Common use of CPI Adjustments Clause in Contracts

CPI Adjustments. On January 1st of each Fiscal Year during the Term (each, a "CPI Adjustment Date"), the Base Rent then in effect, and the threshold dollar amounts of Room Revenues, Food and Beverage Revenues, and Other Revenues then included in the Revenues Computations set forth in Section 3.1(b), shall be adjusted as follows: (1) The average Consumer Price Index for the twelve months ended on September 30 of the most recently completed Fiscal Year shall be divided by the average Consumer Price Index for the twelve months ended on September 30 of the prior Fiscal Year; (2) The new Base Rent for the then current Fiscal Year shall be equal to the product of the Base Rent in effect in the most recently ended Fiscal Year and the quotient obtained under subparagraph (1) above; (3) The new threshold dollar amounts in the applicable Revenues Computations described in Section 3.1(b) above for the then current Fiscal Year shall be (i) in the case of Room Revenues, the product of the threshold dollar amounts of Room Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above, (ii) in the case of Food and Beverage Revenues, the product of the threshold dollar amounts of Food and Beverage Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above, and in the case of Other Revenues, the product of the threshold dollar amounts of Other Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above. By way of example, on the first CPI Adjustment Date, the amount of Base Rent and the threshold dollar amounts of Hotel Revenues in the Revenues Computations for the Fiscal Year commencing January 1, 2005 shall be adjusted to reflect any change in the average Consumer Price Index for the twelve months ended September 30, 2004 as compared to the twelve months ended September 30, 2003. Lessor shall calculate the annual Consumer Price Index adjustments as soon as reasonably possible after the Consumer Price Index becomes available and shall notify Lessee in writing of the amount of the annual adjustment, together with a copy of the computation showing the adjustment amount. Adjustments calculated as set forth above in the Base Rent and threshold dollar amounts of Hotel Revenues shall be effective on each CPI Adjustment Date. If Rent is paid in any Fiscal Year prior to determination of the amount of any adjustment to Base Rent or the threshold dollar amounts of Hotel Revenues applicable for such Fiscal Year, payment adjustments for any shortfall in or overpayment of Rent paid shall be made with the first Base Rent payment due after the amount of the adjustments is determined. (4) If (i) a significant change is made in the number or nature (or both) of items used in determining the Consumer Price Index, or (ii) the Consumer Price Index shall be discontinued for any reason, the Bureau of Labor Statistics shall be requested to furnish a new index comparable to the Consumer Price Index, together with information which will make possible a conversion to the new index in computing the adjusted Base Rent and threshold dollar amounts of Hotel Revenues hereunder. If for any reason the Bureau of Labor Statistics does not furnish such an index and such information, the parties will instead mutually select, accept and use such other index or comparable statistics on the cost of living in Washington, D.C. that is computed and published by an agency of the United States or a responsible financial periodical of recognized authority.

CPI Adjustments. On January 1st of For each Fiscal Year during the Term (eachbeginning January 1, a "CPI Adjustment Date")200_, the Base Rent then in effect, and the quarterly Percentage Rent threshold dollar amounts of Room Revenues, Food and Beverage Revenues, and Other Revenues then included in the Quarterly Revenues Computations set forth in Section 3.1(b), shall be adjusted as follows: (1i) The average Consumer Price Index CPI for the twelve months ended on September 30 of the most recently completed ended Fiscal Year shall be divided by the average Consumer Price Index CPI for the twelve months ended on September 30 of the prior immediately preceding Fiscal Year; (2ii) The new Base Rent for the then current Fiscal Year shall be equal to the product of adjusted amount obtained by multiplying the Base Rent in effect in for the most recently ended immediately preceding Fiscal Year and by the quotient obtained under subparagraph (1i) above; (3iii) The new quarterly and annual Percentage Rent threshold dollar amounts in the applicable Quarterly Revenues Computations Computation described in Section 3.1(b) above for the then current Fiscal Year shall be (i) in the case of Room Revenues, the product of the threshold dollar amounts amount of Room Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1i) above, . (iiiv) The new quarterly and annual Percentage Rent threshold dollar amounts in the case of Food and Beverage Revenues, Quarterly Revenues Computation described in Section 3.1(b) above for the then current Fiscal Year shall be the product of the threshold dollar amounts amount of Beverage Revenues and Food and Beverage Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1i) above, . The amount of any adjustment under paragraphs (d)(i)-(iv) to Base Rent and in the case of Other Revenues, the product quarterly Percentage Rent threshold amounts for any Fiscal Year shall not exceed % of the Base Rent and quarterly and annual Percentage Rent threshold dollar amounts of Other Revenues in effect in amount applicable for the most recently ended prior Fiscal Year and the quotient obtained in subparagraph (1) aboveYear. By way of example, on the first CPI Adjustment Date, the amount of Base Rent and the quarterly and annual Percentage Rent threshold dollar amounts of Hotel Revenues in the Quarterly Revenues Computations Computation for the Fiscal Year commencing January 1, 2005 shall would be adjusted to reflect any change in the average Consumer Price Index CPI for the twelve