis Marriott Downtown (5)	Ground lease	June 2099 (5)
Hotel Solamar	Ground lease	December 2102

⁽¹⁾ The Company can begin negotiating a renewal one year in advance of the lease expiration date.

⁽²⁾ The Company has options, subject to certain terms and conditions, to extend the ground lease for 51 years to 2077.

⁽³⁾ The Company has the option, subject to certain terms and conditions, to extend the ground lease for 14 years to 2070.

⁽⁴⁾ No payments are required through maturity.

⁽⁵⁾ Requires future ground rent payments of one dollar per year. The Company has options, subject to certain terms and conditions, to extend the ground lease for 50 years to 2149.

The ground leases at Viceroy Santa Monica, The Liberty Hotel and Hotel Vitale are subject to minimum annual rent increases, resulting in noncash straight-line rent expense of $1,943, $1,820 and $1,305 for the years ended December 31, 2015, 2014 and 2013, respectively, which is included in total ground rent expense. Total ground rent expense for the years ended December 31, 2015, 2014 and 2013 was $16,076, $14,667 and $11,117, respectively. Certain rent payments are based on the hotel’s performance. Actual payments of rent may exceed the minimum required rent due to meeting specified thresholds.

A summary of the Company’s hotels subject to capital leases of land and building as of December 31, 2015 is as follows:

Lease Properties	Estimated Present Value of Remaining Rent Payments (1)	Lease Expiration Date
The Roger	$4,892	December 2044
Harbor Court Hotel	$18,424	April 2048
Hotel Triton (2)	$25,625	December 2049

⁽¹⁾ At acquisition, the estimated present value of the remaining rent payments were recorded as capital lease obligations. These obligations, net of amortization, are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets.

⁽²⁾ In 2015, the hotel lease was amended, extending the lease expiration date from January 2048 to December 2049. At acquisition, the estimated present value of the remaining payments recorded as a capital lease obligation was $27,752. Due to the lease amendment, the recalculated estimated present value of the remaining rent payments is $25,625, which net of amortization, is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets.

Future minimum rent payments, including capital lease payments, (without reflecting future applicable Consumer Price Index increases) are as follows:

2016	$	12,804
2017	13,039
2018	13,183
2019	13,159
2020	13,557
Thereafter	600,780
	$	666,522

Reserve Funds for Future Capital Expenditures

Certain of the Company’s agreements with its hotel managers, franchisors and lenders have provisions for the Company to provide funds, generally 4.0% of hotel revenues, sufficient to cover the cost of (a) certain non-routine repairs and maintenance to the hotels and (b) replacements and renewals to the hotels’ capital assets. Certain of the agreements require that the Company reserve this cash in separate accounts. As of December 31, 2015, $21,402 was available in restricted cash reserves for future capital expenditures. The Company has sufficient cash on hand and availability on its credit facilities to cover capital expenditures under agreements that do not require that the Company separately reserve cash.

Restricted Cash Reserves

At December 31, 2015, the Company held $26,443 in restricted cash reserves. Included in such amounts are (i) $21,402 of reserve funds for future capital expenditures, (ii) $2,620 deposited in mortgage escrow accounts pursuant to mortgage obligations to pre-fund a portion of certain operating expenses and debt payments and (iii) $2,421 held by insurance and management companies on the Company’s behalf to be refunded or applied to future liabilities.

Litigation

The nature of hotel operations exposes the Company and its hotels to the risk of claims and litigation in the normal course of their business. The Company is not presently subject to any material litigation nor, to the Company’s knowledge, is any litigation threatened against the Company, other than routine actions for negligence or other claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance and all of which collectively are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.

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Equity

12 Months Ended

Dec. 31, 2015

Stockholders' Equity Note [Abstract]

Equity

Equity

Common Shares of Beneficial Interest

At December 31, 2015 and 2014, there were 200,000,000 authorized common shares under the Company’s declaration of trust, as amended.

On January 1, 2014, the Company issued 13,948 common shares of beneficial interest and authorized an additional 6,064 deferred shares to the independent members of its Board of Trustees for their 2013 compensation. These common shares of beneficial interest were issued under the 2009 Plan.

On January 1, 2014, the Company issued 35,652 nonvested shares with service conditions to executives related to the nonvested share awards with market conditions granted on January 24 and 26, 2011 (see Note 7 for additional details including vesting information). These common shares of beneficial interest were issued under the 2009 Plan.

On January 22, 2014, the Company issued 9,385 common shares of beneficial interest related to the resignation of a former Board of Trustees member who retired from the Board of Trustees for a portion of his accumulated deferred shares granted as compensation for years 1999 through 2013. The accumulated deferred shares balance will be issued in five annual installments beginning January 22, 2014. These common shares of beneficial interest were issued under the 2009 Plan.

On March 20, 2014, the Company issued 77,564 nonvested shares with service conditions to the Company’s executives and employees. The nonvested shares will vest in three annual installments starting January 1, 2015, subject to continued employment. These common shares of beneficial interest were issued under the 2009 Plan.

On July 1, 2014, the Company issued 59,778 shares to an executive related to the nonvested share awards with market conditions granted on May 31, 2008 (see Note 7 for additional details including vesting information). All of the issued shares vested immediately on July 1, 2014. These common shares of beneficial interest were issued under the 2009 Plan.

On December 12, 2014, the Company issued 16,257 nonvested shares with service conditions to the Company’s employees. The nonvested shares will vest in three annual installments starting January 1, 2016, subject to continued employment. These common shares of beneficial interest were issued under the 2014 Plan.

On December 12, 2014, the Company completed an underwritten public offering of 7,600,000 common shares of beneficial interest, par value $0.01 per share. On December 24, 2014, an additional 1,140,000 common shares of beneficial interest were issued pursuant to the full exercise of the underwriters’ option to purchase additional shares. After deducting the underwriters’ discounts and commissions and other offering costs, the Company raised net proceeds of $348,514. The net proceeds were used to fund the acquisition of The Heathman Hotel on December 18, 2014, to initially pay down amounts outstanding under the Company’s senior unsecured credit facility and under the LHL unsecured credit facility and to fund a portion of the acquisition of the Park Central San Francisco on January 23, 2015.

On January 1, 2015, the Company issued 11,682 common shares of beneficial interest and authorized an additional 4,183 deferred shares to the independent members of its Board of Trustees for their 2014 compensation. These common shares of beneficial interest were issued under the 2014 Plan. Additionally, the Company issued 9,757 common shares of beneficial interest, related to the resignation of a former trustee, for the second of five payouts of his accumulated deferred shares granted as compensation for years 1999 through 2013. These common shares of beneficial interest were issued under the 2009 Plan.

On January 1, 2015, the Company issued 108,779 nonvested shares with service conditions to executives related to the nonvested share awards with market conditions granted on January 26, 2012 (see Note 7 for additional details including vesting information). These common shares of beneficial interest were issued under the 2009 Plan.

On March 19, 2015, the Company issued 62,742 nonvested shares with service conditions to the Company’s executives and employees. The nonvested shares will vest in three annual installments starting January 1, 2016, subject to continued employment. These common shares of beneficial interest were issued under the 2014 Plan.

Common Dividends

The Company paid the following dividends on common shares/units during the year ended December 31, 2015:

Dividend per Share/Unit (1)		For the Quarter Ended	Record Date	Payable Date
$	0.38	December 31, 2014	December 31, 2014	January 15, 2015
$	0.38	March 31, 2015	March 31, 2015	April 15, 2015
$	0.45	June 30, 2015	June 30, 2015	July 15, 2015
$	0.45	September 30, 2015	September 30, 2015	October 15, 2015

⁽¹⁾ Amounts are rounded to the nearest whole cent for presentation purposes.

Treasury Shares

Treasury shares are accounted for under the cost method. During the year ended December 31, 2015, the Company received 55,577 common shares of beneficial interest related to employees surrendering shares to pay minimum withholding taxes at the time nonvested shares vested and forfeiting nonvested shares upon resignation.

The Company’s Board of Trustees previously authorized a share repurchase program (the “Repurchase Program”) to acquire up to $100,000 of the Company’s common shares of beneficial interest, with repurchased shares recorded at cost in treasury. In August 2015, the Company repurchased 184,742 common shares of beneficial interest under the Repurchase Program for a total of $5,697, including commissions of $6. As of December 31, 2015, the Company had availability under the Repurchase Program to acquire up to $69,807 of common shares of beneficial interest. The Company is currently authorized by its Board of Trustees to repurchase or offer to repurchase common shares under the Repurchase Agreement.

During the year ended December 31, 2015, the Company re-issued 30,388 treasury shares of beneficial interest related to the resignation of a former Board of Trustees member who retired from the Board of Trustees for the remainder of his accumulated deferred shares granted as compensation for years 1999 through 2013. These accumulated deferred shares are fully issued with no remaining balance as of December 31, 2015. These common shares of beneficial interest were issued under the 2009 Plan and 2014 Plan. The Company also issued 58,064 treasury shares related to the grants of nonvested shares.

At December 31, 2015, there were 155,895 common shares of beneficial interest in treasury.

Preferred Shares

At December 31, 2015 and 2014, there were 40,000,000 authorized preferred shares under the Company’s declaration of trust, as amended.

On March 4, 2013, the Company issued 4,000,000 6 ⅜% Series I Cumulative Redeemable Preferred Shares ($0.01 par value) (the “Series I Preferred Shares”) at a price of $25.00 per share and received net proceeds, after deducting underwriting discounts and other offering costs, of $96,667. On March 12, 2013, the underwriters exercised their rights to cover overallotments and purchased 400,000 additional Series I Preferred Shares, resulting in additional net proceeds to the Company of $9,685. The net proceeds were used to redeem a portion of the Company’s 7 ¼% Series G Cumulative Redeemable Preferred Shares (the “Series G Preferred Shares”) on April 5, 2013, to pay down amounts outstanding under the Company’s senior unsecured credit facility and for general corporate purposes.

On April 5, 2013, the Company redeemed 4,000,000 of the 6,348,888 outstanding Series G Preferred Shares for $100,000 ($25.00 per share) plus accrued distributions through April 5, 2013 of $1,913. The redemption value of the Series G Preferred Shares exceeded their carrying value by $1,566, which is included in the determination of net income attributable to common shareholders for the year ended December 31, 2013. The $1,566 represents the offering costs related to the redeemed Series G Preferred Shares.

On July 3, 2014, the Company redeemed the remaining 2,348,888 Series G Preferred Shares for $58,722 ($25.00 per share) plus accrued and unpaid dividends through the redemption date, July 3, 2014, of $1,100. The redemption value of the Series G Preferred Shares exceeded their carrying value by $951, which is included in the determination of net income attributable to common shareholders for the year ended December 31, 2014. The $951 represents the offering costs related to the redeemed Series G Preferred Shares.

The following Preferred Shares were outstanding as of December 31, 2015:

Security Type	Number of Shares
7 ½% Series H Preferred Shares	2,750,000
6 ⅜%Series I Preferred Shares	4,400,000

The 7½% Series H Cumulative Redeemable Preferred Shares (the “Series H Preferred Shares”) and the Series I Preferred Shares (collectively, the “Preferred Shares”) rank senior to the common shares of beneficial interest and on parity with each other with respect to payment of distributions. The Company will not pay any distributions, or set aside any funds for the payment of distributions, on its common shares of beneficial interest unless it has also paid (or set aside for payment) the full cumulative distributions on the Preferred Shares for the current and all past dividend periods and, with respect to the Series H Preferred Shares, for the current dividend period. The outstanding Preferred Shares do not have any maturity date, and are not subject to mandatory redemption. The difference between the carrying value and the redemption amount of the Preferred Shares are the offering costs. In addition, the Company is not required to set aside funds to redeem the Preferred Shares.

The Company may not optionally redeem the Series H Preferred Shares and Series I Preferred Shares prior to January 24, 2016 and March 4, 2018, respectively, except in limited circumstances relating to the Company’s continuing qualification as a REIT or as discussed below. After those dates, the Company may, at its option, redeem the Series H Preferred Shares and Series I Preferred Shares, in whole or from time to time in part, by payment of $25.00 per share, plus any accumulated, accrued and unpaid distributions to and including the date of redemption. In addition, upon the occurrence of a change of control (as defined in the Company’s charter), the result of which the Company’s common shares of beneficial interest and the common securities of the acquiring or surviving entity are not listed on the New York Stock Exchange, the NYSE MKT LLC or the NASDAQ Stock Market, or any successor exchanges, the Company may, at its option, redeem the Preferred Shares in whole or in part within 120 days after the change of control occurred, by paying $25.00 per share, plus any accrued and unpaid distributions to and including the date of redemption. If the Company does not exercise its right to redeem the Preferred Shares upon a change of control, the holders of Series H Preferred Shares and Series I Preferred Shares have the right to convert some or all of their shares into a number of the Company’s common shares of beneficial interest based on a defined formula subject to a cap of 4,680,500 common shares and 8,835,200 commons shares, respectively.

Preferred Dividends

The Company paid the following dividends on preferred shares during the year ended December 31, 2015:

Security Type	Dividend per Share (1)		For the Quarter Ended	Record Date	Payable Date
7 ½% Series H	$	0.47	December 31, 2014	January 1, 2015	January 15, 2015
6 ⅜% Series I	$	0.40	December 31, 2014	January 1, 2015	January 15, 2015
7 ½% Series H	$	0.47	March 31, 2015	April 1, 2015	April 15, 2015
6 ⅜%Series I	$	0.40	March 31, 2015	April 1, 2015	April 15, 2015
7 ½% Series H	$	0.47	June 30, 2015	July 1, 2015	July 15, 2015
6 ⅜% Series I	$	0.40	June 30, 2015	July 1, 2015	July 15, 2015
7 ½% Series H	$	0.47	September 30, 2015	October 1, 2015	October 15, 2015
6 ⅜% Series I	$	0.40	September 30, 2015	October 1, 2015	October 15, 2015

⁽¹⁾  Amounts are rounded to the nearest whole cent for presentation purposes.

Noncontrolling Interests of Common Units in Operating Partnership

On May 13, 2015, the Company issued an aggregate of 151,077 common shares of beneficial interest in connection with the redemption of 151,077 common units of limited partnership interest held by certain limited partners of the Operating Partnership. These common shares of beneficial interest were issued in reliance on an exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, and Regulation D promulgated thereunder. The Company relied on the exemption under Section 4(a)(2) based upon factual representations given by the limited partners who received the common shares of beneficial interest.

As of December 31, 2015, the Operating Partnership had 145,223 common units of limited partnership interest outstanding, representing a 0.1% partnership interest held by the limited partners. As of December 31, 2015, approximately $3,654 of cash or the equivalent value in common shares, at the Company’s option, would be paid to the limited partners of the Operating Partnership if the partnership were terminated. The approximate value of $3,654 is based on the Company’s closing common share price of $25.16 on December 31, 2015, which is assumed to be equal to the value provided to the limited partners upon liquidation of the Operating Partnership. Subject to certain limitations, the outstanding common units of limited partnership are redeemable for cash, or at the Company’s option, for a like number of common shares of beneficial interest of the Company.

The following schedule presents the effects of changes in the Company’s ownership interest in the Operating Partnership on the Company’s equity:

	For the year ended December 31,
	2015		2014			2013
Net income attributable to common shareholders	$	123,383	$	197,561		$	70,984
Increase (decrease) in additional paid-in capital from adjustments to noncontrolling interests of common units in Operating Partnership	14		(397		)	(213		)
Change from net income attributable to common shareholders and adjustments to noncontrolling interests	$	123,397	$	197,164		$	70,771

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Equity Incentive Plan

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Equity Incentive Plan

Equity Incentive Plan

The common shareholders approved the 2014 Plan at the 2014 Annual Meeting of Shareholders held on May 7, 2014, which permits the Company to issue equity-based awards to executives, employees, non-employee members of the Board of Trustees and any other persons providing services to or for the Company and its subsidiaries. The 2014 Plan provides for a maximum of 2,900,000 common shares of beneficial interest to be issued in the form of share options, share appreciation rights, restricted or unrestricted share awards, phantom shares, performance awards, incentive awards, other share-based awards, or any combination of the foregoing. In addition, the maximum number of common shares subject to awards of any combination that may be granted under the 2014 Plan during any fiscal year to any one individual is limited to 500,000 shares. The 2014 Plan terminates on February 17, 2024. The 2014 Plan authorized, among other things: (i) the grant of share options that qualify as incentive options under the Code, (ii) the grant of share options that do not so qualify, (iii) the grant of common shares in lieu of cash for trustees’ fees, (iv) grants of common shares in lieu of cash compensation and (v) the making of loans to acquire common shares in lieu of compensation (to the extent permitted by law and applicable provisions of the Sarbanes Oxley Act of 2002). The exercise price of share options is determined by the Compensation Committee of the Board of Trustees, but may not be less than 100% of the fair value of the common shares on the date of grant. Restricted share awards and options under the 2014 Plan vest over a period determined by the Compensation Committee of the Board of Trustees, generally a three year period. The duration of each option is also determined by the Compensation Committee, subject to applicable laws and regulations. At December 31, 2015, there were 2,797,762 common shares available for future grant under the 2014 Plan. Upon the approval of the 2014 Plan by the common shareholders on May 7, 2014, the 2014 Plan replaced the 2009 Plan. The Company will no longer make any grants under the 2009 Plan (although awards previously made under the 2009 Plan that are outstanding will remain in effect in accordance with the terms of that plan and the applicable award agreements).

Nonvested Share Awards with Service Conditions

From time to time, the Company awards nonvested shares under the 2014 Plan to executives, employees and members of the Board of Trustees. The nonvested shares issued to executives and employees generally vest over three years based on continued employment. The shares issued to the members of the Board of Trustees vest immediately upon issuance. The Company determines the grant date fair value of the nonvested shares based upon the closing stock price of its common shares on the New York Stock Exchange on the date of grant and number of shares per the award agreements. Compensation costs are recognized on a straight-line basis over the requisite service period and are included in general and administrative expense in the accompanying consolidated statements of operations and comprehensive income.

A summary of the Company’s nonvested shares with service conditions as of December 31, 2015 is as follows:

	Number of Shares		Weighted - Average Grant Date Fair Value
Nonvested at January 1, 2015	256,379		$	31.00
Granted	63,675		38.82
Vested	(78,483	)	28.60
Forfeited	(12,736	)	27.31
Nonvested at December 31, 2015 (1)	228,835		$	33.29

⁽¹⁾  Amount excludes 84,401 share awards with market conditions which were earned but nonvested due to a service condition as of December 31, 2015.

As of December 31, 2015 and 2014, there were $3,914 and $5,113, respectively, of total unrecognized compensation costs related to nonvested share awards with service conditions. As of December 31, 2015 and 2014, these costs were expected to be recognized over a weighted–average period of 1.4 and 1.9 years, respectively. The total intrinsic value of shares vested (calculated as number of shares multiplied by vesting date share price) during the years ended December 31, 2015, 2014 and 2013 was $3,152, $5,602 and $8, respectively. Compensation costs (net of forfeitures) related to nonvested share awards with service conditions that have been included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income were $3,323, $3,055 and $2,959 for the years ended December 31, 2015, 2014 and 2013, respectively.

Nonvested Share Awards with Market or Performance Conditions

On May 31, 2008, the Company’s Board of Trustees entered into three Performance-Based Share Agreements (the “Share Agreements”), awarding 125,000 nonvested share awards with market conditions, in 25,000, 50,000 and 50,000 increments, of nonvested shares to an executive. The actual amounts of the shares awarded earned for each of the Share Agreements is based on the specified three-year performance measurement periods ending on July 1, 2011, 2014 and 2017, respectively. The actual amounts of the shares awarded are to range from 0% to 200% of the target amounts, depending on the performance analysis stipulated in the Share Agreements, and none of the shares are outstanding until issued in accordance with the Share Agreements.

On July 1, 2014, the Company issued 59,778 shares to an executive who earned 119.6% of the 50,000 target number of shares from the nonvested share awards with market conditions granted on May 31, 2008. All of the shares earned, or 59,778 shares, vested immediately on July 1, 2014. The executive received a cash payment of $239 on the earned shares equal to the value of all dividends paid on common shares from May 31, 2008 until the determination date, July 1, 2014. As of July 1, 2014, the executive is entitled to receive dividends as declared and paid on the earned shares and to vote the shares. These common shares of beneficial interest were issued under the 2009 Plan.

With respect to the remaining 50,000 shares with a performance measurement period ending on July 1, 2017, the fair value of these shares was estimated on July 1, 2014, the beginning of the performance measurement period.

On January 24 and January 26, 2011, the Company’s Board of Trustees granted a target of 8,925 and 35,920 nonvested share awards with market conditions to executives, respectively. On January 1, 2014, the executives earned 79.5% of the target number of shares, or 35,652 shares. The shares representing the difference between 79.5% and 100% of the target, or 9,193 shares, were forfeited on January 1, 2014. Of the earned shares, 11,885 shares vested immediately on January 1, 2014, 11,884 shares vested on January 1, 2015 and the remaining 11,883 shares will vest on January 1, 2016 based on continued employment. The executives received cash payments of $75 on the earned shares equal to the value of all dividends paid on common shares from December 31, 2010 until the determination date, January 1, 2014. As of January 1, 2014, the executives are entitled to receive dividends as declared and paid on the earned shares and to vote the shares, including those shares subject to further vesting.

On January 26, 2012, the Company’s Board of Trustees granted a target of 79,823 nonvested share awards with market conditions to executives. On January 1, 2015, the executives earned 136.3% of their 79,823 target number of shares, or 108,779 shares. Of the shares earned, 36,261 shares vested immediately on January 1, 2015, and the remaining 72,518 shares will vest in equal amounts on January 1, 2016 and January 1, 2017 based on continued employment. The executives received a cash payment of $334 on the earned shares equal to the value of all dividends paid on common shares from January 1, 2012 until the determination date, January 1, 2015. As of January 1, 2015, the executives are entitled to receive dividends as declared and paid on the earned shares and to vote the shares.

On January 30, 2013, the Company’s Board of Trustees granted a target of 80,559 nonvested share awards with either market or performance conditions to executives (the “January 30, 2013 Awards”). The actual amounts of the shares awarded with respect to 40,280 of the 80,559 shares will be determined on January 1, 2016, based on the performance measurement period of January 1, 2013 through December 31, 2015, in accordance with the terms of the award agreements. The actual amounts of the shares awarded with respect to the remaining 40,279 of the 80,559 shares will be determined on July 1, 2016, based on the performance measurement period of July 1, 2013 through June 30, 2016, in accordance with the terms of the award agreements. The actual amounts of the shares awarded will range from 0% to 200% of the target amounts, depending on the performance analysis stipulated in the award agreements, and none of the shares are outstanding until issued in accordance with award agreements based on performance. After the actual amounts of the awards are determined (or earned) at the end of the respective performance measurement period, all of the earned shares will be issued and outstanding on those dates. The executives will receive cash payments on the earned shares equal to the value of all dividends paid on common shares from the grant date through the respective determination date. Such amounts will be paid to the awardees on or about January 1, 2016 and July 1, 2016, respectively. Thereafter, the executives will be entitled to receive dividends as declared and paid on the earned shares and to vote the shares. With respect to 40,280 shares, amortization commenced on January 30, 2013, the beginning of the requisite service period, and, with respect to 40,279 shares, amortization commenced on July 1, 2013, the beginning of the requisite service period.

On March 20, 2014, the Company’s Board of Trustees granted a target of 71,967 nonvested share awards with either market or performance conditions to executives (the “March 20, 2014 Awards”). The actual amounts of the shares awarded with respect to 35,983 of the 71,967 shares will be determined on January 1, 2017, based on the performance measurement period of January 1, 2014 through December 31, 2016, in accordance with the terms of the agreements. The actual amounts of the shares awarded with respect to the remaining 35,984 of the 71,967 shares will be determined on July 1, 2017, based on the performance measurement period of July 1, 2014 through June 30, 2017, in accordance with the terms of the agreements. The actual amounts of the shares awarded will range from 0% to 200% of the target amounts, depending on the performance analysis stipulated in the agreements, and none of the shares are outstanding until issued in accordance with award agreements based on performance. After the actual amounts of the awards are determined (or earned) at the end of the respective performance measurement period, all of the earned shares will be issued and outstanding on those dates. The executives will receive cash payments on the earned shares equal to the value of all dividends paid on common shares from the grant date through the respective determination date. Such amounts will be paid to the awardees on or about January 1, 2017 and July 1, 2017, respectively. Thereafter, the executives will be entitled to receive dividends as declared and paid on the earned shares and to vote the shares. With respect to 35,983 shares, amortization commenced on March 20, 2014, the beginning of the requisite service period, and, with respect to 35,984 shares, amortization commenced on July 1, 2014, the beginning of the requisite service period.

On March 19, 2015, the Company’s Board of Trustees granted a target of 61,660 nonvested share awards with either market or performance conditions to executives (the “March 19, 2015 Awards”). The actual amounts of the shares awarded with respect to 30,829 of the 61,660 shares will be determined on January 1, 2018, based on the performance measurement period of January 1, 2015 through December 31, 2017, in accordance with the terms of the agreements. The actual amounts of the shares awarded with respect to the remaining 30,831 of the 61,660 shares will be determined on July 1, 2018, based on the performance measurement period of July 1, 2015 through June 30, 2018, in accordance with the terms of the agreements. The actual amounts of the shares awarded will range from 0% to 200% of the target amounts, depending on the performance analysis stipulated in the agreements, and none of the shares are outstanding until issued in accordance with award agreements based on performance. After the actual amounts of the awards are determined (or earned) at the end of the respective performance measurement period, all of the earned shares will be issued and outstanding on those dates. The executives will receive cash payments on the earned shares equal to the value of all dividends paid on common shares from the grant date through the respective determination date. Such amounts will be paid to the awardees on or about January 1, 2018 and July 1, 2018, respectively. Thereafter, the executives will be entitled to receive dividends as declared and paid on the earned shares and to vote the shares. With respect to 30,829 shares, amortization commenced on March 19, 2015, the beginning of the requisite service period, and, with respect to 30,831 shares, amortization commenced on July 1, 2015, the beginning of the requisite service period.

The grant date fair values of the above described nonvested share awards with market conditions were determined by the Company using data under the Monte Carlo valuation method provided by a third-party consultant. The terms stipulated in the award agreements used to determine the total amount of the shares awarded for all awards granted prior to 2013 consist of the following three tranches: (1) a comparison of the Company’s “total return” (the increase in the market price of a Company’s common shares plus dividends declared thereon and assuming such dividends are reinvested as calculated by the FTSE NAREIT Equity Index) to the total return of the companies in the FTSE NAREIT Equity Index, (2) a comparison of the Company’s total return to the total returns’ of six companies in a designated peer group of the Company and (3) the Company’s actual performance as compared to a Board-established total return goal.

For the January 30, 2013 Awards, March 20, 2014 Awards and the March 19, 2015 Awards, the nonvested awards consist of three tranches in each performance measurement period described above. Two of the tranches in the award agreements are nonvested share awards with market conditions, consistent with tranches described in (2) and (3) above, and were valued on the grant date via the methodology described above using a third-party consultant. The third tranche is based on “return on invested capital” discussed below, which is a performance condition. The grant date fair values of the tranches with performance conditions were calculated based on the targeted awards, and the valuation is adjusted on a periodic basis. As of December 31, 2015, a change in the Company’s estimate of probable outcome occurred for all the award tranches with performance conditions as the return on invested capital measurement assumptions (see below) was revised from 100% to 200% resulting in a cumulative adjustment to compensation cost.

The capital market assumptions used in the valuations consisted of the following:

• Factors associated with the underlying performance of the Company’s share price and shareholder returns over the term of the awards including total share return volatility and risk-free interest.

• Factors associated with the relative performance of the Company’s share price and shareholder returns when compared to those companies which compose the index including beta as a means to breakdown total volatility into market-related and company specific volatilities.

• The valuation has been performed in a risk-neutral framework.

• Return on invested capital is a performance condition award measurement. The estimated value was calculated based on the initial face value at the date of grant. The valuation will be adjusted on a periodic basis as the estimated number of awards expected to vest is revised.

