---

---

---

•	"our company," "we," "us" and "our" refer to RLJ Lodging Trust, a Maryland real estate investment trust, together with its consolidated subsidiaries, including RLJ Lodging Trust, L.P., a Delaware limited partnership, which we refer to as "our operating partnership";

•

"our predecessor" collectively refers to RLJ Development, LLC ("RLJ Development"), and two lodging-focused private equity funds that were sponsored and managed by RLJ Development, RLJ Lodging Fund II, L.P. (and its parallel fund), (collectively, "Fund II"), and RLJ Real Estate Fund III, L.P. (and its parallel fund), (collectively, "Fund III"), all of which were entities under the common control of Robert L. Johnson, our Executive Chairman;

•	"our hotels" refers to the 126 hotels owned by us as of December 31, 2015;

•

a "compact full-service hotel" typically refers to any hotel with (1) less than 300 guestrooms and less than 12,000 square feet of meeting space or (2) more than 300 guestrooms where, unlike traditional full-service hotels, the operations focus primarily on the rental of guestrooms such that a significant majority of its total revenue is generated from room rentals rather than other sources, such as food and beverage;

•

a "focused-service hotel" typically refers to any hotel where the operations focus primarily on the rental of guestrooms and that offers services and amenities to a lesser extent than a typical full-service or compact full-service hotel. For example, a focused-service hotel may have a restaurant, but, unlike a restaurant in a typical full-service or compact full-service hotel, it may not offer three meals per day and may not offer room service. In addition, a focused-service hotel differs from a compact full-service hotel in that it typically has less than 2,000 square feet of meeting space, if any at all;

•	"TRS" refers to each of our taxable REIT subsidiaries that are wholly-owned, directly or indirectly, by our operating partnership and any disregarded subsidiaries of our TRSs;

•	"Average Daily Rate" ("ADR") represents total hotel room revenues divided by total number of rooms sold in a given period;

•	"Occupancy" represents the total number of hotel rooms sold in a given period divided by the total number of rooms available;

•	"Revenue Per Available Room" ("RevPAR") is the product of ADR and Occupancy; and

•	"RevPAR penetration index" of our hotels is the measure of each hotel's RevPAR in relation to the average RevPAR of that hotel's competitive set. Each hotel's competitive set consists of a small group of hotels in the relevant market that

---

---

•	Owners — own the hotel and typically enter into a management agreement for an independent third party to manage the hotel. The hotel properties may be branded and operated under the manager’s brand or branded under a separate franchise agreement.

•	Franchisors — own a brand or brands and provide their hotels with brand recognition, marketing support and worldwide reservation systems for the franchised hotels.

•	Managers — responsible for the day-to-day operation of the hotel, including the employment of the hotel staff, the determination of room rates, the development of sales and marketing plans, the preparation of operating and capital expenditures budgets and the preparation of financial reports for the owner.

•

Targeted ownership of premium-branded, focused-service and compact full-service hotels.  We believe that premium-branded, focused-service hotels have the potential to generate attractive returns relative to other types of hotels due to their ability to achieve RevPAR levels at or close to those generated by traditional full-service hotels, while achieving higher profit margins due to their more efficient operating model and less volatile cash flows. We also may acquire compact full-service hotels which have operating characteristics that resemble those of focused-service hotels.

•

Use of premium hotel brands.  We believe in affiliating our hotels with premium brands owned by leading international franchisors such as Marriott, Hilton and Hyatt. We target hotels affiliated with premium brands such as Courtyard by Marriott, Residence Inn by Marriott, Hilton Garden Inn and Hyatt House. We believe that utilizing premium brands provides significant advantages because of their guest loyalty programs, worldwide reservation systems, effective product segmentation, global distribution and strong customer awareness.

•	Focus on high-growth markets.  We focus on owning and acquiring hotels in markets that we believe have multiple demand generators and high barriers to entry. As a result, we believe that these hotels generate higher returns on investment.