months Fiscal Year ended September 30December 31, 2004 as compared to the twelve months Fiscal Year ended September 30December 31, 2003. Lessor shall calculate the annual Consumer Price Index adjustments as soon as reasonably possible after the Consumer Price Index becomes available and shall notify Lessee in writing of the amount of the annual adjustment, together with a copy of the computation showing the adjustment amount. Adjustments calculated as set forth above in the Base Rent and quarterly and annual Percentage Rent threshold dollar amounts of Hotel Revenues shall be effective on the first day of each CPI Adjustment DateFiscal Year to which such adjusted amounts apply. If Rent is paid in any Fiscal Year period prior to determination of the amount of any adjustment to Base Rent or the quarterly and annual Percentage Rent threshold dollar amounts of Hotel Revenues applicable for such Fiscal Yearperiod, payment adjustments for any shortfall in or overpayment of Rent paid shall be made with the first Base Rent payment due after the amount of the adjustments is are determined. The “average CPI” for a Fiscal Year shall be the average of the monthly CPI during the Fiscal Year. (4v) If (iA) a significant change is made in the number or nature (or both) of items used in determining the Consumer Price IndexCPI, or (iiB) the Consumer Price Index CPI shall be discontinued for any reason, the Bureau of Labor Statistics shall be requested to furnish a new index comparable to the Consumer Price IndexCPI, together with information which will make possible a conversion to the new index in computing the adjusted Base Rent and adjusted quarterly and annual Percentage Rent threshold dollar amounts of Hotel Revenues hereunder. If for any reason the Bureau of Labor Statistics does not furnish such an index and such information, the parties will instead mutually select, accept and use such other index or comparable statistics on the cost of living in Washington, D.C. that is computed and published by an agency of the United States or a responsible financial periodical of recognized authority.

CPI Adjustments. On January 1st of For each Fiscal Year during the Term (each, a beginning with the Fiscal Year identified as the "CPI Adjustment Date")" for each Leased Property as shown on Exhibit C, the Base Rent then in effect, and the threshold dollar amounts of Room Revenues, Food and Beverage Revenues, and Other Revenues then included in the Revenues Computations set forth in Section 3.1(b), shall be adjusted as follows: (1) The average Consumer Price Index for the twelve months ended on September 30 of the most recently completed Fiscal Year shall be divided by the average Consumer Price Index for the twelve months ended on September 30 of the prior Fiscal Year; (2) The new Base Rent for the then current Fiscal Year shall be equal to the product of the Base Rent in effect in the most recently ended Fiscal Year and the quotient obtained under subparagraph (1) above; (3) The new threshold dollar amounts in the applicable Revenues Computations described in Section 3.1(b) above for the then current Fiscal Year shall be (i) in the case of Room Revenues, the product of the threshold dollar amounts of Room Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above, (ii) in the case of Food and Beverage Revenues, the product of the threshold dollar amounts of Food and Beverage Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above, and in the case of Other Revenues, the product of the threshold dollar amounts of Other Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above. By way of example, on the first CPI Adjustment Date, the The amount of any adjustment under paragraphs (d)(1)-(3) to Base Rent and the threshold dollar amounts of Hotel Room Revenues in for any Fiscal Year shall not exceed 7% of the Base Rent and threshold dollar amounts of Room Revenues Computations applicable for the prior Fiscal Year commencing January 1, 2005 shall be adjusted to reflect any change in the average Consumer Price Index for the twelve months ended September 30, 2004 as compared to the twelve months ended September 30, 2003Year. Lessor shall calculate the annual Consumer Price Index adjustments as soon as reasonably possible after the Consumer Price Index becomes available and shall notify Lessee in writing of the amount of the annual adjustment, together with a copy of the computation showing the adjustment amount. Adjustments calculated as set forth above in the Base Rent and threshold dollar amounts of Hotel Room Revenues shall be effective on each the CPI Adjustment Date. Date set forth on Exhibit C. If Rent is paid in any Fiscal Year prior to determination of the amount of any adjustment to Base Rent or the threshold dollar amounts of Hotel Room Revenues applicable for such Fiscal Year, payment adjustments for any shortfall in or overpayment of Rent paid shall be made with the first Base Rent payment due after the amount of the adjustments is determined. The "average Consumer Price Index" for any period shall be the average of the Consumer Price Index for all months during the period. (4) If (i1) a significant change is made in the number or nature (or both) of items used in determining the Consumer Price Index, or (ii2) the Consumer Price Index shall be discontinued for any reason, the Bureau of Labor Statistics shall be requested to furnish a new index comparable to the Consumer Price Index, together with information which will make possible a conversion to the new index in computing the adjusted Base Rent and threshold dollar amounts of Hotel Room Revenues hereunder. If for any reason the Bureau of Labor Statistics does not furnish such an index and such information, the parties will instead mutually select, accept and use such other index or comparable statistics on the cost of living in Washington, D.C. that is computed and published by an agency of the United States or a responsible financial periodical of recognized authority.