The assumptions used were as follows for each performance measure:

	Volatility		Interest Rates		Dividend Yield	Stock Beta	Fair Value of Components of Award		Weighting of Total Awards
March 19, 2015 Awards (performance period starting January 1, 2015)
Target amounts	24.40	%	0.99	%	N/A	N/A	$	29.25	33.40	%
Return on invested capital	N/A		N/A		N/A	N/A	$	38.84	33.30	%
Peer companies	24.40	%	0.99	%	N/A	1.011	$	40.69	33.30	%
March 19, 2015 Awards (performance period starting July 1, 2015)
Target amounts	24.40	%	0.99	%	N/A	N/A	$	31.86	33.40	%
Return on invested capital	N/A		N/A		N/A	N/A	$	38.84	33.30	%
Peer companies	24.40	%	0.99	%	N/A	1.011	$	41.00	33.30	%
May 31, 2008 Awards (performance period starting July 1, 2014)
Target amounts	33.30	%	0.90	%	N/A	N/A	$	32.57	20.00	%
NAREIT index	33.30	%	0.90	%	N/A	1.356	$	39.26	40.00	%
Peer companies	33.30	%	0.90	%	N/A	0.908	$	38.15	40.00	%
March 20, 2014 Awards (performance period starting January 1, 2014)
Target amounts	33.70	%	0.90	%	N/A	N/A	$	31.94	33.40	%
Return on invested capital	N/A		N/A		N/A	N/A	$	31.82	33.30	%
Peer companies	33.70	%	0.90	%	N/A	0.938	$	31.02	33.30	%
March 20, 2014 Awards (performance period starting July 1, 2014)
Target amounts	33.70	%	0.90	%	N/A	N/A	$	31.23	33.40	%
Return on invested capital	N/A		N/A		N/A	N/A	$	31.82	33.30	%
Peer companies	33.70	%	0.90	%	N/A	0.938	$	34.53	33.30	%
January 30, 2013 Awards (performance period starting January 1, 2013)
Target amounts	38.70	%	0.42	%	N/A	N/A	$	29.38	33.40	%
Return on invested capital	N/A		N/A		N/A	N/A	$	27.20	33.30	%
Peer companies	38.70	%	0.42	%	N/A	0.864	$	30.51	33.30	%
January 30, 2013 Awards (performance period starting July 1, 2013)
Target amounts	38.70	%	0.42	%	N/A	N/A	$	27.70	33.40	%
Return on invested capital	N/A		N/A		N/A	N/A	$	27.20	33.30	%
Peer companies	38.70	%	0.42	%	N/A	0.864	$	31.34	33.30	%
January 26, 2012 Awards
Target amounts	65.30	%	0.31	%	N/A	N/A	$	36.22	33.40	%
NAREIT index	65.30	%	0.31	%	N/A	1.370	$	35.25	33.30	%
Peer companies	65.30	%	0.31	%	N/A	0.911	$	35.33	33.30	%

A summary of the Company’s restricted share awards with either market or performance conditions as of December 31, 2015 is as follows:

	Number of Shares		Weighted- Average Grant Date Fair Value
Nonvested at January 1, 2015	311,625		$	33.62
Granted (1)	90,616		36.38
Vested	(53,654	)	35.99
Forfeited	0		0.00
Nonvested at December 31, 2015	348,587		$	33.98

⁽¹⁾  Amount includes an additional 28,956 shares issued on January 1, 2015 from the January 26, 2012 Grant, which were earned in excess of the target amount.

As of December 31, 2015 and 2014, there were $5,342 and $6,637, respectively, of total unrecognized compensation costs related to restricted share awards with market or performance conditions. As of December 31, 2015 and 2014, these costs were expected to be recognized over a weighted–average period of 1.7 and 2.0 years, respectively. As of December 31, 2015 and 2014, there were 308,069 and 254,415 share awards with market or performance conditions vested, respectively. Additionally, there were 84,401 and 29,276 nonvested share awards with market or performance conditions earned but nonvested due to a service condition as of December 31, 2015 and 2014, respectively. Compensation costs (net of forfeitures) related to nonvested share awards with market or performance conditions are included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income were $4,360, $3,567 and $2,681 for the years ended December 31, 2015, 2014 and 2013, respectively.

Board of Trustees’ Compensation

The Company issues common shares of beneficial interest to the independent members of the Board of Trustees for at least half of their compensation in lieu of cash. The Trustees may elect to receive the remaining half in cash or additional common shares. All or a portion of the shares issued may be deferred. The Company issued an aggregate of 18,774, 15,865 and 20,012 shares, including 4,910, 4,183 and 6,064 deferred shares, related to the Trustees’ compensation for the years 2015, 2014 and 2013, respectively.

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LHL

12 Months Ended

Dec. 31, 2015

Real Estate Investment Trust, Operating Support [Abstract]

LHL

Investment in Properties

Investment in hotel properties as of December 31, 2015 and 2014 consists of the following:

	December 31, 2015			December 31, 2014
Land	$	731,796		$	601,962
Buildings and improvements	3,613,724			3,295,233
Furniture, fixtures and equipment	701,742			596,879
Investment in hotel properties, gross	5,047,262			4,494,074
Accumulated depreciation	(1,229,586		)	(1,065,518		)
Investment in hotel properties, net	$	3,817,676		$	3,428,556

As of December 31, 2015 and 2014, buildings and improvements included capital lease assets of $183,503 and $186,711, respectively, and accumulated depreciation included amounts related to capital lease assets of $20,915 and $15,513, respectively. Depreciation of the capital lease assets is included in depreciation and amortization expense in the accompanying consolidated statements of operations and comprehensive income for all periods presented.

The December 31, 2015 balance of investment in hotel properties excludes $54,066 classified as property under development primarily at Chaminade Resort and Conference Center, Hotel Palomar, Washington, DC, Lansdowne Resort, Mason & Rook Hotel (formerly Hotel Helix), The Liberty Hotel and Westin Michigan Avenue. The December 31, 2014 balance of investment in hotel properties excludes $35,613 classified as property under development primarily at Hotel Chicago, Hyatt Regency Boston Harbor, Sofitel Washington, DC Lafayette Square, The Marker San Francisco (formerly Hotel Monaco San Francisco), Villa Florence, Westin Michigan Avenue and Westin Philadelphia.

Interest, real estate taxes and insurance costs incurred during the renovation or development period are capitalized and depreciated over the lives of the renovated or developed assets. Capitalized interest for the years ended December 31, 2015, 2014 and 2013 was $902, $400 and $649, respectively.

The hotels owned as of December 31, 2015 are located in California (19), the District of Columbia (nine), Florida (two), Illinois (two), Indiana (one), Massachusetts (four), New York (four), Oregon (one), Pennsylvania (two), Virginia (one) and Washington state (two).

Investment in Joint Venture

The Company holds a 99.99% controlling interest in The Liberty Hotel. Since the Company holds a controlling interest, the accounts of the joint venture have been included in the accompanying consolidated financial statements. The 0.01% interest of the outside partner is included in noncontrolling interests in consolidated entities in the accompanying consolidated balance sheets.

Acquisitions

During 2013, the Company acquired 100% interests in four full-service hotels, each of which is leased to LHL. The Company recorded the acquisitions at fair value using model-derived valuations, with the estimated fair value recorded to investment in hotel properties, capital lease obligations and hotel working capital assets and liabilities. In connection with the acquisitions, the Company incurred acquisition transaction costs that were expensed as incurred. The following is a summary of the acquisitions:

							Acquisition Transaction Costs
Hotel Name	Acquisition Date	Number of Rooms	Location	Purchase Price		Manager	For the year ended December 31, 2013
Harbor Court Hotel	August 1, 2013	131	San Francisco, CA	$	36,875	Kimpton Hotel & Restaurant Group, LLC (1)	$	578
Hotel Triton	August 1, 2013	140	San Francisco, CA	10,900		Kimpton Hotel & Restaurant Group, LLC (1)	115
Serrano Hotel	August 21, 2013	236	San Francisco, CA	71,500		Kimpton Hotel & Restaurant Group, LLC (2)	1,010
Southernmost Hotel Collection (2)	August 27, 2013	260	Key West, FL	184,500		Highgate Hotels	943
Total				$	303,775		$	2,646

⁽¹⁾ Effective July 2015, management transitioned to Outrigger Lodging Services.

⁽²⁾ Effective January 29, 2014, management transitioned to Access Hotels & Resorts.

⁽³⁾ Renamed Southernmost Beach Resort Key West.

Harbor Court Hotel and Hotel Triton are subject to leases of land and building, which were determined to be capital leases (see Note 5). Accordingly, at acquisition, the Company recorded capital assets related to its leasehold interests of $54,563 and $37,253 for Harbor Court Hotel and Hotel Triton, respectively, based upon the estimated fair values of the rights to use the leased properties for the remaining terms. The capital assets are included within investment in hotel properties, net. Additionally, the Company recorded furniture, fixtures and equipment and inventory of $736 and $1,399 for Harbor Court Hotel and Hotel Triton, respectively, as part of the acquisitions.

The source of the funding for the 2013 acquisitions was borrowings under the Company’s senior unsecured credit facility. Total revenues and net income from the hotels acquired during 2013 of $26,591 and $2,683, respectively, are included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2013.

During 2014, the Company acquired 100% interests in two full-service hotels, each of which is leased to LHL. The Company recorded the acquisitions at fair value using model-derived valuations, with the estimated fair value recorded to investment in hotel properties and hotel working capital assets and liabilities. In connection with the acquisitions, the Company incurred acquisition transaction costs that were expensed as incurred. The following is a summary of the acquisitions:

							Acquisition Transaction Costs
Hotel Name	Acquisition Date	Number of Rooms	Location	Purchase Price		Manager	For the year ended December 31, 2014
Hotel Vitale	April 2, 2014	200	San Francisco, CA	$	130,000	Commune Hotels and Resorts	$	1,864
The Heathman Hotel	December 18, 2014	150	Portland, OR	64,325		JRK Hotel Group, Inc.	328
Total for 2014 Acquisitions				$	194,325		$	2,192
Land purchase (adjacent to Onyx Hotel)							64
Park Central San Francisco (1)							123
Total							$	2,379

⁽¹⁾ On January 23, 2015, the Company acquired Park Central San Francisco.

The source of the funding for the April 2, 2014 acquisition was borrowings under the Company’s senior unsecured credit facility. The source of funding for the December 18, 2014 acquisition was cash on hand. Total revenues and net income from the hotels acquired during 2014 of $27,988 and $2,018, respectively, are included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2014.

On April 30, 2014, the Company acquired a parcel of land located adjacent to the Company’s Onyx Hotel in Boston, MA for $2,500. The land is available for future use.

During 2015, the Company acquired 100% interests in two full-service hotels, each of which is leased to LHL. The Company recorded the acquisitions at fair value using model-derived valuations, with the estimated fair value recorded to investment in hotel properties and hotel working capital assets and liabilities. In connection with the acquisitions, the Company incurred acquisition transaction costs that were expensed as incurred. The following is a summary of the acquisitions:

							Acquisition Transaction Costs
Hotel Name	Acquisition Date	Number of Rooms	Location	Purchase Price		Manager	For the year ended December 31, 2015
Park Central San Francisco	January 23, 2015	681	San Francisco, CA	$	350,000	Highgate Hotels	$	230
The Marker Waterfront Resort	March 16, 2015	96	Key West, FL	96,250		Highgate Hotels	214
Total for 2015 Acquisitions				$	446,250		444
Mezzanine Loan (1)							55
Total							$	499

⁽¹⁾ See “Note Receivable” below.

The sources of the funding for the January 23, 2015 acquisition were cash on hand and borrowings under the Company’s senior unsecured credit facility. The source of funding for the March 16, 2015 acquisition was borrowings under the Company’s senior unsecured credit facility. Total revenues and net income from the hotels acquired during 2015 of $82,884 and $11,705, respectively, are included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2015.

Dispositions

On June 17, 2014, the Company sold the Hilton Alexandria Old Town for $93,380. This sale does not represent a strategic shift in the Company’s business plan or primary markets, and therefore, does not qualify as discontinued operations. The Company recognized a gain of $43,548 related to the sale of this property, which is included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2014. The sale of the property was recorded on the full accrual method.

On September 10, 2014, the Company sold the Hotel Viking for $77,000. This sale does not represent a strategic shift in the Company’s business plan or primary markets, and therefore, does not qualify as discontinued operations. The Company recognized a gain of $49,657 related to the sale of this property, which is included in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2014. The sale of the property was recorded on the full accrual method. In conjunction with the sale of Hotel Viking, the Company executed a reverse 1031 exchange with Hotel Vitale, which was purchased on April 2, 2014. The reverse 1031 exchange has no effect on the Company’s GAAP financial reporting and does not have a material impact on the Company’s tax positions and expected tax expense.

Note Receivable

On July 20, 2015, the Company provided a junior mezzanine loan (the “Mezzanine Loan”) secured by pledges of equity interests in the entities that own the hotel properties, Shutters on the Beach and Casa Del Mar, in Santa Monica, CA. The Company entered into the Mezzanine Loan for a total purchase price of $80,000 before closing costs. The Mezzanine Loan bears interest at a variable interest rate equal to LIBOR plus 7.75%, which rate was 8.09% as of December 31, 2015. Interest-only payments are to be received monthly with the option of prepayment, pursuant to certain terms and conditions. The Mezzanine Loan matures on August 9, 2017 and has fiveone-year extension options, subject to conditions. The Mezzanine Loan is subordinate to a $235,000 first mortgage loan and a $90,000 senior mezzanine loan secured by the properties that also mature on August 9, 2017.

LHL

Substantially all of the Company’s revenues are derived from operating revenues generated by the hotels, all of which are leased by LHL.

Other indirect hotel operating expenses consist of the following expenses incurred by the hotels:

	For the year ended December 31,
	2015		2014		2013
General and administrative	$	101,397	$	87,210	$	76,699
Sales and marketing	73,654		61,249		55,752
Repairs and maintenance	39,521		37,169		33,741
Management and incentive fees	39,686		36,463		32,850
Utilities and insurance	34,427		32,296		29,077
Franchise fees	9,836		8,346		7,601
Other expenses	2,483		1,775		1,666
Total other indirect expenses	$	301,004	$	264,508	$	237,386

As of December 31, 2015, LHL leased all 47 hotels owned by the Company as follows:

	Hotel Properties	Location
1.	Hotel Amarano Burbank	Burbank, CA
2.	L’Auberge Del Mar	Del Mar, CA
3.	Hilton San Diego Gaslamp Quarter	San Diego, CA
4.	Hotel Solamar	San Diego, CA
5.	San Diego Paradise Point Resort and Spa	San Diego, CA
6.	The Hilton San Diego Resort and Spa	San Diego, CA
7.	Harbor Court Hotel	San Francisco, CA
8.	The Marker San Francisco	San Francisco, CA
9.	Hotel Triton	San Francisco, CA
10.	Hotel Vitale	San Francisco, CA
11.	Park Central San Francisco	San Francisco, CA
12.	Serrano Hotel	San Francisco, CA
13.	Villa Florence	San Francisco, CA
14.	Chaminade Resort and Conference Center	Santa Cruz, CA
15.	Viceroy Santa Monica	Santa Monica, CA
16.	Chamberlain West Hollywood	West Hollywood, CA
17.	Le Montrose Suite Hotel	West Hollywood, CA
18.	Le Parc Suite Hotel	West Hollywood, CA
19.	The Grafton on Sunset	West Hollywood, CA
20.	Donovan House	Washington, D.C.
21.	Hotel George	Washington, D.C.
22.	Hotel Madera	Washington, D.C.
23.	Hotel Palomar, Washington, DC	Washington, D.C.
24.	Hotel Rouge	Washington, D.C.
25.	Mason & Rook Hotel	Washington, D.C.
26.	Sofitel Washington, DC Lafayette Square	Washington, D.C.
27.	The Liaison Capitol Hill	Washington, D.C.
28.	Topaz Hotel	Washington, D.C.
29.	Southernmost Beach Resort Key West	Key West, FL
30.	The Marker Waterfront Resort	Key West, FL
31.	Hotel Chicago	Chicago, IL
32.	Westin Michigan Avenue	Chicago, IL
33.	Indianapolis Marriott Downtown	Indianapolis, IN
34.	Hyatt Regency Boston Harbor	Boston, MA
35.	Onyx Hotel	Boston, MA
36.	The Liberty Hotel	Boston, MA
37.	Westin Copley Place	Boston, MA
38.	Gild Hall	New York, NY
39.	Hotel Roger Williams	New York, NY
40.	Park Central Hotel New York (shared lease with WestHouse Hotel New York)	New York, NY
41.	WestHouse Hotel New York	New York, NY
42.	The Heathman Hotel	Portland, OR
43.	Embassy Suites Philadelphia - Center City	Philadelphia, PA
44.	Westin Philadelphia	Philadelphia, PA
45.	Lansdowne Resort	Lansdowne,VA
46.	Alexis Hotel	Seattle, WA
47.	Hotel Deca	Seattle, WA

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Income Taxes

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Code commencing with its taxable year ended December 31, 1998. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted taxable income to its shareholders. It is the Company’s current intention to adhere to these requirements and maintain the Company’s qualification for taxation as a REIT. As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its net income that is currently distributed to shareholders. If the Company fails to qualify for taxation as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through a TRS is subject to federal, state and local income taxes. As a wholly owned TRS of the Company, LHL is required to pay income taxes at the applicable federal, state and local rates.

For federal income tax purposes, the cash distributions paid to the Company’s common shareholders of beneficial interest and preferred shareholders may be characterized as ordinary income, return of capital (generally non-taxable) or capital gains. Tax law permits certain characterization of distributions which could result in differences between cash basis and tax basis distribution amounts.

The following characterizes distributions paid per common share of beneficial interest and preferred share on a tax basis for the years ended December 31, 2015, 2014 and 2013:

	2015				2014				2013
	$		%		$		%		$		%
Common shares of beneficial interest
Ordinary income	$	1.6570	100.00	%	$	1.4556	100.00	%	$	1.0305	100.00	%
Preferred shares (Series G)
Ordinary income	$	0.0000	0.00	%	$	0.0000	0.00	%	$	1.8125	100.00	%
Preferred shares (Series G redeemed) (1)
Ordinary income	$	0.0000	0.00	%	$	0.0000	0.00	%	$	0.9314	100.00	%
Preferred shares (Series G redeemed) (2)
Ordinary income	$	0.0000	0.00	%	$	1.3745	100.00	%	$	1.8125	100.00	%
Preferred shares (Series H)
Ordinary income	$	1.8750	100.00	%	$	1.8750	100.00	%	$	1.8750	100.00	%
Preferred shares (Series I)
Ordinary income	$	1.5938	100.00	%	$	1.5938	100.00	%	$	0.9784	100.00	%

⁽¹⁾ On April 5, 2013, the Company redeemed a portion of its Series G Preferred Shares (see Note 6).

⁽²⁾ On July 3, 2014, the Company redeemed its remaining Series G Preferred Shares (see Note 6).

The Company’s federal and state tax returns for the year ended December 31, 2015 have not been filed. The taxability information presented for the Company’s dividends paid in 2015 is based upon management’s estimate. The distributions for the year ended December 31, 2014 were revised from the Company’s previous estimate and agree to the tax returns filed for the year ended December 31, 2014.

Income tax (benefit) expense was comprised of the following for the years ended December 31, 2015, 2014 and 2013:

	For the year ended December 31,
	2015			2014		2013
LHL’s income tax (benefit) expense	$	(2,546	)	$	1,260	$	(308	)
Operating Partnership’s income tax expense	1,254			1,046		778
Total income tax (benefit) expense	$	(1,292	)	$	2,306	$	470

The components of LHL’s income tax (benefit) expense and (loss) income before income tax (benefit) expense for the years ended December 31, 2015, 2014 and 2013 were as follows:

	For the year ended December 31,
	2015			2014			2013
LHL’s income tax (benefit) expense:
Federal
Current	$	(510	)	$	912		$	(50	)
Deferred	(1,251		)	372			51
State & local
Current	83			297			(47		)
Deferred	(868		)	(321		)	(262		)
Total	$	(2,546	)	$	1,260		$	(308	)
LHL’s (loss) income before income tax (benefit) expense	$	(4,876	)	$	3,559		$	615

LHL’s provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to LHL’s pretax income for the years ended December 31, 2015, 2014 and 2013 as a result of the following differences:

	For the year ended December 31,
	2015			2014			2013
“Expected” federal tax (benefit) expense at statutory rate	$	(1,658	)	$	1,210		$	209
State income tax (benefit) expense, net of federal income tax effect	(443		)	302			50
Other, net	(445		)	(252		)	(567		)
Income tax (benefit) expense	$	(2,546	)	$	1,260		$	(308	)

LHL’s deferred tax assets (liabilities) as of December 31, 2015 and 2014 were as follows:

	December 31,
	2015			2014
Net operating loss carryforwards	$	4,175		$	1,618
Bad debt reserves	255			214
Golf membership deferred revenue (1)	(343		)	(256		)
Straight-line rent (1)	(643		)	(129		)
Other	122			0
Net deferred tax assets	$	3,566		$	1,447

⁽¹⁾ Amounts included in accounts payable and accrued expenses in the accompanying consolidated balance sheets for 2014. For 2015, amounts netted because of the existence of deferred tax assets in both federal and state jurisdictions.

As of December 31, 2015, the Company had net deferred tax assets of $3,566 primarily due to the current year’s federal net operating loss and current and past years’ state tax net operating losses. These loss carryforwards will generally expire in 2016 through 2035 if not utilized by then. The Company analyzes state loss carryforwards on a state by state basis and records a valuation allowance when management deems it more likely than not that future results will not generate sufficient taxable income in the respective state to realize the deferred tax asset prior to the expiration of the loss carryforwards. Management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets related to federal and state loss carryforwards prior to the expiration of the loss carryforwards and has determined that no valuation allowance is necessary. From time to time, the Company may be subject to federal, state or local tax audits in the normal course of business.

Regarding accounting for uncertainty in income taxes, GAAP guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. The Company must determine whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the previously unrecognized benefit associated with the position is recognized in the financial statements. This guidance applies to all positions related to income taxes.

The Company has no material unrecognized income tax benefits as of December 31, 2015 and 2014. As of December 31, 2015, the tax years that remain subject to examination by major tax jurisdictions generally include 2011 through 2015.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

In evaluating fair value, GAAP outlines a valuation framework and creates a fair value hierarchy that distinguishes between market assumptions based on market data (observable inputs) and a reporting entity’s own assumptions about market data (unobservable inputs). The hierarchy ranks the quality and reliability of inputs used to determine fair value, which are then classified and disclosed in one of the three categories. The three levels are as follows:

Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date.

Level 2—Observable inputs, other than quoted prices included in level 1, such as interest rates, yield curves, quoted prices in active markets for similar assets and liabilities, and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3—Unobservable inputs that are supported by limited market activity. This includes certain pricing models, discounted cash flow methodologies and similar techniques when observable inputs are not available.

The Company estimates the fair value of its financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and subjectivity are involved in developing these estimates and, accordingly, such estimates are not necessarily indicative of amounts that would be realized upon disposition.

Recurring Measurements

For assets and liabilities measured at fair value on a recurring basis, quantitative disclosure of their fair value is as follows:

		Fair Value Measurements at
		December 31, 2015		December 31, 2014
		Using Significant Other Observable
		Inputs (Level 2)
Description	Consolidated Balance Sheet Location
Derivative interest rate instruments	Prepaid expenses and other assets	$	1,605	$	1,520
Derivative interest rate instruments	Accounts payable and accrued expenses	$	1,702	$	770

The fair value of each derivative instrument is based on a discounted cash flow analysis of the expected cash flows under each arrangement. This analysis reflects the contractual terms of the derivative instrument, including the period to maturity, and utilizes observable market-based inputs, including interest rate curves and implied volatilities, which are classified within level 2 of the fair value hierarchy. The Company also incorporates credit value adjustments to appropriately reflect each parties’ nonperformance risk in the fair value measurement, which utilizes level 3 inputs such as estimates of current credit spreads. However, the Company has assessed that the credit valuation adjustments are not significant to the overall valuation of the derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified within level 2 of the fair value hierarchy.

Financial Instruments Not Measured at Fair Value

The following table represents the fair value, derived using level 2 inputs, of financial instruments presented at carrying value in the Company’s consolidated financial statements as of December 31, 2015 and 2014:

	December 31, 2015				December 31, 2014
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Note receivable	$	80,000	$	80,000	$	0	$	0
Borrowings under credit facilities	$	21,000	$	21,061	$	0	$	0
Term loans	$	855,000	$	856,038	$	477,500	$	476,996
Bonds payable	$	42,500	$	42,500	$	42,500	$	42,500
Mortgage loans	$	511,294	$	511,786	$	501,090	$	510,250

The Company estimated the fair value of its borrowings under credit facilities, term loans, bonds payable and mortgage loans using interest rates ranging from 1.5% to 4.4% as of December 31, 2015 and from 1.6% to 4.3% as of December 31, 2014 with a weighted average effective interest rate of 2.1% and 2.9% as of December 31, 2015 and 2014, respectively. The assumptions reflect the terms currently available on similar borrowings to borrowers with credit profiles similar to the Company’s. At December 31, 2015, the carrying amount of the note receivable was representative of its fair value due to the short-term nature and recent acquisition of this instrument.

At December 31, 2015 and 2014, the carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and distributions payable were representative of their fair values due to the short-term nature of these instruments and the recent acquisition of these items.

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Earnings Per Common Share

12 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

Earnings Per Common Share

Earnings per Common Share

The limited partners’ outstanding common partnership units in the Operating Partnership (which may be converted to common shares of beneficial interest) have been excluded from the diluted earnings per share calculation as there would be no effect on the amounts since the limited partners’ share of income or loss would also be added back to net income or loss. Any anti-dilutive shares have been excluded from the diluted earnings per share calculation. Unvested share-based payment awards expected to vest that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. Accordingly, distributed and undistributed earnings attributable to unvested restricted shares (participating securities) have been excluded, as applicable, from net income or loss attributable to common shareholders used in the basic and diluted earnings per share calculations. Net income or loss figures are presented net of noncontrolling interests in the earnings per share calculations.

The computation of basic and diluted earnings per common share is as follows:

	For the year ended December 31,
	2015			2014			2013
Numerator:
Net income attributable to common shareholders	$	123,383		$	197,561		$	70,984
Dividends paid on unvested restricted shares	(542		)	(411		)	(353		)
Undistributed earnings attributable to unvested restricted shares	0			(138		)	0
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	122,841		$	197,012		$	70,631
Denominator:
Weighted average number of common shares - basic	112,685,235			104,188,785			97,041,484
Effect of dilutive securities:
Compensation-related shares	411,185			357,110			187,187
Weighted average number of common shares - diluted	113,096,420			104,545,895			97,228,671
Earnings per Common Share - Basic:
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	1.09		$	1.89		$	0.73
Earnings per Common Share - Diluted:
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	1.09		$	1.88		$	0.73

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Supplemental Information to Statements of Cash Flows

12 Months Ended

Dec. 31, 2015

Supplemental Cash Flow Information [Abstract]

Supplemental Information to Statements of Cash Flows

Supplemental Information to Statements of Cash Flows

	For the year ended December 31,
	2015			2014			2013
Interest paid, net of capitalized interest	$	52,155		$	54,558		$	55,754
Interest capitalized	902			400			649
Income taxes paid, net	3,112			815			2,353
Increase in distributions payable on common shares	8,477			13,227			10,044
Decrease in distributions payable on preferred shares	0			(1,064		)	(59		)
Write-off of fully depreciated furniture, fixtures and equipment	16,000			582			7,888
Write-off of fully amortized deferred financing costs	131			273			203
Increase (decrease) in accrued capital expenditures	2,334			(994		)	3,116
Grant of nonvested shares and awards to employees and executives, net	5,188			7,953			5,258
Issuance of common shares for Board of Trustees compensation (1)	1,874			602			277
In conjunction with the sale of properties, the Company disposed of
the following assets and liabilities:
Investment in properties, net of closing costs	$	0		$	167,921		$	0
Other assets	0			1,397			0
Liabilities	0			(1,480		)	0
Sale of properties	$	0		$	167,838		$	0
In conjunction with the acquisition of properties, the Company assumed
the following assets and liabilities:
Investment in properties (after credits at closing)	$	(445,734	)	$	(194,198	)	$	(349,802	)
Other assets	(1,897		)	(1,361		)	(2,509		)
Liabilities	8,474			4,448			50,176
Acquisition of properties	$	(439,157	)	$	(191,111	)	$	(302,135	)

⁽¹⁾ Refer to Note 6 for issuances of previously deferred shares in 2014 and 2015.

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Subsequent Events

12 Months Ended

Dec. 31, 2015

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On January 1, 2016, the Company issued 13,864 common shares of beneficial interest and authorized an additional 4,910 deferred shares to the independent members of its Board of Trustees for their 2015 compensation. These common shares of beneficial interest were issued under the 2014 Plan.

On January 4, 2016, the Company received 38,193 common shares of beneficial interest related to executives and employees surrendering shares to pay taxes at the time restricted shares vested.

The Company paid the following common and preferred share dividends subsequent to December 31, 2015:

	Dividend per		For the Quarter	Record	Payable
Security Type	Share/Unit (1)		Ended	Date	Date
Common Shares/Units	$	0.45	December 31, 2015	December 31, 2015	January 15, 2016
7 ½% Series H Preferred Shares	$	0.47	December 31, 2015	January 1, 2016	January 15, 2016
6 ⅜% Series I Preferred Shares	$	0.40	December 31, 2015	January 1, 2016	January 15, 2016

⁽¹⁾  Amounts are rounded to the nearest whole cent for presentation purposes.