---

•

Maximize returns from our hotels.  We believe that our hotels have the potential to generate significant improvements in RevPAR and earnings before interest, taxes, depreciation and amortization ("EBITDA") as a result of our proactive asset management and the anticipated economic growth in the United States. We actively monitor and advise our third-party hotel management companies on most aspects of our hotels' operations, including property positioning, physical design, capital planning and investment, guest experience and overall strategic direction. We regularly review opportunities to further invest in our hotels in an effort to enhance the quality and attractiveness of our hotels, increase their long-term value and generate attractive returns on investment.

•	Pursue a disciplined hotel acquisition strategy.  We seek to acquire additional hotels at prices below replacement cost where we believe we can generate attractive returns on investment. We intend to target acquisition opportunities where we can enhance value by pursuing proactive investment strategies such as renovation, repositioning or rebranding.

•

Pursue a disciplined capital recycling program.  We intend to continue to pursue a disciplined capital allocation strategy designed to maximize the value of our investments by selectively selling hotels that are no longer consistent with our investment strategy or whose returns appear to have been maximized. To the extent that we sell hotels, we intend to redeploy the capital into higher yielding investments including acquisition and investment opportunities that we believe will achieve higher returns as well as repurchasing our shares on an opportunistic basis.

---

---

---

---

---

---

---

---

---

•	our cash flows from operations may be insufficient to make required payments of principal and interest;

•	we may be required to use a substantial portion of our cash flows to pay principal and interest, which would reduce the cash available for distributions to our shareholders;

•	we may be at a competitive disadvantage compared to our competitors that have less debt;

•	we may be vulnerable to economic volatility, particularly if growth were to slow or stall and reduce our flexibility to respond to difficult economic conditions;

•	the terms of any refinancing may not be in the same amount or on terms as favorable as the terms of the debt being refinanced; and

•	the use of leverage could adversely affect our ability to borrow more money for operations, capital improvements, to finance future acquisitions or to make distributions to our shareholders and could adversely affect the market price of our common shares.

•	interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;

•	available interest rate hedges may not correspond directly with the interest rate risk for which protection is sought;

•	the duration of the hedge may not match the duration of the related liability;

•	the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction; and

---

•	the hedging counterparty owing money in the hedging transaction may default on its obligation to pay.

---

•	we may not have exclusive control over the development, financing, leasing, management and other aspects of the hotel or joint venture, which may prevent us from taking actions that are in our best interest but opposed by our partners;

•	joint venture agreements often restrict the transfer of a partner's interest or may otherwise restrict our ability to sell the interest when we desire or on advantageous terms;

•	joint venture agreements may contain buy-sell provisions pursuant to which one partner may initiate procedures requiring the other partner to choose between buying the other partner's interest or selling its interest to that partner;

•	a partner may, at any time, have economic or business interests or goals that are, or that may become, inconsistent with our business interests or goals;

•	a partner may fail to fund its share of required capital contributions or may become bankrupt, which would mean that we and any other remaining partners generally would remain liable for the joint venture's liabilities; or

•	we may, in certain circumstances, be liable for the actions of a partner, and the activities of a partner could adversely affect our ability to qualify as a REIT, even though we do not control the joint venture.

•	competition from other lodging industry participants in the markets in which we operate;

•	over-building of hotels in the markets in which we operate, which results in increased supply and will adversely affect occupancy and revenues at our hotels;

•	dependence on business and leisure travelers;

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

•	increases in energy costs and other expenses affecting travel, which may affect travel patterns and reduce the number of business and leisure travelers;

---

•	requirements for periodic capital reinvestment to repair and upgrade hotels;

•	increases in operating costs due to inflation and other factors that may not be offset by increased room rates;

•	changes in interest rates;

•	changes in the availability, cost and terms of financing;

•	changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances;

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

•	unforeseen events beyond our control, such as terrorist attacks, travel-related health concerns, including pandemics and epidemics, imposition of taxes or surcharges by regulatory authorities, travel-related accidents and unusual weather patterns, including natural disasters such as hurricanes, tsunamis or earthquakes;

•	adverse effects of worsening conditions in the lodging industry; and

•	risks generally associated with the ownership of hotels and real estate, as we discuss in detail below.