CPI Adjustments. On January 1st of each Fiscal Year during the Term (each, a "CPI Adjustment Date"), the Base Rent then in effect, and the threshold dollar amounts of Room Revenues, Food and Beverage Revenues, Telephone Revenues and Other Revenues then included in the Revenues Computations set forth in Section 3.1(b), shall be adjusted as follows: (1) The average Consumer Price Index for the twelve months ended on September 30 of the most recently completed Fiscal Year shall be divided by the average Consumer Price Index for the twelve months ended on September 30 of the prior Fiscal Year; (2) The new Base Rent for the then current Fiscal Year shall be equal to the product of the Base Rent in effect in the most recently ended Fiscal Year and the quotient obtained under subparagraph (1) above; (3) The new threshold dollar amounts in the applicable Revenues Computations described in Section 3.1(b) above for the then current Fiscal Year shall be (i) in the case of Room Revenues, the product of the threshold dollar amounts of Room Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above, (ii) in the case of Food and Beverage Revenues, the product of the threshold dollar amounts of Food and Beverage Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above, in the case of Telephone Revenues, the product of the threshold dollar amounts of Telephone Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above, and in the case of Other Revenues, the product of the threshold dollar amounts of Other Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above. By way of example, on the first CPI Adjustment Date, the amount of Base Rent and the threshold dollar amounts of Hotel Revenues in the Revenues Computations for the Fiscal Year commencing January 1, 2005 shall be adjusted to reflect any change in the average Consumer Price Index for the twelve months ended September 30, 2004 as compared to the twelve months ended September 30, 2003. Lessor shall calculate the annual Consumer Price Index adjustments as soon as reasonably possible after the Consumer Price Index becomes available and shall notify Lessee in writing of the amount of the annual adjustment, together with a copy of the computation showing the adjustment amount. Adjustments calculated as set forth above in the Base Rent and threshold dollar amounts of Hotel Revenues shall be effective on each CPI Adjustment Date. If Rent is paid in any Fiscal Year prior to determination of the amount of any adjustment to Base Rent or the threshold dollar amounts of Hotel Revenues applicable for such Fiscal Year, payment adjustments for any shortfall in or overpayment of Rent paid shall be made with the first Base Rent payment due after the amount of the adjustments is determined. (4) If (i) a significant change is made in the number or nature (or both) of items used in determining the Consumer Price Index, or (ii) the Consumer Price Index shall be discontinued for any reason, the Bureau of Labor Statistics shall be requested to furnish a new index comparable to the Consumer Price Index, together with information which will make possible a conversion to the new index in computing the adjusted Base Rent and threshold dollar amounts of Hotel Revenues hereunder. If for any reason the Bureau of Labor Statistics does not furnish such an index and such information, the parties will instead mutually select, accept and use such other index or comparable statistics on the cost of living in Washington, D.C. that is computed and published by an agency of the United States or a responsible financial periodical of recognized authority.

CPI Adjustments. On January 1st of For each Fiscal Year during the Term (each, a "CPI Adjustment Date")beginning with the Fiscal Year after the first full Fiscal Year of the Term, the Base Rent then in effect, and the threshold dollar amounts of Room Revenues, Food and Beverage Revenues, and Other Revenues then included in the Revenues Computations set forth in Section 3.1(b)) above, shall be adjusted as follows: (1) The average Average Consumer Price Index for the twelve months ended on September 30 of the most recently completed Fiscal Year shall be divided by the average Average Consumer Price Index for the twelve months ended on September 30 of the prior Fiscal Year; (2) The new Base Rent for the then current Fiscal Year shall be equal to the product of the Base Rent in effect in the most recently ended Fiscal Year and the quotient obtained under subparagraph (1) above; (3) The new threshold dollar amounts in the applicable Revenues Computations described in Section 3.1(b) above for the then current Fiscal Year shall be (i) in the case of Room Revenues, the product of the threshold dollar amounts of Room Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above, (ii) in the case of Food and Beverage Revenues, the product of the threshold dollar amounts of Food and Beverage Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above, and in the case of Other Revenues, the product of the threshold dollar amounts of Other Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above. By way of example, on the first CPI Adjustment Date, the The amount of any adjustment under paragraphs (e)(1)-(3) to Base Rent and the threshold dollar amounts of Hotel Room Revenues in for any Fiscal Year shall not exceed 7% of the Base Rent and threshold dollar amounts of Room Revenues Computations applicable for the prior Fiscal Year commencing January 1, 2005 shall be adjusted to reflect any change in the average Consumer Price Index for the twelve months ended September 30, 2004 as compared to the twelve months ended September 30, 2003Year. Lessor shall calculate the annual Consumer Price Index adjustments as soon as reasonably possible after the Consumer Price Index becomes available and shall notify Lessee in writing of the amount of the annual adjustment, together with a copy of the computation showing the adjustment amount. Adjustments calculated as set forth above in the Base Rent and threshold dollar Room Revenues amounts of Hotel Revenues shall be effective on each CPI Adjustment Datethe applicable Fiscal Year. If Rent is paid in any Fiscal Year prior to determination of the amount of any adjustment to Base Rent or the threshold dollar amounts of Hotel Room Revenues applicable for such Fiscal Year, payment adjustments for any shortfall in or overpayment of Rent paid shall be made with the first Base Rent payment due after the amount of the adjustments is determined. The "Average Consumer Price Index" for any period shall be the average of the Consumer Price Index for all months during the period. (4) If (iA) a significant change is made in the number or nature (or both) of items used in determining the Consumer Price Index, or (iiB) the Consumer Price Index shall be discontinued for any reason, the Bureau of Labor Statistics shall be requested to furnish a new index comparable to the Consumer Price Index, together with information which will make possible a conversion to the new index in computing the adjusted Base Rent and threshold dollar amounts of Hotel Room Revenues hereunder. If for any reason the Bureau of Labor Statistics does not furnish such an index and such information, the parties will instead mutually select, accept and use such other index or comparable statistics on the cost of living in Washington, D.C. that is computed and published by an agency of the United States or a responsible financial periodical of recognized authority.