On January 4, 2016, the Company repaid without fee or penalty the Westin Michigan Avenue mortgage loan in the amount of $131,262 plus accrued interest through borrowings under its senior unsecured credit facility. The loan was due to mature in April 2016.

On January 4, 2016, the Company repaid without fee or penalty the Indianapolis Marriott Downtown mortgage loan in the amount of $96,097 plus accrued interest through borrowings under its senior unsecured credit facility. The loan was due to mature in July 2016.

On February 11, 2016, the Company repaid without fee or penalty The Roger mortgage loan in the amount of $58,831 plus accrued interest through borrowings under its senior unsecured credit facility. The loan was due to mature in August 2016.

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Quarterly Operating Results

12 Months Ended

Dec. 31, 2015

Quarterly Financial Information Disclosure [Abstract]

Quarterly Operating Results

Quarterly Operating Results (Unaudited)

The Company’s unaudited consolidated quarterly operating data for the years ended December 31, 2015 and 2014 (in thousands, except per share data) follows. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of quarterly results have been reflected in the data. It is also management’s opinion, however, that quarterly operating data for hotel enterprises are not indicative of results to be achieved in succeeding quarters or years.

	Year Ended December 31, 2015
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Total revenues	$	250,809		$	341,387		$	331,004		$	296,322
Total expenses	248,071			282,376			283,462			269,784
Net income	2,738			59,011			47,542			26,538
Net income attributable to noncontrolling interests	(15		)	(147		)	(75		)	(40		)
Distributions to preferred shareholders	(3,042		)	(3,042		)	(3,043		)	(3,042		)
Net (loss) income attributable to common shareholders	$	(319	)	$	55,822		$	44,424		$	23,456
Earnings per Common Share—Basic:
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	0.00		$	0.49		$	0.39		$	0.21
Earnings per Common Share—Diluted:
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	0.00		$	0.49		$	0.39		$	0.21
Weighted average number of common shares outstanding:
Basic	112,647,715			112,728,085			112,731,358			112,633,429
Diluted	112,647,715			113,141,908			113,137,284			113,028,661

	Year Ended December 31, 2014
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Total revenues	$	220,653		$	356,663		$	357,661		$	269,818
Total expenses	225,524			265,695			256,149			243,930
Net (loss) income	(4,871		)	90,968			101,512			25,888
Net loss (income) attributable to noncontrolling interests	6			(274		)	(297		)	(87		)
Distributions to preferred shareholders	(4,107		)	(4,142		)	(3,042		)	(3,042		)
Issuance costs of redeemed preferred shares	0			(942		)	(9		)	0
Net (loss) income attributable to common shareholders	$	(8,972	)	$	85,610		$	98,164		$	22,759
Earnings per Common Share—Basic:
Net (loss) income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	(0.09	)	$	0.82		$	0.94		$	0.22
Earnings per Common Share—Diluted:
Net (loss) income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	(0.09	)	$	0.82		$	0.94		$	0.21
Weighted average number of common shares outstanding:
Basic	103,691,657			103,698,332			103,798,853			105,550,157
Diluted	103,691,657			104,024,472			104,133,553			105,902,098

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Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2015

SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract]

Real Estate and Accumulated Depreciation Disclosure [Text Block]

				Initial Cost						Cost Capitalized Subsequent to Acquisition (1)							Gross Amounts at Which Carried at Close of Period												Life on Which Depreciation in Statement of Operations is Computed
		Encum- brances		Land		Building and Improve- ments		Furniture, Fixtures and Equipment		Land		Building and Improve- ments			Furniture, Fixtures and Equipment		Land		Building and Improve- ments		Furniture, Fixtures and Equipment		Accumu- lated Depre- ciation		Net Book Value		Date of Original Construc- tion	Date of Acqui- sition
1.	Le Montrose Suite Hotel	$	0	$	5,004	$	19,752	$	2,951	$	0	$	5,309		$	14,063	$	5,004	$	25,061	$	17,014	$	27,587	$	19,492	1976	4/29/1998	3-40 years
2.	San Diego Paradise Point Resort and Spa	0		0		69,639		3,665		154		41,164			33,962		154		110,803		37,627		89,290		59,294		1962	6/1/1998	3-40 years
3.	Hyatt Regency Boston Harbor	42,500		0		66,159		5,246		16		4,785			15,066		16		70,944		20,312		54,451		36,821		1993	6/24/1998	3-40 years
4.	Topaz Hotel	0		2,137		8,549		0		12		4,307			6,366		2,149		12,856		6,366		12,042		9,329		1963	3/8/2001	3-40 years
5.	Hotel Madera	0		1,682		6,726		0		15		5,559			6,442		1,697		12,285		6,442		10,673		9,751		1963	3/8/2001	3-40 years
6.	Hotel Rouge	0		2,162		8,647		0		17		5,071			8,187		2,179		13,718		8,187		14,019		10,065		1963	3/8/2001	3-40 years
7.	Mason & Rook Hotel	0		2,636		10,546		0		14		10,048			777		2,650		20,594		777		9,573		14,448		1962	3/8/2001	3-40 years
8.	The Liaison Capitol Hill	0		8,353		33,412		2,742		19		15,453			22,295		8,372		48,865		25,037		44,815		37,459		1968	6/1/2001	3-40 years
9.	Lansdowne Resort	0		27,421		74,835		3,114		33,147		27,818			29,557		60,568		102,653		32,671		75,632		120,260		1991	6/17/2003	3-40 years
10.	Hotel George	0		1,743		22,221		531		0		867			8,587		1,743		23,088		9,118		14,834		19,115		1928	9/18/2003	3-40 years
11.	Indianapolis Marriott Downtown	96,097		0		96,173		9,879		0		2,018			4,653		0		98,191		14,532		51,657		61,066		2001	2/10/2004	3-40 years
12.	Chaminade Resort and Conference Center	0		5,240		13,111		299		24		9,023			11,338		5,264		22,134		11,637		18,734		20,301		1985	11/18/2004	3-40 years
13.	Hilton San Diego Gaslamp Quarter	0		5,008		77,892		2,250		0		1,353			11,621		5,008		79,245		13,871		30,336		67,788		2000	1/6/2005	3-40 years
14.	The Grafton on Sunset	0		1,882		23,226		431		11		3,482			9,575		1,893		26,708		10,006		11,596		27,011		1954	1/10/2005	3-40 years
15.	Onyx Hotel	0		6,963		21,262		445		3,561		211			3,830		10,524		21,473		4,275		7,920		28,352		2004	5/18/2005	3-40 years
16.	Westin Copley Place	225,000		0		295,809		28,223		0		22,512			44,179		0		318,321		72,402		147,104		243,619		1983	8/31/2005	3-40 years
17.	Hotel Deca	0		4,938		21,720		577		0		826			6,131		4,938		22,546		6,708		10,753		23,439		1931	12/8/2005	3-40 years
18.	The Hilton San Diego Resort and Spa	0		0		85,572		4,800		122		15,834			19,005		122		101,406		23,805		50,559		74,774		1962	12/15/2005	3-40 years
19.	The Donovan	0		11,384		34,573		0		0		36,539			15,540		11,384		71,112		15,540		38,000		60,036		1972	12/16/2005	3-40 years
20.	Le Parc Suite Hotel	0		13,971		31,742		2,741		3		2,322			9,952		13,974		34,064		12,693		18,658		42,073		1970	1/27/2006	3-40 years
21.	Westin Michigan Avenue	131,262		38,158		154,181		24,112		17		17,572			28,670		38,175		171,753		52,782		85,046		177,664		1963/1972	3/1/2006	3-40 years
22.	Hotel Chicago	0		9,403		104,148		889		155		27,566			28,661		9,558		131,714		29,550		57,572		113,250		1998	3/1/2006	3-40 years
23.	Alexis Hotel	0		6,581		31,062		578		13		10,421			8,629		6,594		41,483		9,207		19,488		37,796		1901/1982	6/15/2006	3-40 years
24.	Hotel Solamar	0		0		79,111		7,890		0		415			8,111		0		79,526		16,001		28,993		66,534		2005	8/1/2006	3-40 years
25.	Gild Hall	0		6,732		45,016		984		2		3,157			10,282		6,734		48,173		11,266		22,438		43,735		1999	11/17/2006	3-40 years
26.	Hotel Amarano Burbank	0		5,982		29,292		1,253		329		6,394			7,700		6,311		35,686		8,953		12,478		38,472		2002	12/19/2006	3-40 years
27.	Sofitel Washington, DC Lafayette Square	0		11,082		80,342		2,619		0		409			13,344		11,082		80,751		15,963		19,005		88,791		2002	3/1/2010	3-40 years
28.	The Marker San Francisco	0		11,435		53,186		3,736		0		1,884			9,375		11,435		55,070		13,111		14,400		65,216		1910/1995	9/1/2010	3-40 years
29.	Westin Philadelphia	0		35,100		106,100		3,776		0		817			9,589		35,100		106,917		13,365		20,591		134,791		1990	9/1/2010	3-40 years
30.	Embassy Suites Philadelphia - Center City	0		13,600		62,900		2,504		0		2,135			5,011		13,600		65,035		7,515		14,472		71,678		1963/1993	9/1/2010	3-40 years
31.	The Roger	58,935		0		95,079		3,509		0		(138		)	12,052		0		94,941		15,561		26,265		84,237		1930/1998	10/6/2010	3-34 years
32.	Chamberlain West Hollywood	0		6,470		29,085		2,895		0		303			3,994		6,470		29,388		6,889		8,120		34,627		1970/2005	12/6/2010	3-40 years
33.	Viceroy Santa Monica	0		0		75,270		4,747		0		390			4,582		0		75,660		9,329		15,650		69,339		1967/2002	3/16/2011	3-40 years
34.	Villa Florence	0		12,413		50,997		3,202		0		0			9,864		12,413		50,997		13,066		10,273		66,203		1908	10/5/2011	3-40 years
35/36.	Park Central Hotel New York/WestHouse Hotel New York	0		135,306		250,262		9,004		0		38,270			49,434		135,306		288,532		58,438		56,922		425,354		1928	12/29/2011	3-40 years
37.	Hotel Palomar, Washington, DC	0		26,859		111,214		5,648		0		782			4,759		26,859		111,996		10,407		15,768		133,494		1962	3/8/2012	3-40 years
38.	L’Auberge Del Mar	0		13,475		59,481		3,628		0		19			2,012		13,475		59,500		5,640		7,176		71,439		1989	12/6/2012	3-40 years
39.	The Liberty Hotel	0		0		160,731		9,040		0		263			3,980		0		160,994		13,020		18,005		156,009		1851/2007	12/28/2012	3-40 years
40.	Harbor Court Hotel	0		0		54,563		714		0		22			288		0		54,585		1,002		4,156		51,431		1926/1991	8/1/2013	3-35 years
41.	Hotel Triton	0		0		37,253		1,379		0		(3,188		)	617		0		34,065		1,996		3,301		32,760		1912/1991	8/1/2013	3-34.5 years
42.	Serrano Hotel	0		20,475		48,501		2,500		0		173			648		20,475		48,674		3,148		4,974		67,323		1928/1999	8/21/2013	3-40 years
43.	Southernmost Beach Resort Key West	0		101,517		79,795		3,105		0		1,328			2,438		101,517		81,123		5,543		6,727		181,456		1958-2008	8/27/2013	3-40 years
44.	Hotel Vitale	0		0		125,150		4,766		0		(172		)	344		0		124,978		5,110		7,173		122,915		2005	4/2/2014	3-40 years
45.	The Heathman Hotel	0		10,280		50,001		4,002		0		(174		)	121		10,280		49,827		4,123		2,051		62,179		1927	12/18/2014	3-40 years
46.	Pack Central San Francisco	0		80,640		255,105		14,057		0		41			976		80,640		255,146		15,033		8,538		342,281		1984	1/23/2015	3-40 years
47.	The Marker Waterfront Resort	0		48,133		41,143		6,656		0		0			48		48,133		41,143		6,704		1,771		94,209		2014	3/16/2015	3-40 years
	Total	$	553,794	$	694,165	$	3,290,534	$	195,087	$	37,631	$	323,190		$	506,655	$	731,796	$	3,613,724	$	701,742	$	1,229,586	$	3,817,676

⁽¹⁾    Costs of disposals, impairments and reclassifications to property under development are reflected as reductions to cost capitalized subsequent to acquisition. Reclassifications from property under development are reflected as increases to cost capitalized subsequent to acquisition.

Reconciliation of Real Estate and Accumulated Depreciation:

Reconciliation of Real Estate:
Balance at December 31, 2012	$	3,885,289
Acquisition of hotel properties	349,802
Improvements and additions to hotel properties	108,034
Reclassification from property under development	16,317
Disposal of assets	(8,369		)
Balance at December 31, 2013	$	4,351,073
Acquisition of hotel properties	194,198
Improvements and additions to hotel properties	66,706
Reclassification from property under development	14,163
Disposal of hotels	(130,846		)
Disposal of assets	(1,220		)
Balance at December 31, 2014	$	4,494,074
Acquisition of hotel properties	445,734
Improvements and additions to hotel properties	93,599
Reclassification from property under development	30,343
Disposal of assets	(16,488		)
Balance at December 31, 2015	$	5,047,262
Reconciliation of Accumulated Depreciation:
Balance at December 31, 2012	$	832,245
Depreciation	143,560
Disposal of assets	(7,920		)
Balance at December 31, 2013	$	967,885
Depreciation	154,585
Disposal of hotels	(56,130		)
Disposal of assets	(822		)
Balance at December 31, 2014	$	1,065,518
Depreciation	180,346
Disposal of assets	(16,278		)
Balance at December 31, 2015	$	1,229,586

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Reconciliation of Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2015

Real Estate and Accumulated Depreciation [Abstract]

Real Estate and Accumulated Depreciation Disclosure [Text Block]

				Initial Cost						Cost Capitalized Subsequent to Acquisition (1)							Gross Amounts at Which Carried at Close of Period												Life on Which Depreciation in Statement of Operations is Computed
		Encum- brances		Land		Building and Improve- ments		Furniture, Fixtures and Equipment		Land		Building and Improve- ments			Furniture, Fixtures and Equipment		Land		Building and Improve- ments		Furniture, Fixtures and Equipment		Accumu- lated Depre- ciation		Net Book Value		Date of Original Construc- tion	Date of Acqui- sition
1.	Le Montrose Suite Hotel	$	0	$	5,004	$	19,752	$	2,951	$	0	$	5,309		$	14,063	$	5,004	$	25,061	$	17,014	$	27,587	$	19,492	1976	4/29/1998	3-40 years
2.	San Diego Paradise Point Resort and Spa	0		0		69,639		3,665		154		41,164			33,962		154		110,803		37,627		89,290		59,294		1962	6/1/1998	3-40 years
3.	Hyatt Regency Boston Harbor	42,500		0		66,159		5,246		16		4,785			15,066		16		70,944		20,312		54,451		36,821		1993	6/24/1998	3-40 years
4.	Topaz Hotel	0		2,137		8,549		0		12		4,307			6,366		2,149		12,856		6,366		12,042		9,329		1963	3/8/2001	3-40 years
5.	Hotel Madera	0		1,682		6,726		0		15		5,559			6,442		1,697		12,285		6,442		10,673		9,751		1963	3/8/2001	3-40 years
6.	Hotel Rouge	0		2,162		8,647		0		17		5,071			8,187		2,179		13,718		8,187		14,019		10,065		1963	3/8/2001	3-40 years
7.	Mason & Rook Hotel	0		2,636		10,546		0		14		10,048			777		2,650		20,594		777		9,573		14,448		1962	3/8/2001	3-40 years
8.	The Liaison Capitol Hill	0		8,353		33,412		2,742		19		15,453			22,295		8,372		48,865		25,037		44,815		37,459		1968	6/1/2001	3-40 years
9.	Lansdowne Resort	0		27,421		74,835		3,114		33,147		27,818			29,557		60,568		102,653		32,671		75,632		120,260		1991	6/17/2003	3-40 years
10.	Hotel George	0		1,743		22,221		531		0		867			8,587		1,743		23,088		9,118		14,834		19,115		1928	9/18/2003	3-40 years
11.	Indianapolis Marriott Downtown	96,097		0		96,173		9,879		0		2,018			4,653		0		98,191		14,532		51,657		61,066		2001	2/10/2004	3-40 years
12.	Chaminade Resort and Conference Center	0		5,240		13,111		299		24		9,023			11,338		5,264		22,134		11,637		18,734		20,301		1985	11/18/2004	3-40 years
13.	Hilton San Diego Gaslamp Quarter	0		5,008		77,892		2,250		0		1,353			11,621		5,008		79,245		13,871		30,336		67,788		2000	1/6/2005	3-40 years
14.	The Grafton on Sunset	0		1,882		23,226		431		11		3,482			9,575		1,893		26,708		10,006		11,596		27,011		1954	1/10/2005	3-40 years
15.	Onyx Hotel	0		6,963		21,262		445		3,561		211			3,830		10,524		21,473		4,275		7,920		28,352		2004	5/18/2005	3-40 years
16.	Westin Copley Place	225,000		0		295,809		28,223		0		22,512			44,179		0		318,321		72,402		147,104		243,619		1983	8/31/2005	3-40 years
17.	Hotel Deca	0		4,938		21,720		577		0		826			6,131		4,938		22,546		6,708		10,753		23,439		1931	12/8/2005	3-40 years
18.	The Hilton San Diego Resort and Spa	0		0		85,572		4,800		122		15,834			19,005		122		101,406		23,805		50,559		74,774		1962	12/15/2005	3-40 years
19.	The Donovan	0		11,384		34,573		0		0		36,539			15,540		11,384		71,112		15,540		38,000		60,036		1972	12/16/2005	3-40 years
20.	Le Parc Suite Hotel	0		13,971		31,742		2,741		3		2,322			9,952		13,974		34,064		12,693		18,658		42,073		1970	1/27/2006	3-40 years
21.	Westin Michigan Avenue	131,262		38,158		154,181		24,112		17		17,572			28,670		38,175		171,753		52,782		85,046		177,664		1963/1972	3/1/2006	3-40 years
22.	Hotel Chicago	0		9,403		104,148		889		155		27,566			28,661		9,558		131,714		29,550		57,572		113,250		1998	3/1/2006	3-40 years
23.	Alexis Hotel	0		6,581		31,062		578		13		10,421			8,629		6,594		41,483		9,207		19,488		37,796		1901/1982	6/15/2006	3-40 years
24.	Hotel Solamar	0		0		79,111		7,890		0		415			8,111		0		79,526		16,001		28,993		66,534		2005	8/1/2006	3-40 years
25.	Gild Hall	0		6,732		45,016		984		2		3,157			10,282		6,734		48,173		11,266		22,438		43,735		1999	11/17/2006	3-40 years
26.	Hotel Amarano Burbank	0		5,982		29,292		1,253		329		6,394			7,700		6,311		35,686		8,953		12,478		38,472		2002	12/19/2006	3-40 years
27.	Sofitel Washington, DC Lafayette Square	0		11,082		80,342		2,619		0		409			13,344		11,082		80,751		15,963		19,005		88,791		2002	3/1/2010	3-40 years
28.	The Marker San Francisco	0		11,435		53,186		3,736		0		1,884			9,375		11,435		55,070		13,111		14,400		65,216		1910/1995	9/1/2010	3-40 years
29.	Westin Philadelphia	0		35,100		106,100		3,776		0		817			9,589		35,100		106,917		13,365		20,591		134,791		1990	9/1/2010	3-40 years
30.	Embassy Suites Philadelphia - Center City	0		13,600		62,900		2,504		0		2,135			5,011		13,600		65,035		7,515		14,472		71,678		1963/1993	9/1/2010	3-40 years
31.	The Roger	58,935		0		95,079		3,509		0		(138		)	12,052		0		94,941		15,561		26,265		84,237		1930/1998	10/6/2010	3-34 years
32.	Chamberlain West Hollywood	0		6,470		29,085		2,895		0		303			3,994		6,470		29,388		6,889		8,120		34,627		1970/2005	12/6/2010	3-40 years
33.	Viceroy Santa Monica	0		0		75,270		4,747		0		390			4,582		0		75,660		9,329		15,650		69,339		1967/2002	3/16/2011	3-40 years
34.	Villa Florence	0		12,413		50,997		3,202		0		0			9,864		12,413		50,997		13,066		10,273		66,203		1908	10/5/2011	3-40 years
35/36.	Park Central Hotel New York/WestHouse Hotel New York	0		135,306		250,262		9,004		0		38,270			49,434		135,306		288,532		58,438		56,922		425,354		1928	12/29/2011	3-40 years
37.	Hotel Palomar, Washington, DC	0		26,859		111,214		5,648		0		782			4,759		26,859		111,996		10,407		15,768		133,494		1962	3/8/2012	3-40 years
38.	L’Auberge Del Mar	0		13,475		59,481		3,628		0		19			2,012		13,475		59,500		5,640		7,176		71,439		1989	12/6/2012	3-40 years
39.	The Liberty Hotel	0		0		160,731		9,040		0		263			3,980		0		160,994		13,020		18,005		156,009		1851/2007	12/28/2012	3-40 years
40.	Harbor Court Hotel	0		0		54,563		714		0		22			288		0		54,585		1,002		4,156		51,431		1926/1991	8/1/2013	3-35 years
41.	Hotel Triton	0		0		37,253		1,379		0		(3,188		)	617		0		34,065		1,996		3,301		32,760		1912/1991	8/1/2013	3-34.5 years
42.	Serrano Hotel	0		20,475		48,501		2,500		0		173			648		20,475		48,674		3,148		4,974		67,323		1928/1999	8/21/2013	3-40 years
43.	Southernmost Beach Resort Key West	0		101,517		79,795		3,105		0		1,328			2,438		101,517		81,123		5,543		6,727		181,456		1958-2008	8/27/2013	3-40 years
44.	Hotel Vitale	0		0		125,150		4,766		0		(172		)	344		0		124,978		5,110		7,173		122,915		2005	4/2/2014	3-40 years
45.	The Heathman Hotel	0		10,280		50,001		4,002		0		(174		)	121		10,280		49,827		4,123		2,051		62,179		1927	12/18/2014	3-40 years
46.	Pack Central San Francisco	0		80,640		255,105		14,057		0		41			976		80,640		255,146		15,033		8,538		342,281		1984	1/23/2015	3-40 years
47.	The Marker Waterfront Resort	0		48,133		41,143		6,656		0		0			48		48,133		41,143		6,704		1,771		94,209		2014	3/16/2015	3-40 years
	Total	$	553,794	$	694,165	$	3,290,534	$	195,087	$	37,631	$	323,190		$	506,655	$	731,796	$	3,613,724	$	701,742	$	1,229,586	$	3,817,676

⁽¹⁾    Costs of disposals, impairments and reclassifications to property under development are reflected as reductions to cost capitalized subsequent to acquisition. Reclassifications from property under development are reflected as increases to cost capitalized subsequent to acquisition.

Reconciliation of Real Estate and Accumulated Depreciation:

Reconciliation of Real Estate:
Balance at December 31, 2012	$	3,885,289
Acquisition of hotel properties	349,802
Improvements and additions to hotel properties	108,034
Reclassification from property under development	16,317
Disposal of assets	(8,369		)
Balance at December 31, 2013	$	4,351,073
Acquisition of hotel properties	194,198
Improvements and additions to hotel properties	66,706
Reclassification from property under development	14,163
Disposal of hotels	(130,846		)
Disposal of assets	(1,220		)
Balance at December 31, 2014	$	4,494,074
Acquisition of hotel properties	445,734
Improvements and additions to hotel properties	93,599
Reclassification from property under development	30,343
Disposal of assets	(16,488		)
Balance at December 31, 2015	$	5,047,262
Reconciliation of Accumulated Depreciation:
Balance at December 31, 2012	$	832,245
Depreciation	143,560
Disposal of assets	(7,920		)
Balance at December 31, 2013	$	967,885
Depreciation	154,585
Disposal of hotels	(56,130		)
Disposal of assets	(822		)
Balance at December 31, 2014	$	1,065,518
Depreciation	180,346
Disposal of assets	(16,278		)
Balance at December 31, 2015	$	1,229,586

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Summary of Significant Accounting Policies (Policy)

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The consolidated financial statements include the accounts of the Company, the Operating Partnership, LHL and their subsidiaries in which they have a controlling interest, including joint ventures. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, the amounts of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Risks and Uncertainties

Risks and Uncertainties

The state of the overall economy can significantly impact hotel operational performance and thus, impact the Company’s financial position. Should any of the hotels experience a significant decline in operational performance, it may affect the Company’s ability to make distributions to its shareholders, service debt or meet other financial obligations.

Investment in Hotel Properties

Investment in Hotel Properties

Upon acquisition, the Company determines the fair value of the acquired long-lived assets, assumed debt and intangible assets and liabilities. The Company’s investments in hotel properties are carried at cost and depreciated using the straight-line method over an estimated useful life of 30 to 40 years for buildings, 15 years for building improvements, the shorter of the useful life of the improvement or the term of the related tenant lease for tenant improvements, 7 years for land improvements, 20 years for golf course land improvements, 20 years for swimming pool assets and 3 to 5 years for furniture, fixtures and equipment. For investments subject to land and building leases that qualify as capital leases, assets are recorded at the estimated fair value of the right to use the leased property at acquisition and depreciated over the shorter of the useful lives of the assets or the term of the respective lease. Renovations and/or replacements that improve or extend the life of the asset are capitalized and depreciated over their estimated useful lives.

The Company is required to make subjective assessments as to the useful lives and classification of its properties for purposes of determining the amount of depreciation expense to reflect each year with respect to those properties. These assessments have a direct impact on the Company’s net income. Should the Company change the expected useful life or classification of particular assets, it would result in a change in depreciation expense and annual net income.

The Company reviews each hotel for impairment at the end of each reporting period or as events and circumstances dictate throughout the year. A property is considered impaired when the sum of estimated future undiscounted cash flows over the estimated remaining holding period is less than the carrying amount of a property.

At the end of each reporting period, the Company assesses whether any quantitative or qualitative triggering events have occurred in relation to a property. Examples of situations considered to be triggering events include:

• a substantial decline in operating cash flows during the period, including declines related to decreased occupancy, average daily rate or revenue per available room;

• a current or projected loss from operations;

• a significant cost accumulation above the original acquisition/development estimate;

• a change in plan to sell the property prior to the end of its useful life or holding period;

• a significant decrease in market price not in line with general market trends; and

• any other quantitative or qualitative events deemed significant by the Company’s management or the Company’s Board of Trustees.

If the presence of one or more triggering events as described above is identified at the end of a reporting period or throughout the year with respect to a hotel, the Company performs a recoverability test. In doing so, an estimate of undiscounted future cash flows over the estimated remaining holding period is compared to the carrying amount of the hotel.

Impairment is indicated if the results of a recoverability analysis indicate that the carrying amount of a hotel exceeds the estimated future undiscounted cash flows. An impairment charge is recorded equal to the excess of the carrying value of the hotel over the fair value. When determining the fair value of a property, the Company makes certain assumptions including, but not limited to, consideration of:

• projected operating cash flows – considering factors such as booking pace, growth rates, occupancy, room rates, property-specific operating costs and future capital expenditures;

• projected cash flows from the eventual disposition of the hotel based upon our estimation of a property-specific capitalization rate;

• property-specific discount rates; and

• comparable selling prices.

The Company considers a hotel as held for sale when a contract for sale is entered into, a substantial nonrefundable deposit has been received from the purchaser and sale is expected to occur within one year.

Upon sale of a hotel, the Company determines its profit from the sale under the full accrual method provided the following applicable criteria are met: a sale is consummated; the buyer’s initial and continuing investments are adequate to demonstrate a commitment to pay for the property; the Company’s receivable, if applicable, is not subject to future subordination; the Company has transferred to the buyer the usual risks and rewards of ownership; and the Company does not have a substantial continuing involvement with the property. If all of these conditions are met, the Company will recognize the full profit on the sale.

Intangible Assets

Intangible Assets

The Company does not amortize intangible assets with indefinite useful lives. Non-amortizable intangible assets are reviewed annually for impairment and more frequently if events or circumstances indicate that the assets may be impaired. If a non-amortizable intangible asset is subsequently determined to have a finite useful life, the intangible asset will be written down to the lower of its fair value or carrying amount and then amortized prospectively, based on the remaining useful life of the intangible asset. As of December 31, 2015 and 2014, the Company did not have amortizable intangible assets or any value attributed to such non-amortizable intangible assets in the accompanying consolidated balance sheets.

Derivatives and Hedging Activities

Derivatives and Hedging Activities

In the normal course of business, the Company is exposed to the effects of interest rate changes. The Company limits the risks associated with interest rate changes by following established risk management policies and procedures which may include the use of derivative instruments. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract and are recorded on the balance sheet at fair value, with offsetting changes recorded to other comprehensive income (loss). Ineffective portions of changes in the fair value of a cash flow hedge are recognized as interest expense. The Company incorporates credit valuation adjustments to reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedging instruments under the accounting requirements for derivatives and hedging.