•	we may abandon such activities and may be unable to recover expenses already incurred in connection with exploring such opportunities;

---

•	acquired, redeveloped, renovated or re-branded hotels may not initially be accretive to our results of operations, and we and the hotel management companies may not successfully manage newly acquired, renovated, redeveloped, repositioned or re-branded hotels to meet our expectations;

•	we may be unable to quickly, effectively and efficiently integrate new acquisitions, particularly acquisitions of portfolios of hotels, into our existing operations;

•	our redevelopment, repositioning, renovation or re-branding activities may not be completed on schedule, which could result in increased debt service and other costs and lower revenues; and

•	management attention may be diverted by our acquisition, redevelopment, repositioning or rebranding activities, which in some cases may turn out to be less compatible with our growth strategy than originally anticipated.

---

---

•

"business combination" provisions that, subject to limitations, prohibit certain business combinations between us and an "interested shareholder" (defined generally as any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our voting shares or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting shares at any time within the two-year period immediately prior to the date in question) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter impose fair price and/or supermajority and shareholder voting requirements on these combinations; and

•

"control share" provisions that provide that "control shares" of our company (defined as voting shares that, when aggregated with other shares controlled by the 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 issued and outstanding "control shares") have no voting rights except to the extent approved by our 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.

---

•	actual receipt of an improper benefit or profit in money, property or services; or

•	active and deliberate dishonesty by the trustee or officer that was established by a final judgment as being material to the cause of action adjudicated.

---

---

---

---

---

---

---

---

•	actual or anticipated differences in our operating results, liquidity, or financial condition;

•	changes in our revenues, EBITDA, FFO or earnings estimates;

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

•	additions and departures of key personnel;

•	the performance and market valuations of other similar companies;

•	the passage of legislation or other regulatory developments that adversely affect us or our industry;

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

•	speculation in the press or investment community;

•	changes in accounting principles;

•	terrorist acts; and

•	general market and economic conditions, including factors unrelated to our operating performance.

---

---

(1)	This hotel is owned through a joint venture in which we own a 98.3% economic interest. We are the managing member of this joint venture and control all material decisions related to this hotel. Our joint venture partner is affiliated with the hotel's property manager.

---

---

---

---

---

---

---

(1)	The maximum number of shares that may yet be repurchased under the stock repurchase plan is calculated by dividing the total dollar amount available to repurchase shares by the closing price of our common shares on the last business day of the respective month.

---

---

(1)	Income (loss) allocated to noncontrolling interest in our operating partnership has been excluded from the numerator, and OP units of our operating partnership have been omitted from the denominator, since the effect of including these amounts in the numerator and denominator would have no impact.

---

•

Average Daily Rate ("ADR") — ADR represents total hotel room revenues divided by the total number of rooms sold in a given period. ADR measures average room price attained by a hotel and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. We use ADR to assess the pricing levels that we are able to generate, as changes in rates have a greater impact on operating margins and profitability than changes in occupancy.

•	Occupancy — Occupancy represents the total number of hotel rooms sold in a given period divided by the total number of rooms available. Occupancy measures the utilization of our hotels' available capacity. We use occupancy to measure demand at a specific hotel or group of hotels in a given period. Additionally, occupancy levels help us determine achievable ADR levels.

•	Revenue Per Available Room ("RevPAR") — RevPAR is the product of ADR and occupancy. RevPAR does not include non-room revenues such as food and beverage revenue or other operating department revenue. We use

---

•	Demand — The demand for lodging, especially business travel, generally fluctuates with the overall economy. Historically, periods of declining demand are followed by extended periods of relatively strong demand, which typically occurs during the growth phase of the lodging cycle.

•	Supply — The development of new hotels is driven largely by construction costs, the availability of financing and expected performance of existing hotels and other lodging options.