CPI Adjustments. On January 1st of For each Fiscal Year during the Term (each, a beginning with the Fiscal Year identified as the "CPI Adjustment Date")" on Exhibit D, the Base Rent then in effect, and the threshold dollar amounts of Room Revenues, Food and Beverage Revenues, and Other Revenues then included in the Revenues Computations set forth in Section 3.1(b), shall be adjusted as follows: (1) The average Consumer Price Index for the twelve months ended on September 30 of the most recently completed Fiscal Year shall be divided by the average Consumer Price Index for the twelve months ended on September 30 of the prior Fiscal Year; (2) The new Base Rent for the then current Fiscal Year shall be equal to the product of the Base Rent in effect in the most recently ended Fiscal Year and the quotient obtained under subparagraph (1) above; (3) The new threshold dollar amounts in the applicable Revenues Computations described in Section 3.1(b) above for the then current Fiscal Year shall be (i) in the case of Room Revenues, the product of the threshold dollar amounts of Room Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above, (ii) in the case of Food and Beverage Revenues, the product of the threshold dollar amounts of Food and Beverage Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above, and in the case of Other Revenues, the product of the threshold dollar amounts of Other Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above. By way of example, on the first CPI Adjustment Date, the The amount of any adjustment under paragraphs (e)(1)-(3) to Base Rent and the threshold dollar amounts of Hotel Room Revenues in for any Fiscal Year shall not exceed 7% of the Base Rent and threshold dollar amounts of Room Revenues Computations applicable for the prior Fiscal Year commencing January 1, 2005 shall be adjusted to reflect any change in the average Consumer Price Index for the twelve months ended September 30, 2004 as compared to the twelve months ended September 30, 2003Year. Lessor shall calculate the annual Consumer Price Index adjustments as soon as reasonably possible after the Consumer Price Index becomes available and shall notify Lessee in writing of the amount of the annual adjustment, together with a copy of the computation showing the adjustment amount. Adjustments calculated as set forth above in the Base Rent and threshold dollar Room Revenues amounts of Hotel Revenues shall be effective on each the CPI Adjustment Date. Date set forth on Exhibit D. If Rent is paid in any Fiscal Year prior to determination of the amount of any adjustment to Base Rent or the threshold dollar amounts of Hotel Room Revenues applicable for such Fiscal Year, payment adjustments for any shortfall in or overpayment of Rent paid shall be made with the first Base Rent payment due after the amount of the adjustments is determined. The "average Consumer Price Index" for any period shall be the average of the Consumer Price Index for all months during the period. (4) If (i1) a significant change is made in the number or nature (or both) of items used in determining the Consumer Price Index, or (ii2) the Consumer Price Index shall be discontinued for any reason, the Bureau of Labor Statistics shall be requested to furnish a new index comparable to the Consumer Price Index, together with information which will make possible a conversion to the new index in computing the adjusted Base Rent and threshold dollar amounts of Hotel Room Revenues hereunder. If for any reason the Bureau of Labor Statistics does not furnish such an index and such information, the parties will instead mutually select, accept and use such other index or comparable statistics on the cost of living in Washington, D.C. that is computed and published by an agency of the United States or a responsible financial periodical of recognized authority.