Cash and Cash Equivalents

Cash and Cash Equivalents

All highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents.

Restricted Cash Reserves

Restricted Cash Reserves

The Company classifies certain cash balances as restricted cash reserves, including (i) reserve funds relating to the hotels with leases or operating agreements requiring the Company to maintain restricted cash to fund future capital expenditures, (ii) cash deposited in mortgage escrow accounts pursuant to mortgage obligations to pre-fund a portion of certain operating expenses and debt payments and (iii) cash held by insurance and management companies on the Company’s behalf to be refunded or applied to future liabilities.

Deferred Financing Costs

Deferred Financing Costs

Financing costs related to long-term debt are recorded at cost and are amortized as interest expense over the life of the related debt instrument, unless there is a significant modification to the debt instrument. Accumulated amortization at December 31, 2015 and 2014 was $5,109 and $3,436, respectively.

Revenue Recognition

Revenue Recognition

The Company recognizes hotel operating revenues on an accrual basis consistent with hotel operations. For retail operations, revenue is recognized on a straight line basis over the lives of the retail leases. Revenue from retail operations is included in other income in the accompanying consolidated statements of operations and comprehensive income.

Participating Leases

Participating Leases

The participating leases have non-cancelable terms of three years (from commencement), subject to earlier termination upon the occurrence of certain contingencies, as defined. Each participating lease requires LHL to pay the Operating Partnership or subsidiary the greater of (i) base rent in a fixed amount or (ii) participating rent based on certain percentages of room revenue, food and beverage revenue, telephone revenue and other revenue at the applicable hotel. Participating rent applicable to room and other hotel revenues varies by lease and is calculated by multiplying fixed percentages by the total amounts of such revenues over specified quarterly threshold amounts. Both the base rent and the participating rent thresholds used in computing percentage rents applicable to room and other hotel revenues, including food and beverage revenues, are subject to annual adjustments based on increases in the United States Consumer Price Index published by the Bureau of Labor Statistics of the United States of America Department of Labor, U.S. City Average, Urban Wage Earners and Clerical Workers. Lease revenue from LHL is eliminated in consolidation.

Share-Based Compensation

Share-Based Compensation

From time to time, the Company awards shares under the 2014 Equity Incentive Plan (“2014 Plan”), which has approximately eight years remaining, as compensation to executives, employees and members of the Board of Trustees (see Note 7). The shares issued to executives and employees generally vest over three years. The shares issued to members of the Board of Trustees vest immediately upon issuance. The Company recognizes compensation expense for nonvested shares with service conditions or service and market conditions on a straight-line basis over the vesting period based upon the fair value of the shares on the date of issuance, adjusted for forfeitures. Compensation expense for nonvested shares with service and performance conditions is recognized based on the fair value of the estimated number of shares expected to vest, as revised throughout the vesting period, adjusted for forfeitures. The 2014 Plan replaced the 2009 Equity Incentive Plan (“2009 Plan”) in May 2014.

Noncontrolling Interests

Noncontrolling Interests

The Company’s consolidated financial statements include entities in which the Company has a controlling financial interest. Noncontrolling interest is the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. Such noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. On the consolidated statements of operations and comprehensive income (loss), revenues, expenses and net income or loss from less-than-wholly-owned subsidiaries are reported at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests. Income or loss is allocated to noncontrolling interests based on their weighted average ownership percentage for the applicable period. Consolidated statements of equity include beginning balances, activity for the period and ending balances for shareholders’ equity, noncontrolling interests and total equity.

However, the Company’s noncontrolling interests that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, must be classified outside of permanent equity. The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions. Additionally, with respect to noncontrolling interests for which the Company has a choice to settle the contract by delivery of its own shares, the Company evaluates whether the Company controls the actions or events necessary to issue the maximum number of shares that could be required to be delivered under share settlement of the contract.

As of December 31, 2015, the consolidated results of the Company include the following ownership interests held by owners other than the Company: (i) the common units in the Operating Partnership held by third parties, (ii) the outside preferred ownership interests in a subsidiary and (iii) the outside ownership interest in a joint venture.

Income Taxes

Income Taxes

The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Code commencing with its taxable year ended December 31, 1998. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted taxable income to its shareholders. It is the Company’s current intention to adhere to these requirements and maintain the Company’s qualification for taxation as a REIT. As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its net income that is currently distributed to shareholders. If the Company fails to qualify for taxation as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through a TRS is subject to federal, state and local income taxes. As a wholly owned TRS of the Company, LHL is required to pay income taxes at the applicable federal, state and local rates.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. The Company’s deferred tax assets balance consists primarily of net operating loss carryforwards (see Note 9).

Earnings per Common Share

Earnings per Common Share

Basic earnings per common share is based on the weighted average number of common shares of beneficial interest outstanding during the year excluding the weighted average number of unvested restricted shares (“participating securities” as defined in Note 11). The basic earnings per share calculation excludes the effect of such participating securities. Diluted earnings per common share is based on the basic weighted average number of common shares of beneficial interest outstanding plus the effect of in-the-money stock options and compensation-related shares. Any anti-dilutive shares are excluded from the diluted earnings per share calculation.

Comprehensive Income

Comprehensive Income

The purpose of reporting comprehensive income is to report a measure of all changes in equity of an entity that result from recognized transactions and other economic events of the period other than transactions with owners in their capacity as owners. Comprehensive income consists of all components of income, including other comprehensive income, which is excluded from net income. For the years ended December 31, 2015, 2014 and 2013, comprehensive income was $134,982, $209,631 and $102,630, respectively. As of December 31, 2015, the Company’s accumulated other comprehensive loss was $97 and, as of December 31, 2014, the Company’s accumulated other comprehensive income was $748.

Notes Receivable

Notes Receivable

Notes receivable are carried at cost, net of any premiums or discounts which are recognized as an adjustment of yield over the remaining life of the note using the effective interest method. Any costs related to notes receivable are expensed as incurred. Interest income is recorded on the accrual basis consistent with the terms of the notes receivable. A note is deemed to be impaired when, based on current information and events, including a review of factors that would impact the fair value of the underlying collateral, it is probable that the Company will be unable to collect all principal and interest contractually due. The Company considers current and projected cash flow, historical payment patterns, general and industry specific economic factors and operating results in determining the probability of default. Interest previously accrued but not collected becomes part of the Company’s recorded investment in the note receivable for purposes of assessing impairment. The Company applies interest payments received on non-accrual notes receivable first to accrued interest and then as interest income. Notes receivable return to accrual status when contractually current and the collection of future payments is reasonably assured.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2018. Early adoption is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU No. 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which changes the way reporting enterprises evaluate the consolidation of limited partnerships, variable interests and similar entities. This standard will be effective for the first annual reporting period beginning after December 15, 2015 with early adoption permitted. The Company is evaluating the effect that ASU No. 2015-02 will have on its consolidated financial statements and related disclosures, but believes it will not have a material impact on its financial reporting.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented on the balance sheet as a direct deduction from the carrying amount of the debt liability. This standard will be effective for the first annual reporting period beginning after December 15, 2015 with early adoption permitted. The adoption of this standard will only affect the presentation of the Company’s consolidated balance sheet.

In April 2015, the FASB issued ASU No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in Cloud Computing Arrangement, which provides guidance on customer evaluation of whether it is obtaining a software license or, instead, a service in a cloud computing arrangement with the same evaluation undertaken by the provider. This standard will be effective for the first annual reporting period beginning after December 15, 2015 with early adoption permitted. The Company is evaluating the effect that ASU No. 2015-05 will have on its consolidated financial statements andrelated disclosures, but believes it will not have a material impact on its financial reporting.

Reclassification

Reclassification

Certain amounts in the 2013 and 2014 financial statements have been reclassified to conform with the 2015 presentation.

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Investment in Properties (Tables)

12 Months Ended

Dec. 31, 2015

Investments [Abstract]

Investment in Hotel Properties

Investment in hotel properties as of December 31, 2015 and 2014 consists of the following:

	December 31, 2015			December 31, 2014
Land	$	731,796		$	601,962
Buildings and improvements	3,613,724			3,295,233
Furniture, fixtures and equipment	701,742			596,879
Investment in hotel properties, gross	5,047,262			4,494,074
Accumulated depreciation	(1,229,586		)	(1,065,518		)
Investment in hotel properties, net	$	3,817,676		$	3,428,556

Summary of Acquisitions

The following is a summary of the acquisitions:

							Acquisition Transaction Costs
Hotel Name	Acquisition Date	Number of Rooms	Location	Purchase Price		Manager	For the year ended December 31, 2013
Harbor Court Hotel	August 1, 2013	131	San Francisco, CA	$	36,875	Kimpton Hotel & Restaurant Group, LLC (1)	$	578
Hotel Triton	August 1, 2013	140	San Francisco, CA	10,900		Kimpton Hotel & Restaurant Group, LLC (1)	115
Serrano Hotel	August 21, 2013	236	San Francisco, CA	71,500		Kimpton Hotel & Restaurant Group, LLC (2)	1,010
Southernmost Hotel Collection (2)	August 27, 2013	260	Key West, FL	184,500		Highgate Hotels	943
Total				$	303,775		$	2,646

⁽¹⁾ Effective July 2015, management transitioned to Outrigger Lodging Services.

⁽²⁾ Effective January 29, 2014, management transitioned to Access Hotels & Resorts.

⁽³⁾ Renamed Southernmost Beach Resort Key West.

The following is a summary of the acquisitions:

							Acquisition Transaction Costs
Hotel Name	Acquisition Date	Number of Rooms	Location	Purchase Price		Manager	For the year ended December 31, 2014
Hotel Vitale	April 2, 2014	200	San Francisco, CA	$	130,000	Commune Hotels and Resorts	$	1,864
The Heathman Hotel	December 18, 2014	150	Portland, OR	64,325		JRK Hotel Group, Inc.	328
Total for 2014 Acquisitions				$	194,325		$	2,192
Land purchase (adjacent to Onyx Hotel)							64
Park Central San Francisco (1)							123
Total							$	2,379

⁽¹⁾ On January 23, 2015, the Company acquired Park Central San Francisco.

The following is a summary of the acquisitions:

							Acquisition Transaction Costs
Hotel Name	Acquisition Date	Number of Rooms	Location	Purchase Price		Manager	For the year ended December 31, 2015
Park Central San Francisco	January 23, 2015	681	San Francisco, CA	$	350,000	Highgate Hotels	$	230
The Marker Waterfront Resort	March 16, 2015	96	Key West, FL	96,250		Highgate Hotels	214
Total for 2015 Acquisitions				$	446,250		444
Mezzanine Loan (1)							55
Total							$	499

⁽¹⁾ See “Note Receivable” below.

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Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2015

Long-term Debt, Other Disclosures [Abstract]

Components of Long-Term Debt

Debt as of December 31, 2015 and December 31, 2014 consisted of the following:

			Balance Outstanding as of
Debt	Interest Rate	Maturity Date	December 31, 2015		December 31, 2014
Credit facilities
Senior unsecured credit facility	Floating (a)	January 2018 (a)	$	21,000	$	0
LHL unsecured credit facility	Floating (b)	January 2018 (b)	0		0
Total borrowings under credit facilities			21,000		0
Term loans
First Term Loan	Floating (c)	- (c)	0		177,500
Second Term Loan	Floating (c)	January 2019	300,000		300,000
Third Term Loan	Floating (c)	January 2021	555,000		0
Total term loans			855,000		477,500
Massport Bonds
Hyatt Regency Boston Harbor (taxable)	Floating (d)	March 2018	5,400		5,400
Hyatt Regency Boston Harbor (tax exempt)	Floating (d)	March 2018	37,100		37,100
Total bonds payable			42,500		42,500
Mortgage loans
Westin Copley Place	5.28%	- (e)	0		210,000
Westin Michigan Avenue	5.75%	April 2016 (f)	131,262		133,347
Indianapolis Marriott Downtown	5.99%	July 2016 (f)	96,097		97,528
The Roger	6.31%	August 2016 (g)	58,935		60,215
Westin Copley Place	Floating (h)	August 2018 (h)	225,000		0
Total mortgage loans			511,294		501,090
Total debt			$	1,429,794	$	1,021,090

^(a)  Borrowings bear interest at floating rates equal to, at the Company’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. As of December 31, 2015, the rate, including the applicable margin, for the Company’s outstanding LIBOR borrowing of $21,000 was 2.13%. There were no borrowings outstanding at December 31, 2014. The Company has the option, pursuant to certain terms and conditions, to extend the maturity date for twosix-month extensions.

^(b)  Borrowings bear interest at floating rates equal to, at LHL’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. There were no borrowings outstanding at December 31, 2015 and December 31, 2014. LHL has the option, pursuant to certain terms and conditions, to extend the maturity date for twosix-month extensions.

^(c)  Term loans bear interest at floating rates equal to LIBOR plus an applicable margin. The Company entered into separate interest rate swap agreements for the full seven-year term of the First Term Loan (as defined below) and a five-year term ending in August 2017 for the Second Term Loan (as defined below), resulting in fixed all-in interest rates. On November 5, 2015, the Company repaid the First Term Loan and entered into the Third Term Loan (as defined below). The Company entered into separate interest rate swap agreements with an aggregate notional amount of $377,500 for the full term of the Third Term Loan. The interest rate swaps for the First Term Loan continue to be in place and were redesignated as hedging instruments through May 2019 for the Third Term Loan. At December 31, 2015, the fixed all-in interest rates for the Second Term Loan and Third Term Loan were 2.38% and 2.95%, respectively, at the Company’s current leverage ratio (as defined in the swap agreements). At December 31, 2014, the fixed all-in interest rates for the First Term Loan and Second Term Loan were 3.62% and 2.38%, respectively, at the Company’s current leverage ratio (as defined in the swap agreements).

^(d)  The Massport Bonds are secured by letters of credit issued by U.S. Bank National Association (“U.S. Bank”) that expire in September 2016. The letters of credit have twoone-year extension options and are secured by the Hyatt Regency Boston Harbor. The letters of credit cannot be extended beyond the Massport Bonds’ maturity date. The bonds bear interest based on weekly floating rates. The interest rates as of December 31, 2015 were 0.39% and 0.02% for the $5,400 and $37,100 bonds, respectively. The interest rates as of December 31, 2014 were 0.13% and 0.03% for the $5,400 and $37,100 bonds, respectively. The Company incurs an annual letter of credit fee of 1.35%.

^(e)  The Company repaid the mortgage loan on June 1, 2015 through borrowings on its senior unsecured credit facility.

^(f)  The Company repaid the mortgage loans on January 4, 2016 through borrowings on its senior unsecured credit facility (see Note 13).

^(g)  The Company repaid the mortgage loan on February 11, 2016 through borrowings on its senior unsecured credit facility (see Note 13).

^(h)  The mortgage loan matures on August 14, 2018 with three options to extend the maturity date to January 5, 2021, pursuant to certain terms and conditions. The interest-only mortgage loan bears interest at a variable rate ranging from LIBOR plus 1.75% to LIBOR plus 2.00%, depending on Westin Copley Place’s net cash flow (as defined in the loan agreement). The interest rate as of December 31, 2015 was LIBOR plus 1.75%, which equaled 2.09%. The mortgage loan allows for prepayments without penalty after one year, subject to certain terms and conditions.

Future Scheduled Debt Principal Payments

Future scheduled debt principal payments as of December 31, 2015 are as follows:

2016	$	286,294
2017	0
2018	288,500
2019	300,000
2020	0
Thereafter	555,000
Total debt	$	1,429,794

Summary Interest Expense and Weighted Average Interest Rates For Borrowings

A summary of the Company’s interest expense and weighted average interest rates for unswapped variable rate debt for the years ended December 31, 2015, 2014 and 2013 is as follows:

	For the year ended December 31,
	2015			2014			2013
Interest Expense:
Interest incurred	$	52,604		$	54,859		$	55,912
Amortization of deferred financing costs	2,631			2,169			2,253
Capitalized interest	(902		)	(400		)	(649		)
Interest expense	$	54,333		$	56,628		$	57,516
Weighted Average Interest Rates for Unswapped Variable Rate Debt:
Senior unsecured credit facility	1.89		%	1.86		%	2.11		%
LHL unsecured credit facility	1.89		%	1.86		%	2.03		%
Massport Bonds	0.06		%	0.35		%	0.25		%
Mortgage loan (Westin Copley Place)	2.19		%	N/A			N/A

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance

The following table presents the effect of derivative instruments on the Company’s accompanying consolidated statements of operations and comprehensive income, including the location and amount of unrealized (loss) gain on outstanding derivative instruments in cash flow hedging relationships, for the years ended December 31, 2015, 2014 and 2013:

	Amount of (Loss) Gain Recognized in OCI on Derivative Instruments								Location of Loss Reclassified from AOCL into Net Income	Amount of Loss Reclassified from AOCL into Net Income
	(Effective Portion)								(Effective Portion)	(Effective Portion)
	For the year ended									For the year ended
	December 31,									December 31,
	2015			2014			2013			2015		2014		2013
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	(5,682	)	$	(8,276	)	$	8,127	Interest expense	$	4,835	$	4,410	$	4,248

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Operating Leases of Lessee

A summary of the Company’s hotels subject to non-cancelable operating leases as of December 31, 2015 is as follows:

Lease Properties	Lease Type	Lease Expiration Date
Southernmost Beach Resort Key West (Restaurant facility)	Ground lease	April 2019 (1)
Hyatt Regency Boston Harbor	Ground lease	March 2026 (2)
The Hilton San Diego Resort and Spa	Ground lease	December 2045
San Diego Paradise Point Resort and Spa	Ground lease	May 2050
Hotel Vitale	Ground lease	March 2056 (3)
Viceroy Santa Monica	Ground lease	September 2056
Westin Copley Place (4)	Air rights lease	December 2077
The Liberty Hotel	Ground lease	May 2080
Indianapolis Marriott Downtown (5)	Ground lease	June 2099 (5)
Hotel Solamar	Ground lease	December 2102

⁽¹⁾ The Company can begin negotiating a renewal one year in advance of the lease expiration date.

⁽²⁾ The Company has options, subject to certain terms and conditions, to extend the ground lease for 51 years to 2077.

⁽³⁾ The Company has the option, subject to certain terms and conditions, to extend the ground lease for 14 years to 2070.

⁽⁴⁾ No payments are required through maturity.

⁽⁵⁾ Requires future ground rent payments of one dollar per year. The Company has options, subject to certain terms and conditions, to extend the ground lease for 50 years to 2149.

Capital Leases of Lessee

A summary of the Company’s hotels subject to capital leases of land and building as of December 31, 2015 is as follows:

Lease Properties	Estimated Present Value of Remaining Rent Payments (1)	Lease Expiration Date
The Roger	$4,892	December 2044
Harbor Court Hotel	$18,424	April 2048
Hotel Triton (2)	$25,625	December 2049

⁽¹⁾ At acquisition, the estimated present value of the remaining rent payments were recorded as capital lease obligations. These obligations, net of amortization, are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets.

⁽²⁾ In 2015, the hotel lease was amended, extending the lease expiration date from January 2048 to December 2049. At acquisition, the estimated present value of the remaining payments recorded as a capital lease obligation was $27,752. Due to the lease amendment, the recalculated estimated present value of the remaining rent payments is $25,625, which net of amortization, is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets.

Future Minimum Rent Payments

Future minimum rent payments, including capital lease payments, (without reflecting future applicable Consumer Price Index increases) are as follows:

2016	$	12,804
2017	13,039
2018	13,183
2019	13,159
2020	13,557
Thereafter	600,780
	$	666,522

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Equity (Tables)

12 Months Ended

Dec. 31, 2015

Stockholders' Equity Note [Abstract]

Schedule of Dividends Paid

The Company paid the following dividends on preferred shares during the year ended December 31, 2015:

Security Type	Dividend per Share (1)		For the Quarter Ended	Record Date	Payable Date
7 ½% Series H	$	0.47	December 31, 2014	January 1, 2015	January 15, 2015
6 ⅜% Series I	$	0.40	December 31, 2014	January 1, 2015	January 15, 2015
7 ½% Series H	$	0.47	March 31, 2015	April 1, 2015	April 15, 2015
6 ⅜%Series I	$	0.40	March 31, 2015	April 1, 2015	April 15, 2015
7 ½% Series H	$	0.47	June 30, 2015	July 1, 2015	July 15, 2015
6 ⅜% Series I	$	0.40	June 30, 2015	July 1, 2015	July 15, 2015
7 ½% Series H	$	0.47	September 30, 2015	October 1, 2015	October 15, 2015
6 ⅜% Series I	$	0.40	September 30, 2015	October 1, 2015	October 15, 2015

⁽¹⁾  Amounts are rounded to the nearest whole cent for presentation purposes.

The Company paid the following dividends on common shares/units during the year ended December 31, 2015:

Dividend per Share/Unit (1)		For the Quarter Ended	Record Date	Payable Date
$	0.38	December 31, 2014	December 31, 2014	January 15, 2015
$	0.38	March 31, 2015	March 31, 2015	April 15, 2015
$	0.45	June 30, 2015	June 30, 2015	July 15, 2015
$	0.45	September 30, 2015	September 30, 2015	October 15, 2015

⁽¹⁾ Amounts are rounded to the nearest whole cent for presentation purposes.

The Company paid the following common and preferred share dividends subsequent to December 31, 2015:

	Dividend per		For the Quarter	Record	Payable
Security Type	Share/Unit (1)		Ended	Date	Date
Common Shares/Units	$	0.45	December 31, 2015	December 31, 2015	January 15, 2016
7 ½% Series H Preferred Shares	$	0.47	December 31, 2015	January 1, 2016	January 15, 2016
6 ⅜% Series I Preferred Shares	$	0.40	December 31, 2015	January 1, 2016	January 15, 2016

⁽¹⁾  Amounts are rounded to the nearest whole cent for presentation purposes.

Preferred Shares Outstanding

The following Preferred Shares were outstanding as of December 31, 2015:

Security Type	Number of Shares
7 ½% Series H Preferred Shares	2,750,000
6 ⅜%Series I Preferred Shares	4,400,000

Schedule of Effects of Changes in the Company's Ownership Interest in the Operating Partnership on the Company's Equity

The following schedule presents the effects of changes in the Company’s ownership interest in the Operating Partnership on the Company’s equity:

	For the year ended December 31,
	2015		2014			2013
Net income attributable to common shareholders	$	123,383	$	197,561		$	70,984
Increase (decrease) in additional paid-in capital from adjustments to noncontrolling interests of common units in Operating Partnership	14		(397		)	(213		)
Change from net income attributable to common shareholders and adjustments to noncontrolling interests	$	123,397	$	197,164		$	70,771

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Equity Incentive Plan (Tables)

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Nonvested Share Activity

A summary of the Company’s nonvested shares with service conditions as of December 31, 2015 is as follows:

	Number of Shares		Weighted - Average Grant Date Fair Value
Nonvested at January 1, 2015	256,379		$	31.00
Granted	63,675		38.82
Vested	(78,483	)	28.60
Forfeited	(12,736	)	27.31
Nonvested at December 31, 2015 (1)	228,835		$	33.29

⁽¹⁾  Amount excludes 84,401 share awards with market conditions which were earned but nonvested due to a service condition as of December 31, 2015.

Disclosure of Valuation Assumptions

The assumptions used were as follows for each performance measure:

	Volatility		Interest Rates		Dividend Yield	Stock Beta	Fair Value of Components of Award		Weighting of Total Awards
March 19, 2015 Awards (performance period starting January 1, 2015)
Target amounts	24.40	%	0.99	%	N/A	N/A	$	29.25	33.40	%
Return on invested capital	N/A		N/A		N/A	N/A	$	38.84	33.30	%
Peer companies	24.40	%	0.99	%	N/A	1.011	$	40.69	33.30	%
March 19, 2015 Awards (performance period starting July 1, 2015)
Target amounts	24.40	%	0.99	%	N/A	N/A	$	31.86	33.40	%
Return on invested capital	N/A		N/A		N/A	N/A	$	38.84	33.30	%
Peer companies	24.40	%	0.99	%	N/A	1.011	$	41.00	33.30	%
May 31, 2008 Awards (performance period starting July 1, 2014)
Target amounts	33.30	%	0.90	%	N/A	N/A	$	32.57	20.00	%
NAREIT index	33.30	%	0.90	%	N/A	1.356	$	39.26	40.00	%
Peer companies	33.30	%	0.90	%	N/A	0.908	$	38.15	40.00	%
March 20, 2014 Awards (performance period starting January 1, 2014)
Target amounts	33.70	%	0.90	%	N/A	N/A	$	31.94	33.40	%
Return on invested capital	N/A		N/A		N/A	N/A	$	31.82	33.30	%
Peer companies	33.70	%	0.90	%	N/A	0.938	$	31.02	33.30	%
March 20, 2014 Awards (performance period starting July 1, 2014)
Target amounts	33.70	%	0.90	%	N/A	N/A	$	31.23	33.40	%
Return on invested capital	N/A		N/A		N/A	N/A	$	31.82	33.30	%
Peer companies	33.70	%	0.90	%	N/A	0.938	$	34.53	33.30	%
January 30, 2013 Awards (performance period starting January 1, 2013)
Target amounts	38.70	%	0.42	%	N/A	N/A	$	29.38	33.40	%
Return on invested capital	N/A		N/A		N/A	N/A	$	27.20	33.30	%
Peer companies	38.70	%	0.42	%	N/A	0.864	$	30.51	33.30	%
January 30, 2013 Awards (performance period starting July 1, 2013)
Target amounts	38.70	%	0.42	%	N/A	N/A	$	27.70	33.40	%
Return on invested capital	N/A		N/A		N/A	N/A	$	27.20	33.30	%
Peer companies	38.70	%	0.42	%	N/A	0.864	$	31.34	33.30	%
January 26, 2012 Awards
Target amounts	65.30	%	0.31	%	N/A	N/A	$	36.22	33.40	%
NAREIT index	65.30	%	0.31	%	N/A	1.370	$	35.25	33.30	%
Peer companies	65.30	%	0.31	%	N/A	0.911	$	35.33	33.30	%

Schedule of Nonvested Performance-based Units Activity

A summary of the Company’s restricted share awards with either market or performance conditions as of December 31, 2015 is as follows:

	Number of Shares		Weighted- Average Grant Date Fair Value
Nonvested at January 1, 2015	311,625		$	33.62
Granted (1)	90,616		36.38
Vested	(53,654	)	35.99
Forfeited	0		0.00
Nonvested at December 31, 2015	348,587		$	33.98

⁽¹⁾  Amount includes an additional 28,956 shares issued on January 1, 2015 from the January 26, 2012 Grant, which were earned in excess of the target amount.