---

•	Revenue — Substantially all of our revenue is derived from the operation of hotels. Specifically, our revenue is comprised of:

◦	Room revenue — Occupancy and ADR are the major drivers of room revenue. Room revenue accounts for the substantial majority of our total revenue.

◦	Food and beverage revenue — Occupancy, the nature of the property and the type of customer staying at the hotel are the major drivers of food and beverage revenue (i.e., group business typically generates more food and beverage revenue through catering functions as compared to transient business, which may or may not utilize the hotel's food and beverage outlets).

◦	Other operating department revenue — Occupancy and the nature of the property are the main drivers of other ancillary revenue, such as telephone, parking and other guest services. Some hotels, due to the limited focus of the services offered and size or space limitations, may not have facilities that generate other operating department revenue.

•	Property Operating Expense — The following presents the components of our property operating expenses:

◦	Room expense — These costs include housekeeping and front office wages and payroll taxes, reservation systems, room supplies, laundry services and other costs. Like room revenue, occupancy is the major driver of room expense. These costs can increase based on increases in salaries and wages, as well as the level of service and amenities that are provided.

◦	Food and beverage expense — These expenses primarily include food, beverage and labor costs. Occupancy and the type of customer staying at the hotel (i.e., catered functions are generally more profitable than restaurant, bar or other on-property food and beverage outlets) are the major drivers of food and beverage expense, which correlates closely with food and beverage revenue.

◦

Management and franchise fee expense — Base management fees are computed as a percentage of gross revenue. Incentive management fees generally are paid when operating profits exceed certain threshold levels. Franchise fees are based on a percentage of room revenue and for certain hotels additional franchise fees are charged for food and beverage revenue. See "Our Properties — Our Hotel Management Agreements" and "Our Properties — Franchise Agreements."

◦	Other operating expense — These expenses include labor and other costs associated with the other operating department revenue, as well as labor and other costs associated with administrative departments, sales and marketing, repairs and maintenance and utility costs.

•	Purchased three hotel properties for an aggregate purchase price of $175.9 million;

•	Sold 23 hotel properties for an aggregate sale price of $252.5 million and a gain on sale of $28.4 million;

•	Completed two major redevelopment projects in San Francisco and Houston;

•	Repurchased 8.0 million common shares for $225.2 million at an average per share price of $27.99; and

•	Declared cash dividends of $1.32 per share for the year, an increase of 26.9% over the cash dividends declared in 2014.

---

---

---

---

---

---

---

---

(1)	Includes net income from discontinued operations for the year ended December 31, 2013.

(2)	Includes the gain on extinguishment of indebtedness from the SpringHill Suites Southfield, Michigan and Courtyard Goshen, Indiana.

(3)	Includes depreciation and amortization expense allocated to the noncontrolling interest in joint venture.

(4)	Includes depreciation and amortization expense from discontinued operations.

(5)	Reflects the non-cash portion of income tax benefit (expense) related to the release of a valuation allowance.

(6)	Represents debt extinguishment costs and accelerated amortization of deferred financing costs.

(7)	Represents legal and other expenses outside the normal course of operations.

---

(1)	Includes net income from discontinued operations for the year ended December 31, 2013.

(2)	Excludes amounts attributable to investment in loans of $1.5 million, $1.2 million and $1.6 million for the years ended December 31, 2015, 2014 and 2013, respectively.

(3)	Includes depreciation, amortization and interest expense allocated to the noncontrolling interest in joint venture.

(4)	Includes depreciation, amortization and interest expense related to discontinued operations.

(5)	Includes the gain on extinguishment of indebtedness from the SpringHill Suites Southfield, Michigan and Courtyard Goshen, Indiana.

(6)	Represents legal and other expenses outside the normal course of operations.

•	recurring maintenance and capital expenditures necessary to maintain our hotel properties in accordance with brand standards;

---

•	interest expense and scheduled principal payments on outstanding indebtedness; and

•	distributions necessary to qualify for taxation as a REIT.