CPI Adjustments. On January 1st of For each Fiscal Lease Year during the Term (each, a "beginning with the CPI Adjustment DateCommencement Year (as defined in Exhibit "C"), the Base Rent then in effect, the Annual Room Revenues First Break Point and the threshold dollar amounts of Annual Room RevenuesRevenues Second Break Point (together, Food and Beverage Revenuesthe "Annual Room Revenues Break Points"), and Other Revenues the Annual Food Sales Break Point then included in the Revenues Computations Computation set forth in Section 3.1(b), shall be adjusted increased as follows: (1) The average For the CPI Adjustment Commencement Year and for each Lease Year thereafter during the Term, the Consumer Price Index for the twelve months ended on September 30 of day before the most recently completed Fiscal day that the new Lease Year commences (the "Measurement Date") shall be divided by the average Consumer Price Index for the day that is twelve (12) months ended on September 30 of preceding the prior Fiscal YearMeasurement Date; (2) The new Base Rent for the then current Fiscal Lease Year shall be equal to the product of the Base Rent in effect in the most recently ended Fiscal Lease Year and the quotient obtained under subparagraph (1) above; (3) The new threshold dollar amounts Annual Room Revenues Break Points in the applicable Revenues Computations Computation described in Section 3.1(b) above for the then current Fiscal CPI Adjustment Commencement Year and for each Lease Year thereafter during the Term, shall be (i) in the case of Room Revenues, the product of (a) the threshold dollar amounts of Annual Room Revenues Break Point in effect in the most recently ended Fiscal Lease Year and (b) the quotient obtained in subparagraph (1) above, above plus seventy-five one hundredths percent (ii.75%); and (4) The new Annual Food Sales Break Point in the case of Food Revenues Computation described in Section 3.1(b) above for the CPI Adjustment Commencement Year and Beverage Revenuesfor each Lease Year thereafter during the Term, shall be the product of (a) the threshold dollar amounts of Annual Food and Beverage Revenues Sales Break Point in effect in the most recently ended Fiscal Lease Year and (b) the quotient obtained in subparagraph (1) above, and in above plus seventy-five one hundredths percent (.75%). In no event shall the case of Other RevenuesBase Rent, the product Annual Room Revenues Break Points or the Annual Food Sales Break Point be reduced as a result of the threshold dollar amounts of Other Revenues any changes in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above. By way of example, on the first CPI Adjustment Date, the amount of Base Rent and the threshold dollar amounts of Hotel Revenues in the Revenues Computations for the Fiscal Year commencing January 1, 2005 shall be adjusted to reflect any change in the average Consumer Price Index for the twelve months ended September 30, 2004 as compared to the twelve months ended September 30, 2003. Lessor shall calculate the annual Consumer Price Index adjustments as soon as reasonably possible after the Consumer Price Index becomes available and shall notify Lessee in writing of the amount of the annual adjustment, together with a copy of the computation showing the adjustment amountIndex. Adjustments calculated as set forth above in the Base Rent Rent, the Annual Room Revenues Break Points and threshold dollar amounts of Hotel Revenues the Annual Food Sales Break Point shall be effective on the first day of each CPI Adjustment Datecalendar Lease Year to which such adjusted amounts apply. If Rent is paid in any Fiscal Year prior to the determination of the amount of any adjustment to Base Rent Rent, the Annual Room Revenues Break Points or the threshold dollar amounts of Hotel Revenues Annual Food Sales Break Point applicable for such Fiscal Yearperiod, whether because of a delay in the publication of the Consumer Price Index for the Measurement Date or because of any other reason, payment adjustments for any shortfall in or overpayment of Rent paid shall be made with the first Base Rent payment and Participating Rent payments due after the amount of the adjustments is are determined. (4) If (i) a significant change is made in the number or nature (or both) of items used in determining the Consumer Price Index, or (ii) the Consumer Price Index shall be discontinued for any reason, the Bureau of Labor Statistics shall be requested to furnish a new index comparable to the Consumer Price Index, together with information which will make possible a conversion to the new index in computing the adjusted Base Rent Rent, Annual Room Revenues Break Points, and threshold dollar amounts of Hotel Revenues Annual Food Sales Break Point hereunder. If for any reason the Bureau of Labor Statistics does not furnish such an index and such information, the parties will instead mutually select, accept and use such other index or comparable statistics on the cost of living in Washington, D.C. various U.S. cities that is computed and published by an agency of the United States or a responsible financial periodical of recognized authority. A portion of the aggregate of Base Rent and Participating Rent payable for each Lease Year as designated on Exhibit "C" shall be attributed to the rights to the Franchise Agreement granted by Lessor to Lessee pursuant to Section 1.1(g).