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LHL (Tables)

12 Months Ended

Dec. 31, 2015

Real Estate Investment Trust, Operating Support [Abstract]

Summary of Other Indirect Hotel Operating Expenses

Other indirect hotel operating expenses consist of the following expenses incurred by the hotels:

	For the year ended December 31,
	2015		2014		2013
General and administrative	$	101,397	$	87,210	$	76,699
Sales and marketing	73,654		61,249		55,752
Repairs and maintenance	39,521		37,169		33,741
Management and incentive fees	39,686		36,463		32,850
Utilities and insurance	34,427		32,296		29,077
Franchise fees	9,836		8,346		7,601
Other expenses	2,483		1,775		1,666
Total other indirect expenses	$	301,004	$	264,508	$	237,386

Schedule of Hotels Owned

As of December 31, 2015, LHL leased all 47 hotels owned by the Company as follows:

	Hotel Properties	Location
1.	Hotel Amarano Burbank	Burbank, CA
2.	L’Auberge Del Mar	Del Mar, CA
3.	Hilton San Diego Gaslamp Quarter	San Diego, CA
4.	Hotel Solamar	San Diego, CA
5.	San Diego Paradise Point Resort and Spa	San Diego, CA
6.	The Hilton San Diego Resort and Spa	San Diego, CA
7.	Harbor Court Hotel	San Francisco, CA
8.	The Marker San Francisco	San Francisco, CA
9.	Hotel Triton	San Francisco, CA
10.	Hotel Vitale	San Francisco, CA
11.	Park Central San Francisco	San Francisco, CA
12.	Serrano Hotel	San Francisco, CA
13.	Villa Florence	San Francisco, CA
14.	Chaminade Resort and Conference Center	Santa Cruz, CA
15.	Viceroy Santa Monica	Santa Monica, CA
16.	Chamberlain West Hollywood	West Hollywood, CA
17.	Le Montrose Suite Hotel	West Hollywood, CA
18.	Le Parc Suite Hotel	West Hollywood, CA
19.	The Grafton on Sunset	West Hollywood, CA
20.	Donovan House	Washington, D.C.
21.	Hotel George	Washington, D.C.
22.	Hotel Madera	Washington, D.C.
23.	Hotel Palomar, Washington, DC	Washington, D.C.
24.	Hotel Rouge	Washington, D.C.
25.	Mason & Rook Hotel	Washington, D.C.
26.	Sofitel Washington, DC Lafayette Square	Washington, D.C.
27.	The Liaison Capitol Hill	Washington, D.C.
28.	Topaz Hotel	Washington, D.C.
29.	Southernmost Beach Resort Key West	Key West, FL
30.	The Marker Waterfront Resort	Key West, FL
31.	Hotel Chicago	Chicago, IL
32.	Westin Michigan Avenue	Chicago, IL
33.	Indianapolis Marriott Downtown	Indianapolis, IN
34.	Hyatt Regency Boston Harbor	Boston, MA
35.	Onyx Hotel	Boston, MA
36.	The Liberty Hotel	Boston, MA
37.	Westin Copley Place	Boston, MA
38.	Gild Hall	New York, NY
39.	Hotel Roger Williams	New York, NY
40.	Park Central Hotel New York (shared lease with WestHouse Hotel New York)	New York, NY
41.	WestHouse Hotel New York	New York, NY
42.	The Heathman Hotel	Portland, OR
43.	Embassy Suites Philadelphia - Center City	Philadelphia, PA
44.	Westin Philadelphia	Philadelphia, PA
45.	Lansdowne Resort	Lansdowne,VA
46.	Alexis Hotel	Seattle, WA
47.	Hotel Deca	Seattle, WA

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Schedule of Distributions Paid Per Common Share of Beneficial Interest and Preferred Share on a Tax Basis

The following characterizes distributions paid per common share of beneficial interest and preferred share on a tax basis for the years ended December 31, 2015, 2014 and 2013:

	2015				2014				2013
	$		%		$		%		$		%
Common shares of beneficial interest
Ordinary income	$	1.6570	100.00	%	$	1.4556	100.00	%	$	1.0305	100.00	%
Preferred shares (Series G)
Ordinary income	$	0.0000	0.00	%	$	0.0000	0.00	%	$	1.8125	100.00	%
Preferred shares (Series G redeemed) (1)
Ordinary income	$	0.0000	0.00	%	$	0.0000	0.00	%	$	0.9314	100.00	%
Preferred shares (Series G redeemed) (2)
Ordinary income	$	0.0000	0.00	%	$	1.3745	100.00	%	$	1.8125	100.00	%
Preferred shares (Series H)
Ordinary income	$	1.8750	100.00	%	$	1.8750	100.00	%	$	1.8750	100.00	%
Preferred shares (Series I)
Ordinary income	$	1.5938	100.00	%	$	1.5938	100.00	%	$	0.9784	100.00	%

⁽¹⁾ On April 5, 2013, the Company redeemed a portion of its Series G Preferred Shares (see Note 6).

⁽²⁾ On July 3, 2014, the Company redeemed its remaining Series G Preferred Shares (see Note 6).

Summary of Income Tax Expense

Income tax (benefit) expense was comprised of the following for the years ended December 31, 2015, 2014 and 2013:

	For the year ended December 31,
	2015			2014		2013
LHL’s income tax (benefit) expense	$	(2,546	)	$	1,260	$	(308	)
Operating Partnership’s income tax expense	1,254			1,046		778
Total income tax (benefit) expense	$	(1,292	)	$	2,306	$	470

Components of Income Tax Expense (Benefit) and Income Loss Before Income Tax Expense (Benefit)

The components of LHL’s income tax (benefit) expense and (loss) income before income tax (benefit) expense for the years ended December 31, 2015, 2014 and 2013 were as follows:

	For the year ended December 31,
	2015			2014			2013
LHL’s income tax (benefit) expense:
Federal
Current	$	(510	)	$	912		$	(50	)
Deferred	(1,251		)	372			51
State & local
Current	83			297			(47		)
Deferred	(868		)	(321		)	(262		)
Total	$	(2,546	)	$	1,260		$	(308	)
LHL’s (loss) income before income tax (benefit) expense	$	(4,876	)	$	3,559		$	615

Schedule of Difference of provision for Income Taxes From Income Tax Determined By Applying The U.S. Statutory Federal Income Tax Rate

LHL’s provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to LHL’s pretax income for the years ended December 31, 2015, 2014 and 2013 as a result of the following differences:

	For the year ended December 31,
	2015			2014			2013
“Expected” federal tax (benefit) expense at statutory rate	$	(1,658	)	$	1,210		$	209
State income tax (benefit) expense, net of federal income tax effect	(443		)	302			50
Other, net	(445		)	(252		)	(567		)
Income tax (benefit) expense	$	(2,546	)	$	1,260		$	(308	)

Components of LHL's Deferred Tax Assets (Liabilities)

LHL’s deferred tax assets (liabilities) as of December 31, 2015 and 2014 were as follows:

	December 31,
	2015			2014
Net operating loss carryforwards	$	4,175		$	1,618
Bad debt reserves	255			214
Golf membership deferred revenue (1)	(343		)	(256		)
Straight-line rent (1)	(643		)	(129		)
Other	122			0
Net deferred tax assets	$	3,566		$	1,447

⁽¹⁾ Amounts included in accounts payable and accrued expenses in the accompanying consolidated balance sheets for 2014. For 2015, amounts netted because of the existence of deferred tax assets in both federal and state jurisdictions.

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Fair Value Measurements Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis

For assets and liabilities measured at fair value on a recurring basis, quantitative disclosure of their fair value is as follows:

		Fair Value Measurements at
		December 31, 2015		December 31, 2014
		Using Significant Other Observable
		Inputs (Level 2)
Description	Consolidated Balance Sheet Location
Derivative interest rate instruments	Prepaid expenses and other assets	$	1,605	$	1,520
Derivative interest rate instruments	Accounts payable and accrued expenses	$	1,702	$	770

Schedule of Fair value and Carrying Value of Financial Instruments

The following table represents the fair value, derived using level 2 inputs, of financial instruments presented at carrying value in the Company’s consolidated financial statements as of December 31, 2015 and 2014:

	December 31, 2015				December 31, 2014
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Note receivable	$	80,000	$	80,000	$	0	$	0
Borrowings under credit facilities	$	21,000	$	21,061	$	0	$	0
Term loans	$	855,000	$	856,038	$	477,500	$	476,996
Bonds payable	$	42,500	$	42,500	$	42,500	$	42,500
Mortgage loans	$	511,294	$	511,786	$	501,090	$	510,250

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Earnings Per Common Share (Tables)

12 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Common Share

The computation of basic and diluted earnings per common share is as follows:

	For the year ended December 31,
	2015			2014			2013
Numerator:
Net income attributable to common shareholders	$	123,383		$	197,561		$	70,984
Dividends paid on unvested restricted shares	(542		)	(411		)	(353		)
Undistributed earnings attributable to unvested restricted shares	0			(138		)	0
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	122,841		$	197,012		$	70,631
Denominator:
Weighted average number of common shares - basic	112,685,235			104,188,785			97,041,484
Effect of dilutive securities:
Compensation-related shares	411,185			357,110			187,187
Weighted average number of common shares - diluted	113,096,420			104,545,895			97,228,671
Earnings per Common Share - Basic:
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	1.09		$	1.89		$	0.73
Earnings per Common Share - Diluted:
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	1.09		$	1.88		$	0.73

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Supplemental Information to Statements of Cash Flows (Tables)

12 Months Ended

Dec. 31, 2015

Supplemental Cash Flow Information [Abstract]

Supplemental Information to Statements of Cash Flows

	For the year ended December 31,
	2015			2014			2013
Interest paid, net of capitalized interest	$	52,155		$	54,558		$	55,754
Interest capitalized	902			400			649
Income taxes paid, net	3,112			815			2,353
Increase in distributions payable on common shares	8,477			13,227			10,044
Decrease in distributions payable on preferred shares	0			(1,064		)	(59		)
Write-off of fully depreciated furniture, fixtures and equipment	16,000			582			7,888
Write-off of fully amortized deferred financing costs	131			273			203
Increase (decrease) in accrued capital expenditures	2,334			(994		)	3,116
Grant of nonvested shares and awards to employees and executives, net	5,188			7,953			5,258
Issuance of common shares for Board of Trustees compensation (1)	1,874			602			277
In conjunction with the sale of properties, the Company disposed of
the following assets and liabilities:
Investment in properties, net of closing costs	$	0		$	167,921		$	0
Other assets	0			1,397			0
Liabilities	0			(1,480		)	0
Sale of properties	$	0		$	167,838		$	0
In conjunction with the acquisition of properties, the Company assumed
the following assets and liabilities:
Investment in properties (after credits at closing)	$	(445,734	)	$	(194,198	)	$	(349,802	)
Other assets	(1,897		)	(1,361		)	(2,509		)
Liabilities	8,474			4,448			50,176
Acquisition of properties	$	(439,157	)	$	(191,111	)	$	(302,135	)

⁽¹⁾ Refer to Note 6 for issuances of previously deferred shares in 2014 and 2015.

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Subsequent Events (Tables)

12 Months Ended

Dec. 31, 2015

Subsequent Events [Abstract]

Schedule of Dividends Paid

The Company paid the following dividends on preferred shares during the year ended December 31, 2015:

Security Type	Dividend per Share (1)		For the Quarter Ended	Record Date	Payable Date
7 ½% Series H	$	0.47	December 31, 2014	January 1, 2015	January 15, 2015
6 ⅜% Series I	$	0.40	December 31, 2014	January 1, 2015	January 15, 2015
7 ½% Series H	$	0.47	March 31, 2015	April 1, 2015	April 15, 2015
6 ⅜%Series I	$	0.40	March 31, 2015	April 1, 2015	April 15, 2015
7 ½% Series H	$	0.47	June 30, 2015	July 1, 2015	July 15, 2015
6 ⅜% Series I	$	0.40	June 30, 2015	July 1, 2015	July 15, 2015
7 ½% Series H	$	0.47	September 30, 2015	October 1, 2015	October 15, 2015
6 ⅜% Series I	$	0.40	September 30, 2015	October 1, 2015	October 15, 2015

⁽¹⁾  Amounts are rounded to the nearest whole cent for presentation purposes.

The Company paid the following dividends on common shares/units during the year ended December 31, 2015:

Dividend per Share/Unit (1)		For the Quarter Ended	Record Date	Payable Date
$	0.38	December 31, 2014	December 31, 2014	January 15, 2015
$	0.38	March 31, 2015	March 31, 2015	April 15, 2015
$	0.45	June 30, 2015	June 30, 2015	July 15, 2015
$	0.45	September 30, 2015	September 30, 2015	October 15, 2015

⁽¹⁾ Amounts are rounded to the nearest whole cent for presentation purposes.

The Company paid the following common and preferred share dividends subsequent to December 31, 2015:

	Dividend per		For the Quarter	Record	Payable
Security Type	Share/Unit (1)		Ended	Date	Date
Common Shares/Units	$	0.45	December 31, 2015	December 31, 2015	January 15, 2016
7 ½% Series H Preferred Shares	$	0.47	December 31, 2015	January 1, 2016	January 15, 2016
6 ⅜% Series I Preferred Shares	$	0.40	December 31, 2015	January 1, 2016	January 15, 2016

⁽¹⁾  Amounts are rounded to the nearest whole cent for presentation purposes.

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Quarterly Operating Results Quarterly Operating Results (Tables)

12 Months Ended

Dec. 31, 2015

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Operating Data

The Company’s unaudited consolidated quarterly operating data for the years ended December 31, 2015 and 2014 (in thousands, except per share data) follows. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of quarterly results have been reflected in the data. It is also management’s opinion, however, that quarterly operating data for hotel enterprises are not indicative of results to be achieved in succeeding quarters or years.

	Year Ended December 31, 2015
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Total revenues	$	250,809		$	341,387		$	331,004		$	296,322
Total expenses	248,071			282,376			283,462			269,784
Net income	2,738			59,011			47,542			26,538
Net income attributable to noncontrolling interests	(15		)	(147		)	(75		)	(40		)
Distributions to preferred shareholders	(3,042		)	(3,042		)	(3,043		)	(3,042		)
Net (loss) income attributable to common shareholders	$	(319	)	$	55,822		$	44,424		$	23,456
Earnings per Common Share—Basic:
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	0.00		$	0.49		$	0.39		$	0.21
Earnings per Common Share—Diluted:
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	0.00		$	0.49		$	0.39		$	0.21
Weighted average number of common shares outstanding:
Basic	112,647,715			112,728,085			112,731,358			112,633,429
Diluted	112,647,715			113,141,908			113,137,284			113,028,661

	Year Ended December 31, 2014
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Total revenues	$	220,653		$	356,663		$	357,661		$	269,818
Total expenses	225,524			265,695			256,149			243,930
Net (loss) income	(4,871		)	90,968			101,512			25,888
Net loss (income) attributable to noncontrolling interests	6			(274		)	(297		)	(87		)
Distributions to preferred shareholders	(4,107		)	(4,142		)	(3,042		)	(3,042		)
Issuance costs of redeemed preferred shares	0			(942		)	(9		)	0
Net (loss) income attributable to common shareholders	$	(8,972	)	$	85,610		$	98,164		$	22,759
Earnings per Common Share—Basic:
Net (loss) income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	(0.09	)	$	0.82		$	0.94		$	0.22
Earnings per Common Share—Diluted:
Net (loss) income attributable to common shareholders excluding amounts attributable to unvested restricted shares	$	(0.09	)	$	0.82		$	0.94		$	0.21
Weighted average number of common shares outstanding:
Basic	103,691,657			103,698,332			103,798,853			105,550,157
Diluted	103,691,657			104,024,472			104,133,553			105,902,098

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Organization (Narrative) (Details)	12 Months Ended
	Dec. 31, 2015 Hotels Guest_Rooms States shares
Number of hotels | Hotels	47
Number of guest rooms | Guest_Rooms	12,000
Number of states in which hotels located | States	10
Ownership percentage by the company	99.90%
Ownership percentage by limited partners	0.10%
Common units of Operating Partnership interest held by limited partners | shares	145,223
Minimum [Member]
Lease Expiration Date	Dec. 31, 2016
Maximum [Member]
Lease Expiration Date	Dec. 31, 2018

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Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Significant Accounting Policies [Line Items]
Accumulated amortization of deferred finance cost	$ 5,109	$ 3,436
Participating lease term (in years)	3 years
Percentage of adjusted taxable income distributed to shareholders to qualify for REIT, minimum	90.00%
Number of Years Unable to Qualify as Real Estate Investment Trust	4 years
Comprehensive income	$ 134,982	209,631	$ 102,630
Accumulated other comprehensive income (loss)	$ (97)	$ 748
Building Improvements [Member]
Significant Accounting Policies [Line Items]
Estimated useful life, minimum (in years)	15 years
Land Improvements [Member]
Significant Accounting Policies [Line Items]
Estimated useful life, minimum (in years)	7 years
Golf Course Land Improvements [Member]
Significant Accounting Policies [Line Items]
Estimated useful life, minimum (in years)	20 years
Swimming Pool Assets [Member]
Significant Accounting Policies [Line Items]
Estimated useful life, minimum (in years)	20 years
Minimum [Member] | Building [Member]
Significant Accounting Policies [Line Items]
Estimated useful life, minimum (in years)	30 years
Minimum [Member] | Furniture and Fixtures [Member]
Significant Accounting Policies [Line Items]
Estimated useful life, minimum (in years)	3 years
Maximum [Member] | Building [Member]
Significant Accounting Policies [Line Items]
Estimated useful life, minimum (in years)	40 years
Maximum [Member] | Furniture and Fixtures [Member]
Significant Accounting Policies [Line Items]
Estimated useful life, minimum (in years)	5 years
2014 Plan [Member]
Significant Accounting Policies [Line Items]
Remaining years	8 years
Vesting period (in years)	3 years

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Investment in Properties (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Investments [Abstract]
Land	$ 731,796	$ 601,962
Buildings and improvements	3,613,724	3,295,233
Furniture, fixtures and equipment	701,742	596,879
Investment in hotel properties, gross	5,047,262	4,494,074
Accumulated depreciation	(1,229,586)	(1,065,518)
Investment in hotel properties, net	$ 3,817,676	$ 3,428,556

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Investment in Properties (Narrative) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($) Hotels	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Investment In Hotel Properties [Line Items]
Buildings and improvements | $	$ 3,613,724	$ 3,295,233
Real Estate Investment Property, Accumulated Depreciation | $	1,229,586	1,065,518
Development in Process | $	54,066	35,613
Capitalized Interest Costs, Including Allowance for Funds Used During Construction | $	$ 902	400	$ 649
Number of hotels	47
California [Member]
Investment In Hotel Properties [Line Items]
Number of hotels	19
District of Columbia [Member]
Investment In Hotel Properties [Line Items]
Number of hotels	9
Florida [Member]
Investment In Hotel Properties [Line Items]
Number of hotels	2
Illinois [Member]
Investment In Hotel Properties [Line Items]
Number of hotels	2
Indiana [Member]
Investment In Hotel Properties [Line Items]
Number of hotels	1
Massachusetts [Member]
Investment In Hotel Properties [Line Items]
Number of hotels	4
New York [Member]
Investment In Hotel Properties [Line Items]
Number of hotels	4
Oregon [Member]
Investment In Hotel Properties [Line Items]
Number of hotels	1
Pennsylvania [Member]
Investment In Hotel Properties [Line Items]
Number of hotels	2
Virginia [Member]
Investment In Hotel Properties [Line Items]
Number of hotels	1
Washington State [Member]
Investment In Hotel Properties [Line Items]
Number of hotels	2
Capital Lease Assets [Member]
Investment In Hotel Properties [Line Items]
Buildings and improvements | $	$ 183,503	186,711
Capital Lease Assets, Accumulated Depreciation [Member]
Investment In Hotel Properties [Line Items]
Real Estate Investment Property, Accumulated Depreciation | $	$ 20,915	$ 15,513

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Investment in Properties Investment in Joint Venture (Narrative) (Details)	Dec. 31, 2015
Noncontrolling Interest, Ownership Percentage by Parent	99.90%
Ownership percentage by limited partners	0.10%
The Liberty Hotel [Member]
Noncontrolling Interest, Ownership Percentage by Parent	99.99%
Ownership percentage by limited partners	0.01%

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Investment in Properties Acquisitions (Narrative) (Details) $ in Thousands			12 Months Ended
	Apr. 30, 2014 USD ($)	Apr. 02, 2014	Dec. 31, 2015 USD ($) Hotels	Dec. 31, 2014 USD ($) Hotels	Dec. 31, 2013 USD ($) Hotels	Aug. 01, 2013 USD ($)
Ownership Percent			100.00%	100.00%	100.00%
Number of Hotels Acquired | Hotels			2	2	4
Buildings and Improvements, Gross			$ 3,613,724	$ 3,295,233
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual			82,884	27,988	$ 26,591
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual			$ 11,705	$ 2,018	$ 2,683
Harbor Court Hotel [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment						$ 736
Business Acquisition, Effective Date of Acquisition					Aug. 01, 2013
Hotel Triton [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment						1,399
Business Acquisition, Effective Date of Acquisition					Aug. 01, 2013
Hotel Vitale [Member]
Business Acquisition, Effective Date of Acquisition		Apr. 02, 2014		Apr. 02, 2014
The Heathman Hotel [Member]
Business Acquisition, Effective Date of Acquisition				Dec. 18, 2014
Park Central San Francisco [Member]
Business Acquisition, Effective Date of Acquisition			Jan. 23, 2015
The Marker Waterfront Resort [Member]
Business Acquisition, Effective Date of Acquisition			Mar. 16, 2015
Onyx Hotel [Member]
Payments to Acquire Land, Effective Date of Payment	Apr. 30, 2014
Payments to Acquire Land	$ 2,500
Capital Lease Assets [Member]
Buildings and Improvements, Gross			$ 183,503	$ 186,711
Capital Lease Assets [Member] | Harbor Court Hotel [Member]
Buildings and Improvements, Gross						54,563
Capital Lease Assets [Member] | Hotel Triton [Member]
Buildings and Improvements, Gross						$ 37,253

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Acquisitions (Details) $ in Thousands			12 Months Ended
		Apr. 02, 2014	Dec. 31, 2015 USD ($) Guest_Rooms	Dec. 31, 2014 USD ($) Guest_Rooms	Dec. 31, 2013 USD ($) Guest_Rooms
Investment In Hotel Properties [Line Items]
Purchase Price			$ 446,250	$ 194,325	$ 303,775
Acquisition Transaction Costs			$ 499	$ 2,379	$ 2,646
Harbor Court Hotel [Member]
Investment In Hotel Properties [Line Items]
Acquisition Date					Aug. 01, 2013
Number of Rooms | Guest_Rooms					131
Location					San Francisco, CA
Purchase Price					$ 36,875
Manager	[1]				Kimpton Hotel & Restaurant Group, LLC
Acquisition Transaction Costs					$ 578
Hotel Triton [Member]
Investment In Hotel Properties [Line Items]
Acquisition Date					Aug. 01, 2013
Number of Rooms | Guest_Rooms					140
Location					San Francisco, CA
Purchase Price					$ 10,900
Manager	[1]				Kimpton Hotel & Restaurant Group, LLC
Acquisition Transaction Costs					$ 115
Serrano Hotel [Member]
Investment In Hotel Properties [Line Items]
Acquisition Date					Aug. 21, 2013
Number of Rooms | Guest_Rooms					236
Location					San Francisco, CA
Purchase Price					$ 71,500
Manager	[2]				Kimpton Hotel & Restaurant Group, LLC
Acquisition Transaction Costs					$ 1,010
Southernmost Beach Resort Key West [Member]
Investment In Hotel Properties [Line Items]
Acquisition Date					Aug. 27, 2013
Number of Rooms | Guest_Rooms					260
Location					Key West, FL
Purchase Price					$ 184,500
Manager					Highgate Hotels
Acquisition Transaction Costs					$ 943
Hotel Vitale [Member]
Investment In Hotel Properties [Line Items]
Acquisition Date		Apr. 02, 2014		Apr. 02, 2014
Number of Rooms | Guest_Rooms				200
Location				San Francisco, CA
Purchase Price				$ 130,000
Manager				Commune Hotels and Resorts
Acquisition Transaction Costs				$ 1,864
The Heathman Hotel [Member]
Investment In Hotel Properties [Line Items]
Acquisition Date				Dec. 18, 2014
Number of Rooms | Guest_Rooms				150
Location				Portland, OR
Purchase Price				$ 64,325
Manager				JRK Hotel Group, Inc.
Acquisition Transaction Costs				$ 328
2014 Acquisitions [Member]
Investment In Hotel Properties [Line Items]
Acquisition Transaction Costs				2,192
Park Central San Francisco [Member]
Investment In Hotel Properties [Line Items]
Acquisition Date			Jan. 23, 2015
Number of Rooms | Guest_Rooms			681
Location			San Francisco, CA
Purchase Price			$ 350,000
Manager			Highgate Hotels
Acquisition Transaction Costs			$ 230	123
The Marker Waterfront Resort [Member]
Investment In Hotel Properties [Line Items]
Acquisition Date			Mar. 16, 2015
Number of Rooms | Guest_Rooms			96
Location			Key West, FL
Purchase Price			$ 96,250
Manager			Highgate Hotels
Acquisition Transaction Costs			$ 214
2015 Acquisitions [Member]
Investment In Hotel Properties [Line Items]
Acquisition Transaction Costs			444
Mezzanine Loan [Member]
Investment In Hotel Properties [Line Items]
Acquisition Transaction Costs			$ 55
Onyx Hotel [Member]
Investment In Hotel Properties [Line Items]
Acquisition Transaction Costs				$ 64

[1] Effective July 2015, management transitioned to Outrigger Lodging Services.

[2] Effective January 29, 2014, management transitioned to Access Hotels & Resorts.

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Investment in Properties Dispositions (Narrative) (Details) - USD ($) $ in Thousands				12 Months Ended
	Sep. 10, 2014	Jun. 17, 2014	Apr. 02, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Gain (Loss) on Sale of Properties, Net of Applicable Income Taxes				$ 0	$ 93,205	$ 0
Hotel Vitale [Member]
Business Acquisition, Effective Date of Acquisition			Apr. 02, 2014		Apr. 02, 2014
Hilton Alexandria Old Town [Member]
Disposals including Discontinued Operations, Effective Date of Disposal		Jun. 17, 2014
Proceeds from sale of properties		$ 93,380
Gain (Loss) on Sale of Properties, Net of Applicable Income Taxes					$ 43,548
Hotel Viking [Member]
Disposals including Discontinued Operations, Effective Date of Disposal	Sep. 10, 2014
Proceeds from sale of properties	$ 77,000
Gain (Loss) on Sale of Properties, Net of Applicable Income Taxes					$ 49,657

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Investment in Properties Note Receivable (Narrative) (Details) $ in Thousands	Jul. 20, 2015 USD ($) extensions	Dec. 31, 2015
Mezzanine Loan [Member]
Loan Receivable, Date Provided	Jul. 20, 2015
Loans Receivable with Variable Rates of Interest	$ 80,000
Loans Receivable, Interest Rate, Effective Yield		8.09%
Loan Receivable, Maturity Date	Aug. 09, 2017
Loan Receivable, Number of Extension Options | extensions	5
Loan Receivable, Term of Extension Option	1 year
Mortgage Receivable [Member]
Loans Receivable with Variable Rates of Interest	$ 235,000
Senior Mezzanine Loan [Member]
Loans Receivable with Variable Rates of Interest	$ 90,000
London Interbank Offered Rate (LIBOR) [Member] | Mezzanine Loan [Member]
Loans Receivable, Basis Spread on Variable Rate	7.75%

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Debt Summary (Details) $ in Thousands											12 Months Ended
		Feb. 11, 2016	Jan. 04, 2016	Dec. 31, 2015 USD ($)	Nov. 05, 2015 USD ($)	Jul. 20, 2015 extensions	Jun. 01, 2015	Jan. 08, 2014 USD ($)	Aug. 02, 2012 USD ($)	May. 16, 2012 USD ($)	Dec. 31, 2015 USD ($) extensions	Dec. 31, 2014 USD ($)
Debt Instrument [Line Items]
Credit facilities				$ 21,000							$ 21,000	$ 0
Term loans				855,000							855,000	477,500
Massport Bonds				42,500							42,500	42,500
Total mortgage loans				511,294							511,294	501,090
Total debt				1,429,794							$ 1,429,794	1,021,090
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member]
Debt Instrument [Line Items]
Derivative, Notional Amount					$ 377,500				$ 300,000	$ 177,500
Massport Bonds [Member]
Debt Instrument [Line Items]
Maturity Date, Debt											Mar. 01, 2018
Line of Credit [Member] | Senior Unsecured Credit Facility [Member]
Debt Instrument [Line Items]
Interest Rate, Credit facilities	[1]										Floating
Maturity Date, Credit facilities	[1]							Jan. 08, 2018
Credit facilities				$ 21,000							$ 21,000	0
Interest rate on variable rate debt				2.13%							2.13%
Line of Credit Facility Number of Extension Options | extensions											2
Line of Credit Facility Extension Option Period											6 months
Line of Credit [Member] | LHL Unsecured Credit Facility [Member]
Debt Instrument [Line Items]
Interest Rate, Credit facilities	[2]										Floating
Maturity Date, Credit facilities	[2]							Jan. 08, 2018
Credit facilities				$ 0							$ 0	$ 0
Line of Credit Facility Number of Extension Options | extensions											2
Line of Credit Facility Extension Option Period											6 months
Term Loan [Member] | First Term Loan [Member]
Debt Instrument [Line Items]
Interest Rate, Debt Instruments	[3]										Floating
Interest Rate, Mortgage loans (fixed rate)												3.62%
Maturity Date, Debt										May 16, 2019
Term loans				$ 0						$ 177,500	$ 0	$ 177,500
Debt Instrument, Term											7 years
Derivative, Maturity Date										May 16, 2019
Repayment date of debt instrument					Nov. 05, 2015
Term Loan [Member] | Second Term Loan [Member]
Debt Instrument [Line Items]
Interest Rate, Debt Instruments	[3]										Floating
Interest Rate, Mortgage loans (fixed rate)				2.38%							2.38%	2.38%
Maturity Date, Debt								Jan. 08, 2019
Term loans				$ 300,000				$ 300,000			$ 300,000	$ 300,000
Debt Instrument, Term											5 years
Maximum Length of Time Hedged in Cash Flow Hedge											5 years
Derivative, Maturity Date									Aug. 02, 2017
Term Loan [Member] | Third Term Loan [Member]
Debt Instrument [Line Items]
Interest Rate, Debt Instruments	[3]										Floating
Interest Rate, Mortgage loans (fixed rate)				2.95%							2.95%
Maturity Date, Debt					Jan. 29, 2021
Term loans				$ 555,000	$ 555,000						$ 555,000	0
Debt Instrument, Term											5 years
Derivative, Maturity Date					Jan. 29, 2021					May 16, 2019
Term Loan [Member] | Third Term Loan [Member] | Tranche One [Member]
Debt Instrument [Line Items]
Term loans					$ 177,500
Term Loan [Member] | Third Term Loan [Member] | Tranche Two [Member]
Debt Instrument [Line Items]
Term loans					$ 377,500
Bonds Payable [Member] | Taxable Bond of Hyatt Boston Harbor [Member]
Debt Instrument [Line Items]
Interest Rate, Debt Instruments	[4]										Floating
Maturity Date, Debt											Mar. 01, 2018
Massport Bonds				$ 5,400							$ 5,400	$ 5,400
Interest rate on variable rate debt				0.39%							0.39%	0.13%
Bonds Payable [Member] | Tax Exempted Bond of Hyatt Boston Harbor [Member]
Debt Instrument [Line Items]
Interest Rate, Debt Instruments	[4]										Floating
Maturity Date, Debt											Mar. 01, 2018
Massport Bonds				$ 37,100							$ 37,100	$ 37,100
Interest rate on variable rate debt				0.02%							0.02%	0.03%
Bonds Payable [Member] | Massport Bonds [Member]
Debt Instrument [Line Items]
Maturity Date, Credit facilities											Sep. 30, 2016
Line of Credit Facility Number of Extension Options | extensions											2
Line of Credit Facility Extension Option Period											1 year
Line of Credit Annual Fees Percentage											1.35%
Mortgage [Member] | Westin Copley Place Fixed Rate [Member]
Debt Instrument [Line Items]
Interest Rate, Mortgage loans (fixed rate)				5.28%							5.28%
Maturity Date, Debt											Sep. 01, 2015
Mortgage loans				$ 0							$ 0	$ 210,000
Repayment date of debt instrument							Jun. 01, 2015
Mortgage [Member] | Westin Michigan Avenue [Member]
Debt Instrument [Line Items]
Interest Rate, Mortgage loans (fixed rate)				5.75%							5.75%
Maturity Date, Debt	[5]										Apr. 01, 2016
Mortgage loans				$ 131,262							$ 131,262	133,347
Mortgage [Member] | Indianapolis Marriott Downtown [Member]
Debt Instrument [Line Items]
Interest Rate, Mortgage loans (fixed rate)				5.99%							5.99%
Maturity Date, Debt	[5]										Jul. 01, 2016
Mortgage loans				$ 96,097							$ 96,097	97,528
Mortgage [Member] | The Roger [Member]
Debt Instrument [Line Items]
Interest Rate, Mortgage loans (fixed rate)				6.31%							6.31%
Maturity Date, Debt	[6]										Aug. 01, 2016
Mortgage loans				$ 58,935							$ 58,935	60,215
Mortgage [Member] | Westin Copley Place Variable Rate [Member]
Debt Instrument [Line Items]
Interest Rate, Debt Instruments	[7]										Floating
Mortgage loans				$ 225,000							$ 225,000	$ 0
Debt Instrument, Number of Extension Options | extensions						3
Debt Instrument, Interest Rate, Effective Percentage				2.09%							2.09%
Prepayment period of debt instrument with penalty						1 year
Mortgage [Member] | Westin Copley Place Variable Rate [Member] | Minimum [Member]
Debt Instrument [Line Items]
Maturity Date, Debt	[7]					Aug. 14, 2018
Mortgage [Member] | Westin Copley Place Variable Rate [Member] | Maximum [Member]
Debt Instrument [Line Items]
Maturity Date, Debt						Jan. 05, 2021
Mortgage [Member] | Westin Copley Place Variable Rate [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate				1.75%
Mortgage [Member] | Westin Copley Place Variable Rate [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate						1.75%
Mortgage [Member] | Westin Copley Place Variable Rate [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate						2.00%
Subsequent Event [Member] | Mortgage [Member] | Westin Michigan Avenue [Member]
Debt Instrument [Line Items]
Repayment date of debt instrument			Jan. 04, 2016
Subsequent Event [Member] | Mortgage [Member] | Indianapolis Marriott Downtown [Member]
Debt Instrument [Line Items]
Repayment date of debt instrument			Jan. 04, 2016
Subsequent Event [Member] | Mortgage [Member] | The Roger [Member]
Debt Instrument [Line Items]
Repayment date of debt instrument		Feb. 11, 2016

[1] Borrowings bear interest at floating rates equal to, at the Company’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. As of December 31, 2015, the rate, including the applicable margin, for the Company’s outstanding LIBOR borrowing of $21,000 was 2.13%. There were no borrowings outstanding at December 31, 2014. The Company has the option, pursuant to certain terms and conditions, to extend the maturity date for two six-month extensions.