---

---

(1)	Amounts include principal and interest payments. Interest payments have been included in the long-term debt obligations based on the interest rate at December 31, 2015, considering the effect of interest rate swaps.

(2)	Amounts include principal and interest payments. 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.

---

---

(1)	Excludes $1.2 million related to a fair value adjustment of $1.3 million on mortgage debt assumed in conjunction with an acquisition, net of accumulated amortization of $0.1 million.

(2)	The weighted average interest rate gives effect to interest rate swaps, as applicable.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

(1)

In November 2011, the Company elected to cease the subsidization of debt service on the mortgage loan secured by the SpringHill Suites Southfield, Michigan. In January 2012, the Company received notice of an event of default for failure to make the required monthly payments. Under the terms of the mortgage loan, the lender received the monthly net cash from operations from the hotel. In December 2012, the Company entered into a deed in lieu of foreclosure agreement with the lender, providing for a consensual transfer of the property to the lender or its designee.  On May 30, 2013, the Company transferred title to the hotel to the lender pursuant to the deed in lieu of foreclosure arrangement.  The Company recorded a gain on extinguishment of indebtedness of approximately $2.4 million to discontinued operations at that time.

(2)

In November 2011, the Company elected to cease the subsidization of debt service on the mortgage loan secured by the Courtyard Goshen, Indiana.  In December 2011, the Company received notice of an event of default for failure to make the required monthly payments. In May 2012, a receiver took control of the property for the benefit of the lender of the mortgage loan. On August 28, 2013, the property was sold at a foreclosure auction and was purchased by an affiliate of the lender. The Company recorded a gain on extinguishment of indebtedness of approximately $3.3 million to discontinued operations at that time.

---

•	$300.0 million revolving credit facility with a scheduled maturity date of November 20, 2016 with a one-year extension option if certain conditions are satisfied (the "Revolver");

•	$400.0 million term loan with a scheduled maturity date of August 27, 2018 (the "2013 Five-Year Term Loan");

•	$400.0 million term loan with a scheduled maturity date of March 20, 2019 (which was originally scheduled to mature in 2017) (the "2012 Five-Year Term Loan");

•	$225.0 million term loan with a scheduled maturity date of November 20, 2019 (the "2012 Seven-Year Term Loan"); and

•	$150.0 million term loan with a scheduled maturity date of January 22, 2022 (the "2014 Seven-Year Term Loan").

---

(1)	Interest rate at December 31, 2015 gives effect to interest rate hedges.

(2)	At December 31, 2015 there was $300.0 million of borrowing capacity on the Revolver.

(1)	Interest rate at December 31, 2015 gives effect to interest rate hedges.

(2)	The five hotels encumbered by the PNC Bank loan are cross-collateralized.

(3)	Requires payments of interest only until the commencement of the extension period(s).

(4)	Maturity date may be extended for one one-year term at the Company’s option, subject to certain lender requirements.

(5)	Two of the four hotels encumbered by the Wells Fargo loans are cross-collateralized.

(6)	Maturity date may be extended for four one-year terms at the Company’s option, subject to certain lender requirements.

(7)	Includes $1.2 million at December 31, 2015 related to a fair value adjustment of $1.3 million on mortgage debt assumed in conjunction with an acquisition, net of accumulated amortization of $0.1 million.

---

(1)	Excludes $1.2 million related to a fair value adjustment of $1.3 million on mortgage debt assumed in conjunction with an acquisition, net of accumulated amortization of $0.1 million.

---

(1)	Effective between the maturity of the existing swap in November 2017 and the maturity of the debt in March 2019.

(2)	Effective between the maturity of the existing swaps in September 2018 and the maturity of the debt in September 2020.

---

•	Level 1 — Inputs include quoted market prices in an active market for identical assets or liabilities.

•	Level 2 — Inputs are market data, other than Level 1, that are observable either directly or indirectly.  Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data.

•	Level 3 — Inputs are unobservable and corroborated by little or no market data.

•	Cash and cash equivalents, restricted cash reserves, hotel and other receivables, accounts payable and other liabilities - The carrying amounts reported in the consolidated balance sheets for these financial instruments approximate fair value because of their short term maturities.