CPI Adjustments. On January 1st of For each Fiscal Lease Year during the Term (eachbeginning --------------- with the Lease Year commencing January 1, a "CPI Adjustment Date")1999, the Base Rent then in effect, the Annual Room Revenues First Break Point and the threshold dollar amounts of Annual Room RevenuesRevenues Second Break Point (together, Food and Beverage Revenuesthe "Annual Room Revenues Break Points"), and Other Revenues the Annual Food Sales Break Point then included in the Revenues Computations Computation set forth in Section 3.1(b), shall be adjusted increased as follows: (i) For the Lease Year commencing January 1) The average , 1999 and for each Lease Year thereafter during the Term, the Consumer Price Index for the twelve months ended on September 30 of day before the most recently completed Fiscal day that the new Lease Year commences (the "Measurement Date") shall be divided by the average Consumer Price Index for the day that is twelve months ended on September 30 of preceding the prior Fiscal YearMeasurement Date; (2ii) The new Base Rent for the then current Fiscal Lease Year shall be equal to the product of the Base Rent in effect in the most recently ended Fiscal Lease Year and the quotient obtained under subparagraph (1) above; (3iii) The new threshold dollar amounts Annual Room Revenues Break Points in the applicable Revenues Computations Computation described in Section 3.1(b) above for the then current Fiscal Lease Year commencing January 1, 1999 shall be (i) in the case of Room Revenues, the product of the threshold dollar amounts of Annual Room Revenues Break Points in effect in the most recently ended Fiscal Lease Year and the quotient obtained in subparagraph (1) aboveending December 31, (ii) in the case of Food and Beverage Revenues, the product of the threshold dollar amounts of Food and Beverage Revenues in effect in the most recently ended Fiscal Year 1998 and the quotient obtained in subparagraph (1) above, and the new Annual Room Revenues Break Points in the case of Other RevenuesRevenues Computation for the Lease Year beginning with the Lease Year commencing January 1, 1999 and for each Lease Year thereafter during the Term, shall be the product of (a) the threshold dollar amounts of Other Annual Room Revenues Break Points in effect in the most recently ended Fiscal Lease Year and (b) the quotient obtained in subparagraph (1) above plus seventy-five one hundredths percent (.75%), ***[when applicable as shown on the Xxxxx Xxxxxx, Inc. model LANGUAGE TO BE PROVIDED FOR EACH LEASE BASED ON THE XXXXX XXXXXX, INC. MODEL]***; and (iv) The new Annual Food Sales Break Point in the Revenues Computation described in Section 3.1(b) above for the Lease Year commencing January 1, 1999 shall be the product of the Annual Food Sales Break Point in effect in the Lease Year ending December 31, 1998 and the quotient obtained in subparagraph (1) above. By way of example, on the first CPI Adjustment Date, the amount of Base Rent and the threshold dollar amounts of Hotel Revenues new Annual Food Sales Break Point in the Revenues Computations Computation for the Fiscal Lease Year beginning with the Lease Year commencing January 1, 2005 1999 and for each Lease Year thereafter during the Term, shall be adjusted to reflect any change the product of (a) the Annual Food Sales Break Point in effect in the average Consumer Price Index for most recently ended Lease Year and (b) the twelve months ended September 30quotient obtained in subparagraph (1) above plus seventy-five one hundredths percent (.75%)***[when applicable as shown on the Xxxxx Xxxxxx, 2004 Inc. model LANGUAGE TO BE PROVIDED FOR EACH LEASE BASED ON THE XXXXX XXXXXX, INC. MODEL]***. In no event shall the Base Rent, the Annual Room Revenues Break Points or the Annual Food Sales Break Point be reduced as compared to the twelve months ended September 30, 2003. Lessor shall calculate the annual Consumer Price Index adjustments as soon as reasonably possible after a result of any changes in the Consumer Price Index becomes available and shall notify Lessee in writing of the amount of the annual adjustment, together with a copy of the computation showing the adjustment amountIndex. Adjustments calculated as set forth above in the Base Rent Rent, the Annual Room Revenues Break Points and threshold dollar amounts of Hotel Revenues the Annual Food Sales Break Point shall be effective on the first day of each CPI Adjustment Datecalendar Lease Year to which such adjusted amounts apply. If Rent is paid in any Fiscal Year prior to the determination of the amount of any adjustment to Base Rent Rent, the Annual Room Revenues Break Points or the threshold dollar amounts of Hotel Revenues Annual Food Sales Break Point applicable for such Fiscal Yearperiod, whether because of a delay in the publication of the Consumer Price Index for the Measurement Date or because of any other reason, payment adjustments for any shortfall in or overpayment of Rent paid shall be made with the first Base Rent payment and Participating Rent payments due after the amount of the adjustments is are determined. (4) If (i1) a significant change is made in the number or nature (or both) of items used in determining the Consumer Price Index, or (ii2) the Consumer Price Index shall be discontinued for any reason, the Bureau of Labor Statistics shall be requested to furnish a new index comparable to the Consumer Price Index, together with information which will make possible a conversion to the new index in computing the adjusted Base Rent Rent, Annual Room Revenues Break Points, and threshold dollar amounts of Hotel Revenues Annual Food Sales Break Point hereunder. If for any reason the Bureau of Labor Statistics does not furnish such an index and such information, the parties will instead mutually select, accept and use such other index or comparable statistics on the cost of living in Washington, D.C. various U.S. cities that is computed and published by an agency of the United States or a responsible financial periodical of recognized authority. The portion of the aggregate of Base Rent and Participating Rent designated on Exhibit C payable for each Lease Year shall be attributed to the rights to the Franchise Agreement granted by Lessor to Lessee pursuant to Section 1.1(g).