[2] Borrowings bear interest at floating rates equal to, at LHL’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. There were no borrowings outstanding at December 31, 2015 and December 31, 2014. LHL has the option, pursuant to certain terms and conditions, to extend the maturity date for two six-month extensions.

[3] Term loans bear interest at floating rates equal to LIBOR plus an applicable margin. The Company entered into separate interest rate swap agreements for the full seven-year term of the First Term Loan (as defined below) and a five-year term ending in August 2017 for the Second Term Loan (as defined below), resulting in fixed all-in interest rates. On November 5, 2015, the Company repaid the First Term Loan and entered into the Third Term Loan (as defined below). The Company entered into separate interest rate swap agreements with an aggregate notional amount of $377,500 for the full term of the Third Term Loan. The interest rate swaps for the First Term Loan continue to be in place and were redesignated as hedging instruments through May 2019 for the Third Term Loan. At December 31, 2015, the fixed all-in interest rates for the Second Term Loan and Third Term Loan were 2.38% and 2.95%, respectively, at the Company’s current leverage ratio (as defined in the swap agreements). At December 31, 2014, the fixed all-in interest rates for the First Term Loan and Second Term Loan were 3.62% and 2.38%, respectively, at the Company’s current leverage ratio (as defined in the swap agreements).

[4] The Massport Bonds are secured by letters of credit issued by U.S. Bank National Association (“U.S. Bank”) that expire in September 2016. The letters of credit have two one-year extension options and are secured by the Hyatt Regency Boston Harbor. The letters of credit cannot be extended beyond the Massport Bonds’ maturity date. The bonds bear interest based on weekly floating rates. The interest rates as of December 31, 2015 were 0.39% and 0.02% for the $5,400 and $37,100 bonds, respectively. The interest rates as of December 31, 2014 were 0.13% and 0.03% for the $5,400 and $37,100 bonds, respectively. The Company incurs an annual letter of credit fee of 1.35%.

[5] The Company repaid the mortgage loans on January 4, 2016 through borrowings on its senior unsecured credit facility (see Note 13).

[6] The Company repaid the mortgage loan on February 11, 2016 through borrowings on its senior unsecured credit facility (see Note 13).

[7] The mortgage loan matures on August 14, 2018 with three options to extend the maturity date to January 5, 2021, pursuant to certain terms and conditions. The interest-only mortgage loan bears interest at a variable rate ranging from LIBOR plus 1.75% to LIBOR plus 2.00%, depending on Westin Copley Place’s net cash flow (as defined in the loan agreement). The interest rate as of December 31, 2015 was LIBOR plus 1.75%, which equaled 2.09%. The mortgage loan allows for prepayments without penalty after one year, subject to certain terms and conditions.

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Long-Term Debt Future Scheduled Debt Principal Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Long-term Debt, Other Disclosures [Abstract]
2016	$ 286,294
2017	0
2018	288,500
2019	300,000
2020	0
Thereafter	555,000
Total debt	$ 1,429,794	$ 1,021,090

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Summary Interest Expense and Weighted Average Interest Rates for Borrowings (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Interest incurred	$ 52,604	$ 54,859	$ 55,912
Amortization of deferred financing costs	2,631	2,169	2,253
Capitalized interest	(902)	(400)	(649)
Interest expense	$ 54,333	$ 56,628	$ 57,516
Line of Credit [Member] | Senior Unsecured Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	1.89%	1.86%	2.11%
Line of Credit [Member] | LHL Unsecured Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	1.89%	1.86%	2.03%
Bonds Payable [Member] | Massport Bonds [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	0.06%	0.35%	0.25%
Mortgage [Member] | Westin Copley Place Variable Rate [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	2.19%

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Credit Facilities (Narrative) (Details) - Line of Credit [Member] $ in Thousands			12 Months Ended
		Jan. 08, 2014 USD ($)	Dec. 31, 2015 USD ($) extensions
Senior Unsecured Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Current Borrowing Capacity		$ 750,000
Credit facility maturity date	[1]	Jan. 08, 2018
Line of Credit Facility Number of Extension Options | extensions			2
Line of Credit Facility Extension Option Period			6 months
Maximum borrowing capacity under unsecured credit facility			$ 1,050,000
Senior Unsecured Credit Facility [Member] | Minimum [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage			0.25%
Senior Unsecured Credit Facility [Member] | Maximum [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage			0.30%
LHL Unsecured Credit Facility [Member]
Debt Instrument [Line Items]
Credit facility maturity date	[2]	Jan. 08, 2018
Line of Credit Facility Number of Extension Options | extensions			2
Line of Credit Facility Extension Option Period			6 months
Maximum borrowing capacity under unsecured credit facility		$ 25,000
LHL Unsecured Credit Facility [Member] | Minimum [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage			0.25%
LHL Unsecured Credit Facility [Member] | Maximum [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage			0.30%

[1] Borrowings bear interest at floating rates equal to, at the Company’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. As of December 31, 2015, the rate, including the applicable margin, for the Company’s outstanding LIBOR borrowing of $21,000 was 2.13%. There were no borrowings outstanding at December 31, 2014. The Company has the option, pursuant to certain terms and conditions, to extend the maturity date for two six-month extensions.

[2] Borrowings bear interest at floating rates equal to, at LHL’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. There were no borrowings outstanding at December 31, 2015 and December 31, 2014. LHL has the option, pursuant to certain terms and conditions, to extend the maturity date for two six-month extensions.

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Long-Term Debt Term Loans (Narrative) (Details) - USD ($) $ in Thousands					12 Months Ended
	Nov. 05, 2015	Jan. 08, 2014	Aug. 02, 2012	May. 16, 2012	Dec. 31, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Unsecured Debt					$ 855,000	$ 477,500
Term Loan [Member] | First Term Loan [Member]
Debt Instrument [Line Items]
Unsecured Debt				$ 177,500	$ 0	$ 177,500
Debt Instrument, Term					7 years
Debt maturity date				May 16, 2019
Derivative, Maturity Date				May 16, 2019
Repayment date of debt instrument	Nov. 05, 2015
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate						3.62%
Term Loan [Member] | Second Term Loan [Member]
Debt Instrument [Line Items]
Unsecured Debt		$ 300,000			$ 300,000	$ 300,000
Debt Instrument, Term					5 years
Debt maturity date		Jan. 08, 2019
Derivative, Maturity Date			Aug. 02, 2017
Total lender commitments					$ 500,000
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate					2.38%	2.38%
Term Loan [Member] | Third Term Loan [Member]
Debt Instrument [Line Items]
Unsecured Debt	$ 555,000				$ 555,000	$ 0
Debt Instrument, Term					5 years
Debt maturity date	Jan. 29, 2021
Derivative, Maturity Date	Jan. 29, 2021			May 16, 2019
Total lender commitments					$ 700,000
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate					2.95%
Term Loan [Member] | Third Term Loan [Member] | Tranche One [Member]
Debt Instrument [Line Items]
Unsecured Debt	$ 177,500
Term Loan [Member] | Third Term Loan [Member] | Tranche Two [Member]
Debt Instrument [Line Items]
Unsecured Debt	$ 377,500

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Long-Term Debt Derivative and Hedging Activities (Narrative) (Details) $ in Thousands				12 Months Ended
	Nov. 05, 2015 USD ($) agreement	Aug. 02, 2012 USD ($) agreement	May. 16, 2012 USD ($) agreement	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Accumulated other comprehensive income (loss)				$ (97)	$ 748
Term Loan [Member] | First Term Loan [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Debt Instrument, Term				7 years
Repayment date of debt instrument	Nov. 05, 2015
Derivative, Maturity Date			May 16, 2019
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate					3.62%
Term Loan [Member] | Second Term Loan [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Debt Instrument, Term				5 years
Derivative, Maturity Date		Aug. 02, 2017
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate				2.38%	2.38%
Term Loan [Member] | Third Term Loan [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Debt Instrument, Term				5 years
Derivative, Maturity Date	Jan. 29, 2021		May 16, 2019
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate				2.95%
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of Interest Rate Derivatives Held | agreement	7	5	3
Derivative, Notional Amount	$ 377,500	$ 300,000	$ 177,500
Unrealized gain (loss) included in accumulated other comprehensive income (loss)				$ (97)	$ 750
Accumulated other comprehensive income (loss)				(97)	748
Derivative change in fair value recorded in other comprehensive income (loss) attributable to noncontrolling interests				0	$ 2
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred				$ 8,094

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Derivative and Hedging Activities (Details) - Designated as Hedging Instrument [Member] - Cash Flow Hedging [Member] - Interest Rate Swap [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Amount of (Loss) Gain Recognized in OCI on Derivative Instruments (Effective Portion)	$ (5,682)	$ (8,276)	$ 8,127
Interest Expense [Member]
Debt Instrument [Line Items]
Amount of Loss Reclassified from AOCL into Net Income (Effective Portion)	$ 4,835	$ 4,410	$ 4,248

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Long-Term Debt Long-term Debt (Bonds Payable) (Narrative) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($) extensions	Dec. 31, 2014 USD ($)
Debt Instrument [Line Items]
Massport Bonds	$ 42,500	$ 42,500
Massport Bonds [Member]
Debt Instrument [Line Items]
Debt maturity date	Mar. 01, 2018
Bonds Payable [Member] | Tax Exempted Bond of Hyatt Boston Harbor [Member]
Debt Instrument [Line Items]
Massport Bonds	$ 37,100	37,100
Debt maturity date	Mar. 01, 2018
Bonds Payable [Member] | Taxable Bond of Hyatt Boston Harbor [Member]
Debt Instrument [Line Items]
Massport Bonds	$ 5,400	$ 5,400
Debt maturity date	Mar. 01, 2018
Bonds Payable [Member] | Massport Bonds [Member]
Debt Instrument [Line Items]
Credit facility maturity date	Sep. 30, 2016
Line of Credit Facility Number of Extension Options | extensions	2
Line of Credit Facility Extension Option Period	1 year
Line of Credit Annual Fees Percentage	1.35%

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Long-Term Debt Extinguishment of Debt (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Extinguishment of Debt (Narrative) [Abstract]
Loss from extinguishment of debt	$ 831	$ 2,487	$ 0

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Long-Term Debt Mortgage Loans (Narrative) (Details) $ in Thousands							12 Months Ended
		Feb. 11, 2016 USD ($)	Jan. 04, 2016 USD ($)	Dec. 31, 2015	Jul. 20, 2015 USD ($) extensions	Jun. 01, 2015 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Debt Instrument [Line Items]
Repayments of Secured Debt							$ 214,796	$ 13,325	$ 64,687
Proceeds from mortgage loan							$ 225,000	$ 0	$ 0
Mortgage [Member] | Westin Copley Place Fixed Rate [Member]
Debt Instrument [Line Items]
Repayment date of debt instrument						Jun. 01, 2015
Repayments of Secured Debt						$ 210,000
Debt maturity date							Sep. 01, 2015
Mortgage [Member] | Westin Copley Place Variable Rate [Member]
Debt Instrument [Line Items]
Assumption date of debt instrument					Jul. 20, 2015
Proceeds from mortgage loan					$ 225,000
Debt Instrument, Number of Extension Options | extensions					3
Prepayment period of debt instrument with penalty					1 year
Mortgage [Member] | Westin Copley Place Variable Rate [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate				1.75%
Mortgage [Member] | Westin Copley Place Variable Rate [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt maturity date	[1]				Aug. 14, 2018
Mortgage [Member] | Westin Copley Place Variable Rate [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate					1.75%
Mortgage [Member] | Westin Copley Place Variable Rate [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt maturity date					Jan. 05, 2021
Mortgage [Member] | Westin Copley Place Variable Rate [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate					2.00%
Mortgage [Member] | Westin Michigan Avenue [Member]
Debt Instrument [Line Items]
Debt maturity date	[2]						Apr. 01, 2016
Mortgage [Member] | Indianapolis Marriott Downtown [Member]
Debt Instrument [Line Items]
Debt maturity date	[2]						Jul. 01, 2016
Mortgage [Member] | The Roger [Member]
Debt Instrument [Line Items]
Debt maturity date	[3]						Aug. 01, 2016
Subsequent Event [Member] | Mortgage [Member] | Westin Michigan Avenue [Member]
Debt Instrument [Line Items]
Repayment date of debt instrument			Jan. 04, 2016
Repayments of Secured Debt			$ 131,262
Subsequent Event [Member] | Mortgage [Member] | Indianapolis Marriott Downtown [Member]
Debt Instrument [Line Items]
Repayment date of debt instrument			Jan. 04, 2016
Repayments of Secured Debt			$ 96,097
Subsequent Event [Member] | Mortgage [Member] | The Roger [Member]
Debt Instrument [Line Items]
Repayment date of debt instrument		Feb. 11, 2016
Repayments of Secured Debt		$ 58,831

[1] The mortgage loan matures on August 14, 2018 with three options to extend the maturity date to January 5, 2021, pursuant to certain terms and conditions. The interest-only mortgage loan bears interest at a variable rate ranging from LIBOR plus 1.75% to LIBOR plus 2.00%, depending on Westin Copley Place’s net cash flow (as defined in the loan agreement). The interest rate as of December 31, 2015 was LIBOR plus 1.75%, which equaled 2.09%. The mortgage loan allows for prepayments without penalty after one year, subject to certain terms and conditions.

[2] The Company repaid the mortgage loans on January 4, 2016 through borrowings on its senior unsecured credit facility (see Note 13).

[3] The Company repaid the mortgage loan on February 11, 2016 through borrowings on its senior unsecured credit facility (see Note 13).

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Commitments and Contingencies Ground, Land and Building, and Air Rights Leases - Operating Leases (Details)	12 Months Ended
	Dec. 31, 2015 $ / yr
Southernmost Beach Resort Key West [Member]
Lease Type	Ground lease
Lease Expiration Date	Apr. 01, 2019	[1]
Hyatt Regency Boston Harbor [Member]
Lease Type	Ground lease
Lease Expiration Date	Mar. 01, 2026	[2]
Lessee Leasing Arrangements, Operating Leases, Renewal Term	51 years
Extended Lease Expiration Date	Jan. 01, 2077
The Hilton San Diego Resort and Spa [Member]
Lease Type	Ground lease
Lease Expiration Date	Dec. 01, 2045
San Diego Paradise Point Resort And Spa [Member]
Lease Type	Ground lease
Lease Expiration Date	May 01, 2050
Hotel Vitale [Member]
Lease Type	Ground lease
Lease Expiration Date	Mar. 01, 2056	[3]
Lessee Leasing Arrangements, Operating Leases, Renewal Term	14 years
Extended Lease Expiration Date	Jan. 01, 2070
Viceroy Santa Monica [Member]
Lease Type	Ground lease
Lease Expiration Date	Sep. 01, 2056
Westin Copley Place [Member]
Lease Type	Air rights lease
Lease Expiration Date	Dec. 01, 2077
Future Ground Rent Payments Per Year	0
The Liberty Hotel [Member]
Lease Type	Ground lease
Lease Expiration Date	May 01, 2080
Indianapolis Marriott Downtown [Member]
Lease Type	Ground lease
Lease Expiration Date	Jun. 01, 2099	[4]
Lessee Leasing Arrangements, Operating Leases, Renewal Term	50 years
Extended Lease Expiration Date	Jan. 01, 2149
Future Ground Rent Payments Per Year	1
Hotel Solamar [Member]
Lease Type	Ground lease
Lease Expiration Date	Dec. 01, 2102

[1] The Company can begin negotiating a renewal one year in advance of the lease expiration date.

[2] The Company has options, subject to certain terms and conditions, to extend the ground lease for 51 years to 2077.

[3] The Company has the option, subject to certain terms and conditions, to extend the ground lease for 14 years to 2070.

[4] Requires future ground rent payments of one dollar per year. The Company has options, subject to certain terms and conditions, to extend the ground lease for 50 years to 2149.

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Ground, Land and Building, and Air Rights Leases (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Commitments and Contingencies Disclosure [Abstract]
Noncash straight-line rent expense	$ 1,943	$ 1,820	$ 1,305
Operating Leases, Rent Expense	$ 16,076	$ 14,667	$ 11,117

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Commitments and Contingencies Ground, Land and Building, and Air Rights Leases - Capital Leases (Details) - USD ($) $ in Thousands			12 Months Ended
		Jan. 01, 2015	Dec. 31, 2015
The Roger [Member]
Estimated Fair Value of Remaining Rent Payments	[1]		$ 4,892
Lease Expiration Date			Dec. 01, 2044
Harbor Court Hotel [Member]
Estimated Fair Value of Remaining Rent Payments	[1]		$ 18,424
Lease Expiration Date			Apr. 01, 2048
Hotel Triton [Member]
Estimated Fair Value of Remaining Rent Payments		$ 27,752	$ 25,625	[1],[2]
Lease Expiration Date		Jan. 01, 2048	Dec. 01, 2049

[1] At acquisition, the estimated present value of the remaining rent payments were recorded as capital lease obligations. These obligations, net of amortization, are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets.

[2] In 2015, the hotel lease was amended, extending the lease expiration date from January 2048 to December 2049. At acquisition, the estimated present value of the remaining payments recorded as a capital lease obligation was $27,752. Due to the lease amendment, the recalculated estimated present value of the remaining rent payments is $25,625, which net of amortization, is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets.

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Future Minimum Rent Payments (Details) - Operating and Capital Leases [Member] $ in Thousands	Dec. 31, 2015 USD ($)
2016	$ 12,804
2017	13,039
2018	13,183
2019	13,159
2020	13,557
Thereafter	600,780
Total future minimum rent payments	$ 666,522

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Reserve Funds for Future Capital Expenditures (Narrative) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Percentage of reserve funds provided by the Company	4.00%
Restricted Cash and Cash Equivalents, Capital Expenditures	$ 21,402

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Commitments and Contingencies Restricted Cash Reserves (Narrative) (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Restricted Cash and Cash Equivalents	$ 26,443	$ 21,570
Restricted Cash and Cash Equivalents, Capital Expenditures	21,402
Escrow Deposit	2,620
Restricted Cash and Cash Equivalents, Insurance or Management Liabilities	$ 2,421

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Common Shares of Beneficial Interest (Narrative) (Details) $ / shares in Units, $ in Thousands										12 Months Ended
	Mar. 19, 2015 Installments shares	Jan. 01, 2015 Installments shares	Dec. 24, 2014 USD ($)	Dec. 24, 2014 shares	Dec. 12, 2014 Installments $ / shares shares	Jul. 01, 2014 shares	Mar. 20, 2014 Installments shares	Jan. 22, 2014 Installments shares	Jan. 01, 2014 shares	Dec. 31, 2015 USD ($) $ / shares shares	Dec. 31, 2014 USD ($) $ / shares shares	Dec. 31, 2013 USD ($)
Class of Stock [Line Items]
Common shares, shares authorized										200,000,000	200,000,000
Par value of common shares issued | $ / shares					$ 0.01					$ 0.01	$ 0.01
Net proceeds from issuance of stock | $			$ 348,514							$ 0	$ 352,222	$ 251,478
2009 Plan [Member]
Class of Stock [Line Items]
Share Based Compensation Arrangements, Earned Compensation, Number of Annual Installments | Installments		5						5
Common Stock Issued, Deferred Shares									6,064
2014 Plan [Member]
Class of Stock [Line Items]
Common Stock Issued, Deferred Shares		4,183
Restricted Stock [Member] | 2009 Plan [Member]
Class of Stock [Line Items]
Number of Annual Installments | Installments							3
Issuance of restricted common shares of beneficial interest		108,779				59,778	77,564		35,652
Restricted Stock [Member] | 2014 Plan [Member]
Class of Stock [Line Items]
Number of Annual Installments | Installments	3				3
Issuance of restricted common shares of beneficial interest	62,742				16,257
Common Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues				1,140,000	7,600,000
Common Stock [Member] | 2009 Plan [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues		9,757						9,385	13,948
Common Stock [Member] | 2014 Plan [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues		11,682

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Common Dividends (Details) - $ / shares		3 Months Ended				12 Months Ended
		Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Class of Stock [Line Items]
Dividend per Share/Unit						$ 1.73	$ 1.41	$ 0.96
Common Stock [Member]
Class of Stock [Line Items]
Dividend per Share/Unit	[1]	$ 0.45	$ 0.45	$ 0.38	$ 0.38
For the Quarter Ended		Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014
Record Date		Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014
Payable Date		Oct. 15, 2015	Jul. 15, 2015	Apr. 15, 2015	Jan. 15, 2015

[1] Amounts are rounded to the nearest whole cent for presentation purposes.

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Treasury Shares (Narrative) (Details) - USD ($)					1 Months Ended	12 Months Ended
	Dec. 31, 2015	Nov. 09, 2015	Dec. 24, 2014	Dec. 12, 2014	Aug. 31, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Class of Stock [Line Items]
Common shares surrendered and forfeited by executives and employees						55,577
Stock repurchase program, authorized	$ 100,000,000					$ 100,000,000
Stock Repurchased During Period, Shares					184,742
Payments for Repurchase of Common Stock					$ 5,697,000	7,424,000	$ 2,936,000	$ 3,000
Payments for Commissions					$ 6,000
Stock repurchase program, remaining authorized	$ 69,807,000					$ 69,807,000
Issuance of shares of beneficial interest from treasury						58,064
Common shares held in treasury	155,895					155,895
Common Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues			1,140,000	7,600,000
Stock Issued During Period, Remaining Balance of Accumulated Deferred Shares	0
2009 and 2014 Plan [Member] | Common Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues		30,388

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Preferred Shares (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands					12 Months Ended
	Jul. 03, 2014	Apr. 05, 2013	Mar. 12, 2013	Mar. 04, 2013	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Class of Stock [Line Items]
Preferred shares, shares authorized					40,000,000	40,000,000
Preferred shares, shares issued					7,150,000	7,150,000
Redeemable preferred shares, par value					$ 0.01	$ 0.01
Proceeds from Issuance of Preferred Stock and Preference Stock					$ 0	$ 0	$ 110,000
Preferred shares, shares outstanding					7,150,000	7,150,000
Redemption value of preferred shares						$ 58,731	$ 100,000
Distributions payable					$ 53,939	45,462
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs					$ 80,205	$ 80,124
Series G Preferred Shares [Member]
Class of Stock [Line Items]
Cumulative Redeemable Preferred Shares, Stated Percentage					7.25%
Number of preferred shares redeemed	2,348,888
Preferred shares, shares outstanding		6,348,888
Redemption value of preferred shares	$ 58,722
Redeemable preferred share redemption price per share	$ 25.00
Distributions payable	$ 1,100
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs	$ 951
Series G Preferred Share Redemption [Member]
Class of Stock [Line Items]
Number of preferred shares redeemed		4,000,000
Redemption value of preferred shares		$ 100,000
Redeemable preferred share redemption price per share		$ 25.00
Distributions payable		$ 1,913
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs		$ 1,566
Series H Preferred Shares [Member]
Class of Stock [Line Items]
Cumulative Redeemable Preferred Shares, Stated Percentage					7.50%
Preferred shares, shares outstanding					2,750,000
Redeemable preferred share redemption price per share					$ 25.00
Preferred stock redeemable term (in days)					120 days
Shares issued upon conversion					4,680,500
Series I Preferred Shares [Member]
Class of Stock [Line Items]
Cumulative Redeemable Preferred Shares, Stated Percentage					6.375%
Preferred shares, shares issued			400,000	4,000,000
Redeemable preferred shares, par value				$ 0.01
Redeemable preferred share market price per share				$ 25.00
Proceeds from Issuance of Preferred Stock and Preference Stock			$ 9,685	$ 96,667
Preferred shares, shares outstanding					4,400,000
Redeemable preferred share redemption price per share					$ 25.00
Preferred stock redeemable term (in days)					120 days
Shares issued upon conversion					8,835,200

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Preferred Shares Outstanding (Details) - shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Class of Stock [Line Items]
Number of Shares	7,150,000	7,150,000
7 1/2% Series H Preferred Shares [Member]
Class of Stock [Line Items]
Cumulative Redeemable Preferred Shares, Stated Percentage	7.50%
Number of Shares	2,750,000
6 3/8% Series I Preferred Shares [Member]
Class of Stock [Line Items]
Cumulative Redeemable Preferred Shares, Stated Percentage	6.375%
Number of Shares	4,400,000

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Preferred Dividends (Details) - $ / shares		3 Months Ended				12 Months Ended
		Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2015
7 1/2% Series H Preferred Shares [Member]
Class of Stock [Line Items]
Cumulative Redeemable Preferred Shares, Stated Percentage						7.50%
Dividend per Share	[1]	$ 0.47	$ 0.47	$ 0.47	$ 0.47
For the Quarter Ended		Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014
Record Date		Oct. 01, 2015	Jul. 01, 2015	Apr. 01, 2015	Jan. 01, 2015
Payable Date		Oct. 15, 2015	Jul. 15, 2015	Apr. 15, 2015	Jan. 15, 2015
6 3/8% Series I Preferred Shares [Member]
Class of Stock [Line Items]
Cumulative Redeemable Preferred Shares, Stated Percentage						6.375%
Dividend per Share	[1]	$ 0.40	$ 0.40	$ 0.40	$ 0.40
For the Quarter Ended		Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014
Record Date		Oct. 01, 2015	Jul. 01, 2015	Apr. 01, 2015	Jan. 01, 2015
Payable Date		Oct. 15, 2015	Jul. 15, 2015	Apr. 15, 2015	Jan. 15, 2015

[1] Amounts are rounded to the nearest whole cent for presentation purposes.