•

Variable rate mortgage loans and borrowings under the Revolver and Term Loans - The carrying amounts reported in the consolidated balance sheets for these financial instruments approximate fair value as they bear interest at market rates.  The Company determined that its variable rate mortgage loans and borrowings under the Revolver and Term Loans are classified in Level 3 of the fair value hierarchy.

•

Fixed rate mortgage loans - The fair value estimated at December 31, 2015 and 2014 of $34.7 million and $171.1 million, respectively, is calculated based on the net present value of the payments over the term of the loans using estimated market rates for similar mortgage loans with similar terms and loan-to-value ratios. As a result, the Company determined that its fixed rate mortgage loans in their entirety are classified in Level 3 of the fair value hierarchy.  The carrying value of the fixed rate mortgage loans at December 31, 2015 and 2014 was $34.5 million and $165.7 million, respectively.

---

---

---

---

---

(1)	For the years ended December 31, 2015, 2014 and 2013, respectively, 5,008, 4,347 and 5,357 unrestricted shares were issued in lieu of cash compensation to non-employee trustees at a weighted average grant date fair value of $26.43, $29.31 and $23.20, respectively.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore, Jr. Title: President and CEO

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore Jr. Title: President and CEO

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore Jr. Title: President and Treasurer

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore Jr. Title: President and Treasurer

---

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore Jr. Title: President and CEO

---

By:	/s/ Mark F. Monahan

---

By:	/s/ Katie Chowdhry     Name: Katie Chowdhry      Title: Assistant Vice President

---

By:	/s/ Suzanne E. Pickett     Name: Suzanne E. Pickett     Title: Vice President

---

By:	/s/ T. Barrett Vawter     Name: T. Barrett Vawter     Title: Vice President

---

By:	/s/ Frederick H. Denecke     Name: Frederick H. Denecke     Title: Senior Vice President

---

By:	/s/ Don Byerly     Name: Don Byerly     Title: Senior Vice President

---

By:	/s/ Joshua Freedman     Name: Joshua Freedman     Title: Authorized Signatory

---

By:	/s/ Christine Aharonian     Name: Christine Aharonian      Title: Vice President

---

By:	/s/ James M. Armstrong     Name: James M. Armstrong      Title: Senior Vice President

---

By:	/s/ Chade Hale     Name: Chad Hale     Title: Director & Execution Head, REGAL

---

---

---

---

---

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore, Jr. Title: President and CEO

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore, Jr. Title: President and Treasurer

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore, Jr. Title: President and Treasurer

---

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore, Jr. Title: President and CEO

---

By:	/s/ Mark F. Monahan         Name: Mark F. Monahan     Title: Senior Vice President

---

By:	/s/ Suzanne E. Pickett     Name: Suzanne E. Pickett      Title: Vice President

---

By:	/s/ Katie Chowdhry     Name: Katie Chowdhry Title: Assistant Vice President

---

By:	/s/ Jeffrey S. Geifman     Name: Jeffrey S. Geifman      Title: Senior Vice President

---

By:	/s/ Don Byerly     Name: Don Byerly Title: Senior Vice President

---

By:	/s/ Joanna Soliman     Name: Joanna Soliman     Title: Vice President

---

By:	/s/ Joshua Freedman     Name: Joshua Freedman Title: Authorized Signatory

---

By:	/s/ Ronnie Glenn     Name: Ronnie Glenn     Title: Vice President

---

By:	/s/ T. Barrett Vawter     Name: T. Barrett Vawter     Title: Vice President

---

By:	/s/ Glenn A. Page     Name: Glenn A. Page     Title: Senior Vice President

---

By:	/s/ Chad Hale     Name: Chad Hale     Title: Director & Execution Head, REGAL

---

By:	/s/ Ashish Tandon     Name: Ashish Tandon     Title: Vice President

---

---

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore, Jr. Title: President and CEO

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore Jr. Title: President and CEO