CPI Adjustments. On January 1st of For each Fiscal Lease Year during the Term (each, a "CPI Adjustment Date"), beginning ----- --------------- with the Base Lease Year commencing January 1999 the Minimum Rent then in effect, the Annual Room Revenues First Break Point, the Annual Room Revenues Second Break Point (each as defined in Exhibit A and together, the threshold dollar amounts of --------- "Annual Room RevenuesRevenues Break Points"), the Annual Food and Beverage RevenuesSales --------------------------------- First Break Point, the Annual Food and Beverage Sales Second Break Point, (each as defined in Exhibit A and together, the "Annual Food and Beverage --------- ------------------------ Sales Break Points"), the Annual Telephone Revenues First Break Point, the ------------------ Annual Telephone Revenues Second Break Point (each as defined in Exhibit A --------- and together, the "Annual Telephone Revenues Break Points"), the Annual -------------------------------------- Other Revenues Income First Break Point, the Annual Other Income Second Break Point (each as defined in Exhibit A and together, the "Annual Other Income Break --------- ------------------------- Points), **[Sea View -- the Annual Golf Sales First Break Point, the Annual ------ Golf Sales Second Break Point (each as defined in Exhibit A and together, --------- the "Annual Golf Sales Break Points")]**, then included in the Revenues Computations set forth in Section 3.1(b), ------------------------------ Computation shall be adjusted increased as follows: (a) For the Lease Year commencing January 1) The average Consumer Price Index , 1999, and for each Lease Year thereafter during the Term, the CPI in effect for the twelve months ended on September 30 month of December immediately preceding the most recently completed Fiscal new Lease Year (the "Measurement ----------- Date") shall be divided by the average Consumer Price Index CPI in effect for the twelve months ended on September 30 month of December ---- in the prior Fiscal Year; (2b) The new Base Minimum Rent for the then current Fiscal Lease Year commencing January 1999 and for each Lease Year thereafter shall be equal to the product of the Base Minimum Rent in effect in the most recently ended Fiscal Lease Year and the quotient obtained under subparagraph (1a) above; (3c) The new threshold dollar amounts Annual Room Revenues Break Points in the applicable Revenues Computations described in Section 3.1(b) above Computation for the then current Fiscal Lease Year commencing January 1999 and for each Lease Year thereafter shall be (i) in the case of Room Revenues, the product of the threshold dollar amounts of Annual Room Revenues Break Points in effect in the most recently ended Fiscal Lease Year and the quotient obtained in subparagraph (1a) above, ; (iid) in the case of The new Annual Food and Beverage Revenues, Sales Break Points in the Revenues Computation for the Lease Year commencing January 1999 and for each Lease Year thereafter shall be the product of the threshold dollar amounts of Annual Food and Beverage Revenues Sales Break Points in effect in the most recently ended Fiscal Lease Year and the quotient obtained in subparagraph (1a) above, and ; (e) The new Annual Telephone Revenues Break Points in the case of Other Revenues, Revenues Computation for the Lease Year commencing January 1999 shall be the product of the threshold dollar amounts of Other Annual Telephone Revenues Break Points in effect in for the most recently ended Fiscal Lease Year and the quotient obtained in subparagraph (1a) above. By way of example, on the first CPI Adjustment Date, the amount of Base Rent and the threshold dollar amounts of Hotel Revenues ; (f) The new Annual Golf Sales Break Points in the Revenues Computations Computation for the Fiscal Lease Year commencing January 1, 2005 1999 and for each Lease Year thereafter shall be adjusted to reflect any change the product of the Annual Golf Sales Break Points in effect in the average Consumer Price Index most recently ended Lease Year and the quotient obtained in subparagraph (a) above;]** and (g) The new Annual Other Income Break Points in the Revenues Computation for the twelve months ended September 30, 2004 as compared to Lease Year commencing January 1999 and for each Lease Year thereafter shall be the twelve months ended September 30, 2003. Lessor shall calculate the annual Consumer Price Index adjustments as soon as reasonably possible after the Consumer Price Index becomes available and shall notify Lessee in writing product of the amount of the annual adjustment, together with a copy of the computation showing the adjustment amount. Adjustments calculated as set forth above Annual Other Income Break Points in effect in the Base Rent most recently ended Lease Year and threshold dollar amounts of Hotel Revenues shall be effective on each CPI Adjustment Date. If Rent is paid the quotient obtained in any Fiscal Year prior to determination of the amount of any adjustment to Base Rent or the threshold dollar amounts of Hotel Revenues applicable for such Fiscal Year, payment adjustments for any shortfall in or overpayment of Rent paid shall be made with the first Base Rent payment due after the amount of the adjustments is determinedsubparagraph (a) above. (4) If (i1) a significant change is made in the number or nature (or both) of items used in determining the Consumer Price IndexCPI, or (ii2) the Consumer Price Index CPI shall be discontinued for any reason, the Bureau of Labor Statistics shall be requested to furnish a new index comparable to the Consumer Price IndexCPI, together with information which will make possible a conversion to the new index in computing the adjusted Base Rent Minimum Rent, the Annual Room Revenues Break Points, the Annual Food and threshold dollar amounts of Hotel Beverage Sales Break Points, the Annual Telephone Revenues Break Points, **[the Annual Golf Sales Break Points,]** and the Annual Other Income Break Points hereunder. If for any reason the Bureau of Labor Statistics does not furnish such an index and such information, the parties will instead mutually select, accept and use such other index or comparable statistics on the cost of living in Washington, D.C. various cities that is computed and published by an agency of the United States of America or a responsible financial periodical of recognized authority. In no event shall the Minimum Rent, the Annual Room Revenues Break Points, the Annual Food and Beverage Sales Break Points, the Annual Telephone Revenue Break Points, **[the Annual Golf Sales Break Points,]** or the Annual Other Income Break Points be reduced as a result of any changes in the CPI or changes to the calculation of CPI.