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Noncontrolling Interests of Common Units in Operating Partnership (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	May. 13, 2015	Dec. 31, 2015
Class of Stock [Line Items]
Common units of limited partnership		145,223
Partnership interest held by limited partners		0.10%
Common units of operating partnership interest for cash or common shares		$ 3,654
Closing common share price, per share		$ 25.16
Common Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, Conversion of Units	151,077
Limited Partner [Member]
Class of Stock [Line Items]
Partners' Capital Account, Units, Redeemed	151,077

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Schedule of Effects of Changes in the Company's Ownership Interest in the Operating Partnership on the Company's Equity (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Stockholders' Equity Note [Abstract]
Net income attributable to common shareholders	$ 23,456	$ 44,424	$ 55,822	$ (319)	$ 22,759	$ 98,164	$ 85,610	$ (8,972)	$ 123,383	$ 197,561	$ 70,984
Increase (decrease) in additional paid-in capital from adjustments to noncontrolling interests of common units in Operating Partnership									14	(397)	(213)
Change from net income attributable to common shareholders and adjustments to noncontrolling interests									$ 123,397	$ 197,164	$ 70,771

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Equity Incentive Plan (Narrative) (Details) - 2014 Plan [Member]	12 Months Ended
	Dec. 31, 2015 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum common shares of beneficial interest to be issued	2,900,000
Common shares of beneficial interest to be issued per individual limit	500,000
Equity Plan Termination	Feb. 17, 2024
Exercise price of share options as a percentage of fair market value, minimum	100.00%
Vesting period (in years)	3 years
Common shares available for grant	2,797,762

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Nonvested Share Awards with Service Conditions (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
2014 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vest period (in years)	3 years
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs	$ 5,342	$ 6,637
Weighted-average recognized period (in years)	1 year 8 months 12 days	2 years
Compensation costs	$ 4,360	$ 3,567	$ 2,681
Restricted Stock [Member] | Nonvested Share Awards with Service Conditions [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs	$ 3,914	$ 5,113
Weighted-average recognized period (in years)	1 year 4 months 24 days	1 year 10 months 24 days
Total fair value of vested shares	$ 3,152	$ 5,602	8
Compensation costs	$ 3,323	$ 3,055	$ 2,959
Restricted Stock [Member] | Nonvested Share Awards with Service Conditions [Member] | 2014 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vest period (in years)	3 years

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Equity Incentive Plan Nonvested Share Awards with Service Conditions (Details) - Restricted Stock [Member] - $ / shares										12 Months Ended
		Mar. 19, 2015	Mar. 20, 2014	Jan. 01, 2014	Jan. 30, 2013	Jan. 26, 2012	Jan. 26, 2011	Jan. 24, 2011	May. 31, 2008	Dec. 31, 2015		Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Nonvested, Number of Shares Beginning Balance										311,625
Number of Shares, Granted		61,660	71,967		80,559	79,823	35,920	8,925	125,000	90,616	[1]
Number of Shares, Vested										(53,654)
Number of Shares, Forfeited				(9,193)						0
Nonvested, Number of Shares Ending Balance										348,587
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Nonvested, Weighted - Average Grant Date Fair Value Beginning Balance										$ 33.62
Weighted - Average Grant Date Fair Value, Granted										36.38
Weighted - Average Grant Date Fair Value, Vested										35.99
Weighted - Average Grant Date Fair Value, Forfeited										0.00
Nonvested, Weighted - Average Grant Date Fair Value Ending Balance										$ 33.98
Nonvested Share Awards with Service Conditions [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Nonvested, Number of Shares Beginning Balance										256,379
Number of Shares, Granted										63,675
Number of Shares, Vested										(78,483)
Number of Shares, Forfeited										(12,736)
Nonvested, Number of Shares Ending Balance	[2]									228,835
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Nonvested, Weighted - Average Grant Date Fair Value Beginning Balance										$ 31.00
Weighted - Average Grant Date Fair Value, Granted										38.82
Weighted - Average Grant Date Fair Value, Vested										28.60
Weighted - Average Grant Date Fair Value, Forfeited										27.31
Nonvested, Weighted - Average Grant Date Fair Value Ending Balance										$ 33.29
Nonvested Share Awards with Market or Performance Conditions [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Number of Shares, Granted									28,956
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Long-term performance-based shares which were earned but nonvested										84,401		29,276

[1] Amount includes an additional 28,956 shares issued on January 1, 2015 from the January 26, 2012 Grant, which were earned in excess of the target amount.

[2] Amount excludes 84,401 share awards with market conditions which were earned but nonvested due to a service condition as of December 31, 2015.

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Nonvested Share Awards with Market or Performance Conditions (Narrative) (Details) - USD ($) $ in Thousands														12 Months Ended
	Jan. 01, 2017	Jan. 01, 2016	Dec. 31, 2015	Mar. 19, 2015	Jan. 01, 2015	Jul. 01, 2014	Mar. 20, 2014	Jan. 01, 2014	Jan. 30, 2013	Jan. 26, 2012	Jan. 26, 2011	Jan. 24, 2011	May. 31, 2008	Dec. 31, 2015		Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Distributions on earned shares from share awards with market conditions														$ (334)		$ (314)	$ (20)
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Granted				61,660			71,967		80,559	79,823	35,920	8,925	125,000	90,616	[1]
Performance measurement period (in years)													3 years
Percentage of target shares			100.00%								100.00%
Performance Shares Outstanding				0			0		0				0
Number of shares earned as percentage of target shares					136.30%	119.60%		79.50%
Distributions on earned shares from share awards with market conditions					$ 334	$ 239		$ 75
Number of Shares Earned					108,779			35,652
Number of Shares, Forfeited								9,193						0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period														53,654
Number of shares to be vested			348,587											348,587		311,625
Percentage of target shares, Revised			200.00%
Unrecognized compensation costs			$ 5,342											$ 5,342		$ 6,637
Weighted-average recognized period (in years)														1 year 8 months 12 days		2 years
Compensation costs														$ 4,360		$ 3,567	$ 2,681
Restricted Stock [Member] | 2009 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures					108,779	59,778	77,564	35,652
Number of Shares Earned						59,778
Restricted Stock [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target shares				0.00%			0.00%		0.00%				0.00%
Restricted Stock [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target shares				200.00%			200.00%		200.00%				200.00%
Restricted Stock [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Granted				30,829			35,983		40,280				25,000
Restricted Stock [Member] | Share-based Compensation Award, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Granted				30,831			35,984		40,279				50,000
Restricted Stock [Member] | Share-based Compensation Award, Tranche Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Granted													50,000
Restricted Stock [Member] | January 24 and 26, 2011 Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period					11,884			11,885
Restricted Stock [Member] | January 26, 2012 Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period					36,261
Restricted Stock [Member] | Nonvested Share Awards with Market or Performance Conditions [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Granted													28,956
Number of shares vested			308,069											308,069		254,415
Long-term performance-based shares which were earned but nonvested			84,401											84,401		29,276
Scenario, Forecast [Member] | Restricted Stock [Member] | January 24 and 26, 2011 Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period		11,883
Scenario, Forecast [Member] | Restricted Stock [Member] | January 26, 2012 Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period	72,518

[1] Amount includes an additional 28,956 shares issued on January 1, 2015 from the January 26, 2012 Grant, which were earned in excess of the target amount.

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Nonvested Share Awards with Market or Performance Conditions (Assumptions for Performance Measure) (Details) - Restricted Stock [Member]	12 Months Ended
	Dec. 31, 2015 $ / shares
March 19, 2015 Awards (performance period starting January 1, 2015) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility, Target amounts	24.40%
Volatility, Peer companies	24.40%
Interest Rates, Target amounts	0.99%
Interest Rates, Peer companies	0.99%
Stock Beta, Peer companies	1.011
Fair Value of Components of Award, Target amounts	$ 29.25
Fair Value of Components of Award, Return on invested capital	38.84
Fair Value of Components of Award, Peer companies	$ 40.69
Weighting of Total Awards, Target amounts	33.40%
Weighing of Total Awards, Return on invested capital	33.30%
Weighing of Total Awards, Peer companies	33.30%
March 19, 2015 Awards (performance period starting July 1, 2015) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility, Target amounts	24.40%
Volatility, Peer companies	24.40%
Interest Rates, Target amounts	0.99%
Interest Rates, Peer companies	0.99%
Stock Beta, Peer companies	1.011
Fair Value of Components of Award, Target amounts	$ 31.86
Fair Value of Components of Award, Return on invested capital	38.84
Fair Value of Components of Award, Peer companies	$ 41.00
Weighting of Total Awards, Target amounts	33.40%
Weighing of Total Awards, Return on invested capital	33.30%
Weighing of Total Awards, Peer companies	33.30%
May 31, 2008 Awards (performance period starting July 1, 2014) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility, Target amounts	33.30%
Volatility, NAREIT Index	33.30%
Volatility, Peer companies	33.30%
Interest Rates, Target amounts	0.90%
Interest Rates, NAREIT Index	0.90%
Interest Rates, Peer companies	0.90%
Stock Beta, NAREIT Index	1.356
Stock Beta, Peer companies	0.908
Fair Value of Components of Award, Target amounts	$ 32.57
Fair Value of Components of Award, NAREIT Index	39.26
Fair Value of Components of Award, Peer companies	$ 38.15
Weighting of Total Awards, Target amounts	20.00%
Weighing of Total Awards, NAREIT Index	40.00%
Weighing of Total Awards, Peer companies	40.00%
March 20, 2014 Awards (performance period starting January 1, 2014) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility, Target amounts	33.70%
Volatility, Peer companies	33.70%
Interest Rates, Target amounts	0.90%
Interest Rates, Peer companies	0.90%
Stock Beta, Peer companies	0.938
Fair Value of Components of Award, Target amounts	$ 31.94
Fair Value of Components of Award, Return on invested capital	31.82
Fair Value of Components of Award, Peer companies	$ 31.02
Weighting of Total Awards, Target amounts	33.40%
Weighing of Total Awards, Return on invested capital	33.30%
Weighing of Total Awards, Peer companies	33.30%
March 20, 2014 Awards (performance period starting July 1, 2014) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility, Target amounts	33.70%
Volatility, Peer companies	33.70%
Interest Rates, Target amounts	0.90%
Interest Rates, Peer companies	0.90%
Stock Beta, Peer companies	0.938
Fair Value of Components of Award, Target amounts	$ 31.23
Fair Value of Components of Award, Return on invested capital	31.82
Fair Value of Components of Award, Peer companies	$ 34.53
Weighting of Total Awards, Target amounts	33.40%
Weighing of Total Awards, Return on invested capital	33.30%
Weighing of Total Awards, Peer companies	33.30%
January 30, 2013 Awards (performance period starting January 1, 2013) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility, Target amounts	38.70%
Volatility, Peer companies	38.70%
Interest Rates, Target amounts	0.42%
Interest Rates, Peer companies	0.42%
Stock Beta, Peer companies	0.864
Fair Value of Components of Award, Target amounts	$ 29.38
Fair Value of Components of Award, Return on invested capital	27.20
Fair Value of Components of Award, Peer companies	$ 30.51
Weighting of Total Awards, Target amounts	33.40%
Weighing of Total Awards, Return on invested capital	33.30%
Weighing of Total Awards, Peer companies	33.30%
January 30, 2013 Awards (performance period starting July 1, 2013) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility, Target amounts	38.70%
Volatility, Peer companies	38.70%
Interest Rates, Target amounts	0.42%
Interest Rates, Peer companies	0.42%
Stock Beta, Peer companies	0.864
Fair Value of Components of Award, Target amounts	$ 27.70
Fair Value of Components of Award, Return on invested capital	27.20
Fair Value of Components of Award, Peer companies	$ 31.34
Weighting of Total Awards, Target amounts	33.40%
Weighing of Total Awards, Return on invested capital	33.30%
Weighing of Total Awards, Peer companies	33.30%
January 26, 2012 Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility, Target amounts	65.30%
Volatility, NAREIT Index	65.30%
Volatility, Peer companies	65.30%
Interest Rates, Target amounts	0.31%
Interest Rates, NAREIT Index	0.31%
Interest Rates, Peer companies	0.31%
Stock Beta, NAREIT Index	1.370
Stock Beta, Peer companies	0.911
Fair Value of Components of Award, Target amounts	$ 36.22
Fair Value of Components of Award, NAREIT Index	35.25
Fair Value of Components of Award, Peer companies	$ 35.33
Weighting of Total Awards, Target amounts	33.40%
Weighing of Total Awards, NAREIT Index	33.30%
Weighing of Total Awards, Peer companies	33.30%

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Equity Incentive Plan Nonvested Share Awards with Market or Performance Conditions (Summary of Restricted Shares) (Details) - Restricted Stock [Member] - $ / shares									12 Months Ended
	Mar. 19, 2015	Mar. 20, 2014	Jan. 01, 2014	Jan. 30, 2013	Jan. 26, 2012	Jan. 26, 2011	Jan. 24, 2011	May. 31, 2008	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Nonvested, Number of Shares Beginning Balance									311,625
Number of Shares, Granted	61,660	71,967		80,559	79,823	35,920	8,925	125,000	90,616	[1]
Number of Shares, Vested									(53,654)
Number of Shares, Forfeited			(9,193)						0
Nonvested, Number of Shares Ending Balance									348,587
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Nonvested, Weighted - Average Grant Date Fair Value Beginning Balance									$ 33.62
Weighted - Average Grant Date Fair Value, Granted									36.38
Weighted - Average Grant Date Fair Value, Vested									35.99
Weighted - Average Grant Date Fair Value, Forfeited									0.00
Nonvested, Weighted - Average Grant Date Fair Value Ending Balance									$ 33.98
Nonvested Share Awards with Market or Performance Conditions [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Number of Shares, Granted								28,956

[1] Amount includes an additional 28,956 shares issued on January 1, 2015 from the January 26, 2012 Grant, which were earned in excess of the target amount.

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Equity Incentive Plan Board of Trustees' Compensation (Details) - Board of Trustees Compensation [Member] - shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued related to trustees compensation	18,774	15,865	20,012
Deferred shares related to trustees compensation	4,910	4,183	6,064

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Summary of Other Indirect Hotel Operating Expenses (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($) Hotels	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
General and administrative	$ 25,197	$ 23,832	$ 22,001
Other expenses	17,225	7,369	9,361
Total other indirect expenses	$ 301,004	264,508	237,386
Number of hotels | Hotels	47
LHL [Member]
General and administrative	$ 101,397	87,210	76,699
Sales and marketing	73,654	61,249	55,752
Repairs and maintenance	39,521	37,169	33,741
Management and incentive fees	39,686	36,463	32,850
Utilities and insurance	34,427	32,296	29,077
Franchise fees	9,836	8,346	7,601
Other expenses	2,483	1,775	1,666
Total other indirect expenses	$ 301,004	$ 264,508	$ 237,386
Number of hotels | Hotels	47

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Income Taxes (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Taxes [Line Items]
Required percentage of adjusted taxable income distributed to shareholders in order to quality as REIT	90.00%
Number of Years Unable to Qualify as Real Estate Investment Trust	4 years
Deferred tax asset due to federal and state tax, net operating losses	$ 3,566	$ 1,447
Unrecognized Tax Benefits	$ 0
Minimum [Member] | State and Local Jurisdiction [Member]
Income Taxes [Line Items]
Operating loss carryforwards expiration dates	Jan. 01, 2016
Maximum [Member] | State and Local Jurisdiction [Member]
Income Taxes [Line Items]
Operating loss carryforwards expiration dates	Dec. 31, 2035

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Income Taxes Distributions Paid Per Common Share of Beneficial Interest and Preferred Share on a Tax Basis (Details) - $ / shares		12 Months Ended
		Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Common Stock [Member]
Schedule Of Income Tax [Line Items]
Ordinary income		$ 1.6570	$ 1.4556	$ 1.0305
Ordinary income (%)		100.00%	100.00%	100.00%
7 1/4% Series G Preferred Shares [Member]
Schedule Of Income Tax [Line Items]
Ordinary income		$ 0.0000	$ 0.0000	$ 1.8125
Ordinary income (%)		0.00%	0.00%	100.00%
7 1/2% Series H Preferred Shares [Member]
Schedule Of Income Tax [Line Items]
Ordinary income		$ 1.8750	$ 1.8750	$ 1.8750
Ordinary income (%)		100.00%	100.00%	100.00%
6 3/8% Series I Preferred Shares [Member]
Schedule Of Income Tax [Line Items]
Ordinary income		$ 1.5938	$ 1.5938	$ 0.9784
Ordinary income (%)		100.00%	100.00%	100.00%
April 5, 2013 Redemption [Member] | 7 1/4% Series G Preferred Shares [Member]
Schedule Of Income Tax [Line Items]
Ordinary income	[1]	$ 0.0000	$ 0.0000	$ 0.9314
Ordinary income (%)	[1]	0.00%	0.00%	100.00%
July 3, 2014 Redemption [Member] | 7 1/4% Series G Preferred Shares [Member]
Schedule Of Income Tax [Line Items]
Ordinary income	[2]	$ 0.0000	$ 1.3745	$ 1.8125
Ordinary income (%)	[2]	0.00%	100.00%	100.00%

[1] On April 5, 2013, the Company redeemed a portion of its Series G Preferred Shares (see Note 6).

[2] On July 3, 2014, the Company redeemed its remaining Series G Preferred Shares (see Note 6).

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Summary of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income tax (benefit) expense	$ (1,292)	$ 2,306	$ 470
LHL [Member]
Income tax (benefit) expense	(2,546)	1,260	(308)
Operating Partnership [Member]
Income tax (benefit) expense	$ 1,254	$ 1,046	$ 778

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Income Taxes Components of Income Tax Expense (Benefit) and Income Before income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Schedule Of Income Tax [Line Items]
Income tax (benefit) expense	$ (1,292)	$ 2,306	$ 470
LHL's (loss) income before income tax (benefit) expense	134,537	122,598	90,725
LHL [Member]
Schedule Of Income Tax [Line Items]
Federal, Current income tax (benefit) expense	(510)	912	(50)
Federal, Deferred income tax (benefit) expense	(1,251)	372	51
State & local, Current income tax expense (benefit)	83	297	(47)
State & local, Deferred income tax benefit	(868)	(321)	(262)
Income tax (benefit) expense	(2,546)	1,260	(308)
LHL's (loss) income before income tax (benefit) expense	$ (4,876)	$ 3,559	$ 615

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Income Taxes Schedule of Difference of Provision for Income Taxes from Income Tax Determined by Applying the U.S. Statutory Federal Income Tax Rate) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income tax (benefit) expense	$ (1,292)	$ 2,306	$ 470
LHL [Member]
“Expected” federal tax (benefit) expense at statutory rate	(1,658)	1,210	209
State income tax (benefit) expense, net of federal income tax effect	(443)	302	50
Other, net	(445)	(252)	(567)
Income tax (benefit) expense	$ (2,546)	$ 1,260	$ (308)

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Income Taxes Components of LHL's Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands		Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Net operating loss carryforwards		$ 4,175	$ 1,618
Bad debt reserves		255	214
Golf membership deferred revenue	[1]	(343)	(256)
Straight-line rent	[1]	(643)	(129)
Other		122	0
Net deferred tax assets		$ 3,566	$ 1,447

[1] Amounts included in accounts payable and accrued expenses in the accompanying consolidated balance sheets for 2014. For 2015, amounts netted because of the existence of deferred tax assets in both federal and state jurisdictions.

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Fair Value Measurements Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative interest rate instruments, Prepaid expenses and other assets	$ 1,605	$ 1,520
Accounts Payable and Accrued Expenses [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative interest rate instruments, Accounts payable and accrued expenses	$ 1,702	$ 770

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Fair Value Measurements Schedule of Fair Value and Carrying Value of Financial Instruments (Details) - Fair Value, Inputs, Level 2 [Member] - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note receivable	$ 80,000	$ 0
Borrowings under credit facilities	21,000	0
Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note receivable	80,000	0
Borrowings under credit facilities	21,061	0
Term Loan [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instruments	855,000	477,500
Term Loan [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instruments	856,038	476,996
Bonds Payable [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instruments	42,500	42,500
Bonds Payable [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instruments	42,500	42,500
Mortgage [Member] | Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instruments	511,294	501,090
Mortgage [Member] | Estimated Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instruments	$ 511,786	$ 510,250

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Fair Value Measurements Financial Instruments Not Measured at Fair Value (Narrative) (Details)			12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2015	Dec. 31, 2014
Fair Value Assumptions, Weighted Average Effective Debt Interest Rate			2.10%	2.90%
Minimum [Member]
Fair Value Inputs, Discount Rate	1.50%	1.60%
Maximum [Member]
Fair Value Inputs, Discount Rate	4.40%	4.30%

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Earnings Per Common Share (Computation of Basic and Diluted Earnings Per Common Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Earnings Per Share [Abstract]
Net income attributable to common shareholders	$ 23,456	$ 44,424	$ 55,822	$ (319)	$ 22,759	$ 98,164	$ 85,610	$ (8,972)	$ 123,383	$ 197,561	$ 70,984
Dividends paid on unvested restricted shares									(542)	(411)	(353)
Undistributed earnings attributable to unvested restricted shares									0	(138)	0
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares									$ 122,841	$ 197,012	$ 70,631
Weighted average number of common shares - basic	112,633,429	112,731,358	112,728,085	112,647,715	105,550,157	103,798,853	103,698,332	103,691,657	112,685,235	104,188,785	97,041,484
Compensation-related shares									411,185	357,110	187,187
Weighted average number of common shares - diluted	113,028,661	113,137,284	113,141,908	112,647,715	105,902,098	104,133,553	104,024,472	103,691,657	113,096,420	104,545,895	97,228,671
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares, Basic (in dollars per share)	$ 0.21	$ 0.39	$ 0.49	$ 0.00	$ 0.22	$ 0.94	$ 0.82	$ (0.09)	$ 1.09	$ 1.89	$ 0.73
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares, Diluted (in dollars per share)	$ 0.21	$ 0.39	$ 0.49	$ 0.00	$ 0.21	$ 0.94	$ 0.82	$ (0.09)	$ 1.09	$ 1.88	$ 0.73

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Supplemental Information to Statements of Cash Flows (Supplemental Information to Statements of Cash Flows) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Supplemental Cash Flow Information [Abstract]
Interest paid, net of capitalized interest		$ 52,155	$ 54,558	$ 55,754
Interest capitalized		902	400	649
Income taxes paid, net		3,112	815	2,353
Increase in distributions payable on common shares		8,477	13,227	10,044
Decrease in distributions payable on preferred shares		0	(1,064)	(59)
Write-off of fully depreciated furniture, fixtures and equipment		16,000	582	7,888
Write-off of fully amortized deferred financing costs		131	273	203
Increase (decrease) in accrued capital expenditures		2,334	(994)	3,116
Issuance of restricted shares to employees and executives, net		5,188	7,953	5,258
Issuance of common shares for Board of Trustees compensation	[1]	1,874	602	277
Investment in properties, net of closing costs		0	167,921	0
Other assets		0	1,397	0
Liabilities		0	(1,480)	0
Sale of properties		0	167,838	0
Investment in properties (after credits at closing)		(445,734)	(194,198)	(349,802)
Other assets		(1,897)	(1,361)	(2,509)
Liabilities		8,474	4,448	50,176
Acquisition of properties		$ (439,157)	$ (191,111)	$ (302,135)

[1] Refer to Note 6 for issuances of previously deferred shares in 2014 and 2015.

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Subsequent Events Subsequent Events (Narrative) (Details) - USD ($) $ in Thousands						12 Months Ended
		Feb. 11, 2016	Jan. 04, 2016	Jan. 01, 2016	Jan. 01, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Subsequent Event [Line Items]
Common shares, shares issued						113,115,442	112,828,536
Treasury Stock, Shares, Acquired						55,577
Repayments of Secured Debt						$ 214,796	$ 13,325	$ 64,687
Mortgage [Member] | Westin Michigan Avenue [Member]
Subsequent Event [Line Items]
Debt maturity date	[1]					Apr. 01, 2016
Mortgage [Member] | Indianapolis Marriott Downtown [Member]
Subsequent Event [Line Items]
Debt maturity date	[1]					Jul. 01, 2016
Mortgage [Member] | The Roger [Member]
Subsequent Event [Line Items]
Debt maturity date	[2]					Aug. 01, 2016
2014 Plan [Member]
Subsequent Event [Line Items]
Deferred shares					4,183
Subsequent Event [Member]
Subsequent Event [Line Items]
Treasury Stock, Shares, Acquired			38,193
Subsequent Event [Member] | Mortgage [Member] | Westin Michigan Avenue [Member]
Subsequent Event [Line Items]
Repayment date of debt instrument			Jan. 04, 2016
Repayments of Secured Debt			$ 131,262
Subsequent Event [Member] | Mortgage [Member] | Indianapolis Marriott Downtown [Member]
Subsequent Event [Line Items]
Repayment date of debt instrument			Jan. 04, 2016
Repayments of Secured Debt			$ 96,097
Subsequent Event [Member] | Mortgage [Member] | The Roger [Member]
Subsequent Event [Line Items]
Repayment date of debt instrument		Feb. 11, 2016
Repayments of Secured Debt		$ 58,831
Subsequent Event [Member] | 2014 Plan [Member]
Subsequent Event [Line Items]
Deferred shares				4,910
Common Stock [Member] | Subsequent Event [Member] | 2014 Plan [Member]
Subsequent Event [Line Items]
Common shares, shares issued				13,864

[1] The Company repaid the mortgage loans on January 4, 2016 through borrowings on its senior unsecured credit facility (see Note 13).

[2] The Company repaid the mortgage loan on February 11, 2016 through borrowings on its senior unsecured credit facility (see Note 13).

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Subsequent Events Dividends (Details) - $ / shares		3 Months Ended					12 Months Ended
		Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Subsequent Event [Line Items]
Common Dividend per Share/Unit							$ 1.73	$ 1.41	$ 0.96
Common Shares of Beneficial Interest [Member]
Subsequent Event [Line Items]
Common Dividend per Share/Unit	[1]		$ 0.45	$ 0.45	$ 0.38	$ 0.38
For the Quarter Ended			Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014
Record Date			Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014
Payable Date			Oct. 15, 2015	Jul. 15, 2015	Apr. 15, 2015	Jan. 15, 2015
7 1/2% Series H Preferred Shares [Member]
Subsequent Event [Line Items]
Cumulative Redeemable Preferred Shares, Stated Percentage							7.50%
Preferred Dividend per Share/Unit	[2]		$ 0.47	$ 0.47	$ 0.47	$ 0.47
For the Quarter Ended			Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014
Record Date			Oct. 01, 2015	Jul. 01, 2015	Apr. 01, 2015	Jan. 01, 2015
Payable Date			Oct. 15, 2015	Jul. 15, 2015	Apr. 15, 2015	Jan. 15, 2015
6 3/8% Series I Preferred Shares [Member]
Subsequent Event [Line Items]
Cumulative Redeemable Preferred Shares, Stated Percentage							6.375%
Preferred Dividend per Share/Unit	[2]		$ 0.40	$ 0.40	$ 0.40	$ 0.40
For the Quarter Ended			Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014
Record Date			Oct. 01, 2015	Jul. 01, 2015	Apr. 01, 2015	Jan. 01, 2015
Payable Date			Oct. 15, 2015	Jul. 15, 2015	Apr. 15, 2015	Jan. 15, 2015
Subsequent Event [Member] | Common Shares of Beneficial Interest [Member]
Subsequent Event [Line Items]
Common Dividend per Share/Unit	[3]	$ 0.45
For the Quarter Ended		Dec. 31, 2015
Record Date		Dec. 31, 2015
Payable Date		Jan. 15, 2016
Subsequent Event [Member] | 7 1/2% Series H Preferred Shares [Member]
Subsequent Event [Line Items]
Cumulative Redeemable Preferred Shares, Stated Percentage		7.50%
Preferred Dividend per Share/Unit	[3]	$ 0.47
For the Quarter Ended		Dec. 31, 2015
Record Date		Jan. 01, 2016
Payable Date		Jan. 15, 2016
Subsequent Event [Member] | 6 3/8% Series I Preferred Shares [Member]
Subsequent Event [Line Items]
Cumulative Redeemable Preferred Shares, Stated Percentage		6.375%
Preferred Dividend per Share/Unit	[3]	$ 0.40
For the Quarter Ended		Dec. 31, 2015
Record Date		Jan. 01, 2016
Payable Date		Jan. 15, 2016

[1] Amounts are rounded to the nearest whole cent for presentation purposes.