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore Jr. Title: President and Treasurer

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore Jr. Title: President and Treasurer

---

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore Jr. Title: President and CEO

By:	/s/ Mark F. Monahan

By:	/s/ Katie Chowdhry     Name: Katie Chowdhry      Title: Assistant Vice President

By:	/s/ T. Barrett Vawter     Name: T. Barrett Vawter     Title: Vice President

By:	/s/ Frederick H. Denecke     Name: Katie Chowdhry      Title: Senior Vice President

By:	/s/ James E. Davis     Name: James E. Davis     Title: Senior Vice President

By:	/s/ James M. Armstrong     Name: James M. Armstrong     Title: Senior Vice President

---

---

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore, Jr. Title: President and CEO

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore Jr. Title: President and CEO

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore Jr. Title: President and Treasurer

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore Jr. Title: President and Treasurer

---

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore Jr. Title: President and CEO

---

By:	/s/ Mark F. Monahan     Name: Mark F. Monahan     Title: Senior Vice President

---

By:	/s/ Katie Chowdhry     Name: Katie Chowdhry     Title: Assistant Vice President

---

By:	/s/ Ashish Tandon     Name: Ashish Tandon     Title: Vice President

---

By:	/s/ T. Barrett Vawter     Name: T. Barrett Vawter     Title: Vice President

---

By:	/s/ Joshua Freedman     Name: Joshua Freedman     Title: Authorized Signatory

---

By:	/s/ Glenn A Page     Name: Glenn A. Page     Title: Senior Vice President

---

---

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore, Jr. Title: President and CEO

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore Jr. Title: President and CEO

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore Jr. Title: President and Treasurer

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore Jr. Title: President and Treasurer

---

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore Jr. Title: President and CEO

---

By:	/s/ Mark F. Monahan

---

By:	/s/ Katie Chowdhry     Name: Katie Chowdhry      Title: Assistant Vice President

---

By:	/s/ Suzanne E. Pickett     Name: Suzanne E. Pickett      Title: Vice President

---

By:	/s/ T. Barrett Vawter     Name: T. Barrett Vawter     Title: Vice President

---

By:	/s/ Frederick H. Denecke     Name: Frederick H. Denecke      Title: Senior Vice President

---

By:	/s/ Don Byerly     Name: Don Byerly      Title: Senior Vice President

---

By:	/s/ Christine Aharonian     Name: Christine Aharonian     Title: Vice President

---

By:	/s/ James E. Davis     Name: James E. Davis      Title: Senior Vice President

---

---

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore, Jr. Title: President and CEO

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore, Jr. Title: President and CEO

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore, Jr. Title: President and Treasurer

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore, Jr. Title: President and Treasurer

---

By:	/s/ Thomas J. Baltimore, Jr.     Name: Thomas J. Baltimore, Jr. Title: President and CEO

---

By:	/s/ Mark F. Monahan

---

By:	/s/ Katie Chowdhry     Name: Katie Chowdhry Title: Assistant Vice President

---

By:	/s/ Suzanne E. Pickett     Name: Suzanne E. Pickett      Title: Vice President

---

By:	/s/ Ronnie Glenn     Name: Ronnie Glenn     Title: Vice President

---

By:	/s/ Don Byerly     Name: Don Byerly Title: Senior Vice President

---

By:	/s/ Jeffrey S. Geifman     Name: Jeffrey S. Geifman      Title: Senior Vice President

---

By:	/s/ Joanna Soliman     Name: Joanna Soliman     Title: Vice President

---

By:	/s/ T. Barrett Vawter     Name: T. Barrett Vawter     Title: Vice President

---

By:	/s/ Joshua Freedman     Name: Joshua Freedman Title: Authorized Signatory

---

By:	/s/ Glenn A. Page     Name: Glenn A. Page     Title: Senior Vice President

---

By:	/s/ Ashish Tandon     Name: Ashish Tandon     Title: Vice President

---

---

---

---

---

---

---