[2] Amounts are rounded to the nearest whole cent for presentation purposes.

[3] Amounts are rounded to the nearest whole cent for presentation purposes.

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Quarterly Operating Results Quarterly Operating Results (Schedule of Quarterly Operating Data)(Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Quarterly Financial Information Disclosure [Abstract]
Total revenues	$ 296,322	$ 331,004	$ 341,387	$ 250,809	$ 269,818	$ 357,661	$ 356,663	$ 220,653
Total expenses	269,784	283,462	282,376	248,071	243,930	256,149	265,695	225,524
Net income	26,538	47,542	59,011	2,738	25,888	101,512	90,968	(4,871)	$ 135,829	$ 213,497	$ 90,255
Net loss (income) attributable to noncontrolling interests	(40)	(75)	(147)	(15)	(87)	(297)	(274)	6	(277)	(652)	(320)
Distributions to preferred shareholders	(3,042)	(3,043)	(3,042)	(3,042)	(3,042)	(3,042)	(4,142)	(4,107)	(12,169)	(14,333)	(17,385)
Issuance costs of redeemed preferred shares					0	(9)	(942)	0	0	(951)	(1,566)
Net income attributable to common shareholders	$ 23,456	$ 44,424	$ 55,822	$ (319)	$ 22,759	$ 98,164	$ 85,610	$ (8,972)	$ 123,383	$ 197,561	$ 70,984
Earnings per Common Share - Basic (Note 11):
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares, Basic (in dollars per share)	$ 0.21	$ 0.39	$ 0.49	$ 0.00	$ 0.22	$ 0.94	$ 0.82	$ (0.09)	$ 1.09	$ 1.89	$ 0.73
Earnings per Common Share - Diluted (Note 11):
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares, Diluted (in dollars per share)	$ 0.21	$ 0.39	$ 0.49	$ 0.00	$ 0.21	$ 0.94	$ 0.82	$ (0.09)	$ 1.09	$ 1.88	$ 0.73
Weighted average number of common shares outstanding, Basic and Diluted:
Basic (in shares)	112,633,429	112,731,358	112,728,085	112,647,715	105,550,157	103,798,853	103,698,332	103,691,657	112,685,235	104,188,785	97,041,484
Diluted (in shares)	113,028,661	113,137,284	113,141,908	112,647,715	105,902,098	104,133,553	104,024,472	103,691,657	113,096,420	104,545,895	97,228,671

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Real Estate and Accumulated Depreciation Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 553,794
Initial Cost, Land		694,165
Initial Cost, Buildings and Improvements		3,290,534
Initial Cost, Furniture, Fixtures and Equipment		195,087
Costs Capitalized Subsequent to Acquisition, Land	[1]	37,631
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	323,190
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	506,655
Gross Amounts at Which Carried at Close of Period, Land		731,796
Gross Amounts at Which Carried at Close of Period, Building and Improvements		3,613,724
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		701,742
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		1,229,586	$ 1,065,518	$ 967,885	$ 832,245
Net Book Value		3,817,676
Le Montrose Suite Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		0
Initial Cost, Land		5,004
Initial Cost, Buildings and Improvements		19,752
Initial Cost, Furniture, Fixtures and Equipment		2,951
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	5,309
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	14,063
Gross Amounts at Which Carried at Close of Period, Land		5,004
Gross Amounts at Which Carried at Close of Period, Building and Improvements		25,061
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		17,014
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		27,587
Net Book Value		$ 19,492
Date of Acquisition		Apr. 29, 1998
San Diego Paradise Point Resort And Spa [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		0
Initial Cost, Buildings and Improvements		69,639
Initial Cost, Furniture, Fixtures and Equipment		3,665
Costs Capitalized Subsequent to Acquisition, Land	[1]	154
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	41,164
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	33,962
Gross Amounts at Which Carried at Close of Period, Land		154
Gross Amounts at Which Carried at Close of Period, Building and Improvements		110,803
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		37,627
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		89,290
Net Book Value		$ 59,294
Date of Acquisition		Jun. 01, 1998
Hyatt Regency Boston Harbor [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 42,500
Initial Cost, Land		0
Initial Cost, Buildings and Improvements		66,159
Initial Cost, Furniture, Fixtures and Equipment		5,246
Costs Capitalized Subsequent to Acquisition, Land	[1]	16
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	4,785
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	15,066
Gross Amounts at Which Carried at Close of Period, Land		16
Gross Amounts at Which Carried at Close of Period, Building and Improvements		70,944
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		20,312
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		54,451
Net Book Value		$ 36,821
Date of Acquisition		Jun. 24, 1998
Topaz Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		2,137
Initial Cost, Buildings and Improvements		8,549
Initial Cost, Furniture, Fixtures and Equipment		0
Costs Capitalized Subsequent to Acquisition, Land	[1]	12
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	4,307
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	6,366
Gross Amounts at Which Carried at Close of Period, Land		2,149
Gross Amounts at Which Carried at Close of Period, Building and Improvements		12,856
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		6,366
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		12,042
Net Book Value		$ 9,329
Date of Acquisition		Mar. 08, 2001
Hotel Madera [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		1,682
Initial Cost, Buildings and Improvements		6,726
Initial Cost, Furniture, Fixtures and Equipment		0
Costs Capitalized Subsequent to Acquisition, Land	[1]	15
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	5,559
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	6,442
Gross Amounts at Which Carried at Close of Period, Land		1,697
Gross Amounts at Which Carried at Close of Period, Building and Improvements		12,285
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		6,442
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		10,673
Net Book Value		$ 9,751
Date of Acquisition		Mar. 08, 2001
Hotel Rouge [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		2,162
Initial Cost, Buildings and Improvements		8,647
Initial Cost, Furniture, Fixtures and Equipment		0
Costs Capitalized Subsequent to Acquisition, Land	[1]	17
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	5,071
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	8,187
Gross Amounts at Which Carried at Close of Period, Land		2,179
Gross Amounts at Which Carried at Close of Period, Building and Improvements		13,718
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		8,187
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		14,019
Net Book Value		$ 10,065
Date of Acquisition		Mar. 08, 2001
Mason & Rook Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		2,636
Initial Cost, Buildings and Improvements		10,546
Initial Cost, Furniture, Fixtures and Equipment		0
Costs Capitalized Subsequent to Acquisition, Land	[1]	14
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	10,048
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	777
Gross Amounts at Which Carried at Close of Period, Land		2,650
Gross Amounts at Which Carried at Close of Period, Building and Improvements		20,594
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		777
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		9,573
Net Book Value		$ 14,448
Date of Acquisition		Mar. 08, 2001
The Liaison Capitol Hill [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		8,353
Initial Cost, Buildings and Improvements		33,412
Initial Cost, Furniture, Fixtures and Equipment		2,742
Costs Capitalized Subsequent to Acquisition, Land	[1]	19
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	15,453
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	22,295
Gross Amounts at Which Carried at Close of Period, Land		8,372
Gross Amounts at Which Carried at Close of Period, Building and Improvements		48,865
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		25,037
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		44,815
Net Book Value		$ 37,459
Date of Acquisition		Jun. 01, 2001
Lansdowne Resort [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		27,421
Initial Cost, Buildings and Improvements		74,835
Initial Cost, Furniture, Fixtures and Equipment		3,114
Costs Capitalized Subsequent to Acquisition, Land	[1]	33,147
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	27,818
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	29,557
Gross Amounts at Which Carried at Close of Period, Land		60,568
Gross Amounts at Which Carried at Close of Period, Building and Improvements		102,653
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		32,671
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		75,632
Net Book Value		$ 120,260
Date of Acquisition		Jun. 17, 2003
Hotel George [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		1,743
Initial Cost, Buildings and Improvements		22,221
Initial Cost, Furniture, Fixtures and Equipment		531
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	867
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	8,587
Gross Amounts at Which Carried at Close of Period, Land		1,743
Gross Amounts at Which Carried at Close of Period, Building and Improvements		23,088
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		9,118
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		14,834
Net Book Value		$ 19,115
Date of Acquisition		Sep. 18, 2003
Indianapolis Marriott Downtown [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 96,097
Initial Cost, Land		0
Initial Cost, Buildings and Improvements		96,173
Initial Cost, Furniture, Fixtures and Equipment		9,879
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	2,018
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	4,653
Gross Amounts at Which Carried at Close of Period, Land		0
Gross Amounts at Which Carried at Close of Period, Building and Improvements		98,191
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		14,532
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		51,657
Net Book Value		$ 61,066
Date of Acquisition		Feb. 10, 2004
Chaminade Resort and Conference Center [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		5,240
Initial Cost, Buildings and Improvements		13,111
Initial Cost, Furniture, Fixtures and Equipment		299
Costs Capitalized Subsequent to Acquisition, Land	[1]	24
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	9,023
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	11,338
Gross Amounts at Which Carried at Close of Period, Land		5,264
Gross Amounts at Which Carried at Close of Period, Building and Improvements		22,134
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		11,637
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		18,734
Net Book Value		$ 20,301
Date of Acquisition		Nov. 18, 2004
Hilton San Diego Gaslamp Quarter [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		5,008
Initial Cost, Buildings and Improvements		77,892
Initial Cost, Furniture, Fixtures and Equipment		2,250
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	1,353
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	11,621
Gross Amounts at Which Carried at Close of Period, Land		5,008
Gross Amounts at Which Carried at Close of Period, Building and Improvements		79,245
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		13,871
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		30,336
Net Book Value		$ 67,788
Date of Acquisition		Jan. 06, 2005
The Grafton on Sunset [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		1,882
Initial Cost, Buildings and Improvements		23,226
Initial Cost, Furniture, Fixtures and Equipment		431
Costs Capitalized Subsequent to Acquisition, Land	[1]	11
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	3,482
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	9,575
Gross Amounts at Which Carried at Close of Period, Land		1,893
Gross Amounts at Which Carried at Close of Period, Building and Improvements		26,708
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		10,006
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		11,596
Net Book Value		$ 27,011
Date of Acquisition		Jan. 10, 2005
Onyx Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		6,963
Initial Cost, Buildings and Improvements		21,262
Initial Cost, Furniture, Fixtures and Equipment		445
Costs Capitalized Subsequent to Acquisition, Land	[1]	3,561
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	211
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	3,830
Gross Amounts at Which Carried at Close of Period, Land		10,524
Gross Amounts at Which Carried at Close of Period, Building and Improvements		21,473
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		4,275
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		7,920
Net Book Value		$ 28,352
Date of Acquisition		May 18, 2005
Westin Copley Place [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 225,000
Initial Cost, Land		0
Initial Cost, Buildings and Improvements		295,809
Initial Cost, Furniture, Fixtures and Equipment		28,223
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	22,512
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	44,179
Gross Amounts at Which Carried at Close of Period, Land		0
Gross Amounts at Which Carried at Close of Period, Building and Improvements		318,321
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		72,402
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		147,104
Net Book Value		$ 243,619
Date of Acquisition		Aug. 31, 2005
Hotel Deca [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		4,938
Initial Cost, Buildings and Improvements		21,720
Initial Cost, Furniture, Fixtures and Equipment		577
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	826
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	6,131
Gross Amounts at Which Carried at Close of Period, Land		4,938
Gross Amounts at Which Carried at Close of Period, Building and Improvements		22,546
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		6,708
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		10,753
Net Book Value		$ 23,439
Date of Acquisition		Dec. 08, 2005
The Hilton San Diego Resort and Spa [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		0
Initial Cost, Buildings and Improvements		85,572
Initial Cost, Furniture, Fixtures and Equipment		4,800
Costs Capitalized Subsequent to Acquisition, Land	[1]	122
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	15,834
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	19,005
Gross Amounts at Which Carried at Close of Period, Land		122
Gross Amounts at Which Carried at Close of Period, Building and Improvements		101,406
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		23,805
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		50,559
Net Book Value		$ 74,774
Date of Acquisition		Dec. 15, 2005
The Donovan [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		11,384
Initial Cost, Buildings and Improvements		34,573
Initial Cost, Furniture, Fixtures and Equipment		0
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	36,539
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	15,540
Gross Amounts at Which Carried at Close of Period, Land		11,384
Gross Amounts at Which Carried at Close of Period, Building and Improvements		71,112
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		15,540
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		38,000
Net Book Value		$ 60,036
Date of Acquisition		Dec. 16, 2005
Le Parc Suite Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		13,971
Initial Cost, Buildings and Improvements		31,742
Initial Cost, Furniture, Fixtures and Equipment		2,741
Costs Capitalized Subsequent to Acquisition, Land	[1]	3
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	2,322
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	9,952
Gross Amounts at Which Carried at Close of Period, Land		13,974
Gross Amounts at Which Carried at Close of Period, Building and Improvements		34,064
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		12,693
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		18,658
Net Book Value		$ 42,073
Date of Acquisition		Jan. 27, 2006
Westin Michigan Avenue [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 131,262
Initial Cost, Land		38,158
Initial Cost, Buildings and Improvements		154,181
Initial Cost, Furniture, Fixtures and Equipment		24,112
Costs Capitalized Subsequent to Acquisition, Land	[1]	17
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	17,572
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	28,670
Gross Amounts at Which Carried at Close of Period, Land		38,175
Gross Amounts at Which Carried at Close of Period, Building and Improvements		171,753
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		52,782
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		85,046
Net Book Value		$ 177,664
Date of Acquisition		Mar. 01, 2006
Hotel Chicago [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		9,403
Initial Cost, Buildings and Improvements		104,148
Initial Cost, Furniture, Fixtures and Equipment		889
Costs Capitalized Subsequent to Acquisition, Land	[1]	155
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	27,566
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	28,661
Gross Amounts at Which Carried at Close of Period, Land		9,558
Gross Amounts at Which Carried at Close of Period, Building and Improvements		131,714
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		29,550
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		57,572
Net Book Value		$ 113,250
Date of Acquisition		Mar. 01, 2006
Alexis Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		6,581
Initial Cost, Buildings and Improvements		31,062
Initial Cost, Furniture, Fixtures and Equipment		578
Costs Capitalized Subsequent to Acquisition, Land	[1]	13
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	10,421
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	8,629
Gross Amounts at Which Carried at Close of Period, Land		6,594
Gross Amounts at Which Carried at Close of Period, Building and Improvements		41,483
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		9,207
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		19,488
Net Book Value		$ 37,796
Date of Acquisition		Jun. 15, 2006
Hotel Solamar [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		0
Initial Cost, Buildings and Improvements		79,111
Initial Cost, Furniture, Fixtures and Equipment		7,890
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	415
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	8,111
Gross Amounts at Which Carried at Close of Period, Land		0
Gross Amounts at Which Carried at Close of Period, Building and Improvements		79,526
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		16,001
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		28,993
Net Book Value		$ 66,534
Date of Acquisition		Aug. 01, 2006
Gild Hall [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		6,732
Initial Cost, Buildings and Improvements		45,016
Initial Cost, Furniture, Fixtures and Equipment		984
Costs Capitalized Subsequent to Acquisition, Land	[1]	2
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	3,157
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	10,282
Gross Amounts at Which Carried at Close of Period, Land		6,734
Gross Amounts at Which Carried at Close of Period, Building and Improvements		48,173
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		11,266
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		22,438
Net Book Value		$ 43,735
Date of Acquisition		Nov. 17, 2006
Hotel Amarano Burbank [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		5,982
Initial Cost, Buildings and Improvements		29,292
Initial Cost, Furniture, Fixtures and Equipment		1,253
Costs Capitalized Subsequent to Acquisition, Land	[1]	329
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	6,394
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	7,700
Gross Amounts at Which Carried at Close of Period, Land		6,311
Gross Amounts at Which Carried at Close of Period, Building and Improvements		35,686
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		8,953
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		12,478
Net Book Value		$ 38,472
Date of Acquisition		Dec. 19, 2006
Sofitel Washington, DC Lafayette Square [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		11,082
Initial Cost, Buildings and Improvements		80,342
Initial Cost, Furniture, Fixtures and Equipment		2,619
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	409
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	13,344
Gross Amounts at Which Carried at Close of Period, Land		11,082
Gross Amounts at Which Carried at Close of Period, Building and Improvements		80,751
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		15,963
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		19,005
Net Book Value		$ 88,791
Date of Acquisition		Mar. 01, 2010
The Marker San Francisco [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		11,435
Initial Cost, Buildings and Improvements		53,186
Initial Cost, Furniture, Fixtures and Equipment		3,736
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	1,884
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	9,375
Gross Amounts at Which Carried at Close of Period, Land		11,435
Gross Amounts at Which Carried at Close of Period, Building and Improvements		55,070
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		13,111
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		14,400
Net Book Value		$ 65,216
Date of Acquisition		Sep. 01, 2010
Westin Philadelphia [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		35,100
Initial Cost, Buildings and Improvements		106,100
Initial Cost, Furniture, Fixtures and Equipment		3,776
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	817
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	9,589
Gross Amounts at Which Carried at Close of Period, Land		35,100
Gross Amounts at Which Carried at Close of Period, Building and Improvements		106,917
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		13,365
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		20,591
Net Book Value		$ 134,791
Date of Acquisition		Sep. 01, 2010
Embassy Suites Philadelphia - Center City [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		13,600
Initial Cost, Buildings and Improvements		62,900
Initial Cost, Furniture, Fixtures and Equipment		2,504
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	2,135
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	5,011
Gross Amounts at Which Carried at Close of Period, Land		13,600
Gross Amounts at Which Carried at Close of Period, Building and Improvements		65,035
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		7,515
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		14,472
Net Book Value		$ 71,678
Date of Acquisition		Sep. 01, 2010
The Roger [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 58,935
Initial Cost, Land		0
Initial Cost, Buildings and Improvements		95,079
Initial Cost, Furniture, Fixtures and Equipment		3,509
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	(138)
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	12,052
Gross Amounts at Which Carried at Close of Period, Land		0
Gross Amounts at Which Carried at Close of Period, Building and Improvements		94,941
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		15,561
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		26,265
Net Book Value		$ 84,237
Date of Acquisition		Oct. 06, 2010
Chamberlain West Hollywood [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		6,470
Initial Cost, Buildings and Improvements		29,085
Initial Cost, Furniture, Fixtures and Equipment		2,895
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	303
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	3,994
Gross Amounts at Which Carried at Close of Period, Land		6,470
Gross Amounts at Which Carried at Close of Period, Building and Improvements		29,388
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		6,889
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		8,120
Net Book Value		$ 34,627
Date of Acquisition		Dec. 06, 2010
Viceroy Santa Monica [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		0
Initial Cost, Buildings and Improvements		75,270
Initial Cost, Furniture, Fixtures and Equipment		4,747
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	390
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	4,582
Gross Amounts at Which Carried at Close of Period, Land		0
Gross Amounts at Which Carried at Close of Period, Building and Improvements		75,660
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		9,329
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		15,650
Net Book Value		$ 69,339
Date of Acquisition		Mar. 16, 2011
Villa Florence [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		12,413
Initial Cost, Buildings and Improvements		50,997
Initial Cost, Furniture, Fixtures and Equipment		3,202
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	0
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	9,864
Gross Amounts at Which Carried at Close of Period, Land		12,413
Gross Amounts at Which Carried at Close of Period, Building and Improvements		50,997
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		13,066
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		10,273
Net Book Value		$ 66,203
Date of Acquisition		Oct. 05, 2011
Park Central Hotel New York/WestHouse Hotel New York [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		135,306
Initial Cost, Buildings and Improvements		250,262
Initial Cost, Furniture, Fixtures and Equipment		9,004
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	38,270
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	49,434
Gross Amounts at Which Carried at Close of Period, Land		135,306
Gross Amounts at Which Carried at Close of Period, Building and Improvements		288,532
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		58,438
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		56,922
Net Book Value		$ 425,354
Date of Acquisition		Dec. 29, 2011
Hotel Palomar, Washington, DC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		26,859
Initial Cost, Buildings and Improvements		111,214
Initial Cost, Furniture, Fixtures and Equipment		5,648
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	782
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	4,759
Gross Amounts at Which Carried at Close of Period, Land		26,859
Gross Amounts at Which Carried at Close of Period, Building and Improvements		111,996
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		10,407
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		15,768
Net Book Value		$ 133,494
Date of Acquisition		Mar. 08, 2012
L'Auberge Del Mar [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		13,475
Initial Cost, Buildings and Improvements		59,481
Initial Cost, Furniture, Fixtures and Equipment		3,628
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	19
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	2,012
Gross Amounts at Which Carried at Close of Period, Land		13,475
Gross Amounts at Which Carried at Close of Period, Building and Improvements		59,500
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		5,640
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		7,176
Net Book Value		$ 71,439
Date of Acquisition		Dec. 06, 2012
The Liberty Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		0
Initial Cost, Buildings and Improvements		160,731
Initial Cost, Furniture, Fixtures and Equipment		9,040
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	263
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	3,980
Gross Amounts at Which Carried at Close of Period, Land		0
Gross Amounts at Which Carried at Close of Period, Building and Improvements		160,994
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		13,020
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		18,005
Net Book Value		$ 156,009
Date of Acquisition		Dec. 28, 2012
Harbor Court Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		0
Initial Cost, Buildings and Improvements		54,563
Initial Cost, Furniture, Fixtures and Equipment		714
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	22
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	288
Gross Amounts at Which Carried at Close of Period, Land		0
Gross Amounts at Which Carried at Close of Period, Building and Improvements		54,585
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		1,002
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		4,156
Net Book Value		$ 51,431
Date of Acquisition		Aug. 01, 2013
Hotel Triton [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		0
Initial Cost, Buildings and Improvements		37,253
Initial Cost, Furniture, Fixtures and Equipment		1,379
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	(3,188)
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	617
Gross Amounts at Which Carried at Close of Period, Land		0
Gross Amounts at Which Carried at Close of Period, Building and Improvements		34,065
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		1,996
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		3,301
Net Book Value		$ 32,760
Date of Acquisition		Aug. 01, 2013
Serrano Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		20,475
Initial Cost, Buildings and Improvements		48,501
Initial Cost, Furniture, Fixtures and Equipment		2,500
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	173
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	648
Gross Amounts at Which Carried at Close of Period, Land		20,475
Gross Amounts at Which Carried at Close of Period, Building and Improvements		48,674
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		3,148
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		4,974
Net Book Value		$ 67,323
Date of Acquisition		Aug. 21, 2013
Southernmost Beach Resort Key West [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		101,517
Initial Cost, Buildings and Improvements		79,795
Initial Cost, Furniture, Fixtures and Equipment		3,105
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	1,328
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	2,438
Gross Amounts at Which Carried at Close of Period, Land		101,517
Gross Amounts at Which Carried at Close of Period, Building and Improvements		81,123
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		5,543
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		6,727
Net Book Value		$ 181,456
Date of Acquisition		Aug. 27, 2013
Hotel Vitale [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		0
Initial Cost, Buildings and Improvements		125,150
Initial Cost, Furniture, Fixtures and Equipment		4,766
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	(172)
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	344
Gross Amounts at Which Carried at Close of Period, Land		0
Gross Amounts at Which Carried at Close of Period, Building and Improvements		124,978
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		5,110
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		7,173
Net Book Value		$ 122,915
Date of Acquisition		Apr. 02, 2014
The Heathman Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		10,280
Initial Cost, Buildings and Improvements		50,001
Initial Cost, Furniture, Fixtures and Equipment		4,002
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	(174)
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	121
Gross Amounts at Which Carried at Close of Period, Land		10,280
Gross Amounts at Which Carried at Close of Period, Building and Improvements		49,827
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		4,123
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		2,051
Net Book Value		$ 62,179
Date of Acquisition		Dec. 18, 2014
Park Central San Francisco [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		80,640
Initial Cost, Buildings and Improvements		255,105
Initial Cost, Furniture, Fixtures and Equipment		14,057
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	41
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	976
Gross Amounts at Which Carried at Close of Period, Land		80,640
Gross Amounts at Which Carried at Close of Period, Building and Improvements		255,146
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		15,033
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		8,538
Net Book Value		$ 342,281
Date of Acquisition		Jan. 23, 2015
The Marker Waterfront Resort [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances		$ 0
Initial Cost, Land		48,133
Initial Cost, Buildings and Improvements		41,143
Initial Cost, Furniture, Fixtures and Equipment		6,656
Costs Capitalized Subsequent to Acquisition, Land	[1]	0
Costs Capitalized Subsequent to Acquisition, Building and Improvements	[1]	0
Costs Capitalized Subsequent to Acquisition, Furniture, Fixtures and Equipment	[1]	48
Gross Amounts at Which Carried at Close of Period, Land		48,133
Gross Amounts at Which Carried at Close of Period, Building and Improvements		41,143
Gross Amounts at Which Carried at Close of Period, Furniture, Fixtures and Equipment		6,704
Gross Amounts at Which Carried at Close of Period, Accumulated Depreciation		1,771
Net Book Value		$ 94,209
Date of Acquisition		Mar. 16, 2015
Minimum [Member] | Le Montrose Suite Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | San Diego Paradise Point Resort And Spa [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Hyatt Regency Boston Harbor [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Topaz Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Hotel Madera [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Hotel Rouge [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Mason & Rook Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | The Liaison Capitol Hill [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Lansdowne Resort [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Hotel George [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Indianapolis Marriott Downtown [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Chaminade Resort and Conference Center [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Hilton San Diego Gaslamp Quarter [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | The Grafton on Sunset [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Onyx Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Westin Copley Place [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Hotel Deca [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | The Hilton San Diego Resort and Spa [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | The Donovan [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Le Parc Suite Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Westin Michigan Avenue [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Hotel Chicago [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Alexis Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Hotel Solamar [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Gild Hall [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Hotel Amarano Burbank [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Sofitel Washington, DC Lafayette Square [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | The Marker San Francisco [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Westin Philadelphia [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Embassy Suites Philadelphia - Center City [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | The Roger [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Chamberlain West Hollywood [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Viceroy Santa Monica [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Villa Florence [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Park Central Hotel New York/WestHouse Hotel New York [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Hotel Palomar, Washington, DC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | L'Auberge Del Mar [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | The Liberty Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Harbor Court Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Hotel Triton [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Serrano Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Southernmost Beach Resort Key West [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Hotel Vitale [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | The Heathman Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | Park Central San Francisco [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Minimum [Member] | The Marker Waterfront Resort [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		3 years
Maximum [Member] | Le Montrose Suite Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | San Diego Paradise Point Resort And Spa [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Hyatt Regency Boston Harbor [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Topaz Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Hotel Madera [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Hotel Rouge [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Mason & Rook Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | The Liaison Capitol Hill [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Lansdowne Resort [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Hotel George [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Indianapolis Marriott Downtown [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Chaminade Resort and Conference Center [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Hilton San Diego Gaslamp Quarter [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | The Grafton on Sunset [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Onyx Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Westin Copley Place [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Hotel Deca [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | The Hilton San Diego Resort and Spa [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | The Donovan [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Le Parc Suite Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Westin Michigan Avenue [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Hotel Chicago [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Alexis Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Hotel Solamar [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Gild Hall [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Hotel Amarano Burbank [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Sofitel Washington, DC Lafayette Square [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | The Marker San Francisco [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Westin Philadelphia [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Embassy Suites Philadelphia - Center City [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | The Roger [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Chamberlain West Hollywood [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Viceroy Santa Monica [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Villa Florence [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Park Central Hotel New York/WestHouse Hotel New York [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Hotel Palomar, Washington, DC [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | L'Auberge Del Mar [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | The Liberty Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Harbor Court Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Hotel Triton [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Serrano Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Southernmost Beach Resort Key West [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Hotel Vitale [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | The Heathman Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | Park Central San Francisco [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years
Maximum [Member] | The Marker Waterfront Resort [Member]
Real Estate and Accumulated Depreciation [Line Items]
Life on which Depreciation in Statement of Operations is Computed		40 years

[1] Costs of disposals, impairments and reclassifications to property under development are reflected as reductions to cost capitalized subsequent to acquisition. Reclassifications from property under development are reflected as increases to cost capitalized subsequent to acquisition.

XML

Reconciliation of Real Estate and Accumulated Depreciation Reconciliation of Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Reconciliation of Real Estate [Abstract]
Beginning Balance	$ 4,494,074	$ 4,351,073	$ 3,885,289
Acquisition of hotel properties	445,734	194,198	349,802
Improvements and additions to hotel properties	93,599	66,706	108,034
Reclassification from property under develoment	30,343	14,163	16,317
Disposal of hotels		(130,846)
Disposal of assets	(16,488)	(1,220)	(8,369)
Ending Balance	5,047,262	4,494,074	4,351,073
Reconciliation of Accumulated Depreciation [Abstract]
Beginning Balance	1,065,518	967,885	832,245
Depreciation	(180,346)	154,585	143,560
Disposals of hotels		(56,130)
Disposal of assets	(16,278)	(822)	(7,920)
Ending Balance	$ 1,229,586	$ 1,065,518	$ 967,885