CPI Adjustments. On January 1st of each Fiscal Year during Commencing on May 1, 2006, and on such date annually thereafter (the Term (each, a "CPI “Adjustment Date"”), except as otherwise provided in Section 2.2 with respect to the first year of any renewal term, the Base Rent then in effect, and the threshold dollar amounts of Room Revenues, Food and Beverage Revenues, and Other Revenues then included in the Revenues Computations set forth in Section 3.1(b), payable under this Lease shall be adjusted as follows: (1) The average Consumer Price Index for the twelve months ended on September 30 of the most recently completed Fiscal Year shall be divided by the average Consumer Price Index for the twelve months ended on September 30 of the prior Fiscal Year; (2) The new Base Rent for the then current Fiscal Year shall be equal to the product of change, if any, from the Base Rent Month (as defined below), in effect in the most recently ended Fiscal Year and the quotient obtained under subparagraph (1) above; (3) The new threshold dollar amounts in the applicable Revenues Computations described in Section 3.1(b) above for the then current Fiscal Year shall be (i) in the case of Room Revenues, the product of the threshold dollar amounts of Room Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above, (ii) in the case of Food and Beverage Revenues, the product of the threshold dollar amounts of Food and Beverage Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above, and in the case of Other Revenues, the product of the threshold dollar amounts of Other Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above. By way of example, on the first CPI Adjustment Date, the amount of Base Rent and the threshold dollar amounts of Hotel Revenues in the Revenues Computations for the Fiscal Year commencing January 1, 2005 shall be adjusted to reflect any change in the average Consumer Price Index for the twelve months ended September 30, 2004 as compared to the twelve months ended September 30, 2003. Lessor shall calculate the annual Consumer Price Index adjustments as soon as reasonably possible after the Consumer Price Index becomes available and shall notify Lessee in writing of the amount of the annual adjustment, together with a copy of the computation showing the adjustment amount. Adjustments calculated as set forth above in the Base Rent and threshold dollar amounts of Hotel Revenues shall be effective on each CPI Adjustment Date. If Rent is paid in any Fiscal Year prior to determination of the amount of any adjustment to Base Rent or the threshold dollar amounts of Hotel Revenues applicable for such Fiscal Year, payment adjustments for any shortfall in or overpayment of Rent paid shall be made with the first Base Rent payment due after the amount of the adjustments is determined. (4) If (i) a significant change is made in the number or nature (or both) of items used in determining the Consumer Price Index, or (ii) the Consumer Price Index shall be discontinued for any reason, the Bureau of Labor Statistics of the U.S. Department of Labor for CPI U (All Urban Consumers) for Los Angeles – Anaheim – Riverside, All Items (1982-1984=100) (the “CPI”). The annual adjustments to Base Rent for each Lease year described in this Paragraph 2 shall be requested to furnish calculated as follows: The Base Rent payable for the then-current Lease year shall be multiplied by a new index comparable fraction, the numerator of which shall be the CPI applicable for the month of March occurring prior to the Consumer Price IndexAdjustment Date, together and the denominator of which shall be the CPI in effect during the immediately preceding Lease year for March 2003 (the “Base Month”) with information which will make possible a conversion an annual minimum increase of three percent (3%) and an annual maximum increase of seven percent (7%) per year, except in the first lease year of any renewal term, all as set forth below. The sum so calculated shall constitute the Base Rent applicable to the next 12-month period under the Lease, but in no event shall any such new index in computing the adjusted amount of Base Rent and threshold dollar amounts of Hotel Revenues hereunder. If be less than the Base Rent payable during the Lease year immediately preceding the Adjustment Date, nor shall the annual percentage increase in Base Rent over the Base Rent payable for any reason the Bureau of Labor Statistics does not furnish such an index and such information, the parties will instead mutually select, accept and use such other index or comparable statistics on the cost of living in Washington, D.C. that is computed and published by an agency immediately preceding Lease year be less than three percent (3%) nor more than seven percent (7%) of the United States Base Rent payable prior to such adjustment during the term of the Lease in any single year, except in the event that there is no annual increase in the first year of either of the renewal options described in Paragraph 1 of this Addendum are exercised, in which case the Base Rent for the first Lease year in such renewal term(s) shall be no lesser than the Base Rent in the immediately preceding lease year, then, for the remainder of such Lease renewal term, Base Rent shall be annually adjusted utilizing the same CPI in the same manner with an annual minimum increase of three percent (3%) and an maximum increase of seven percent (7%) per year. All calculations of percentage changes in the CPI shall be rounded upwards or a responsible financial periodical of recognized authoritydownwards, as applicable, to two decimal points.

CPI Adjustments. On January 1st of For each Fiscal Lease Year during the Term (eachbeginning with the Lease Year commencing January 1, a "CPI Adjustment Date")1999, the Base Rent then in effect, the Annual Room Revenues First Break Point and the threshold dollar amounts of Annual Room RevenuesRevenues Second Break Point (together, Food and Beverage Revenuesthe "Annual Room Revenues Break Points"), and Other Revenues the Annual Food Sales Break Point then included in the Revenues Computations Computation set forth in Section 3.1(b), shall be adjusted increased as follows: (i) For the Lease Year commencing January 1) The average , 1999 and for each Lease Year thereafter during the Term, the Consumer Price Index for the twelve months ended on September 30 of day before the most recently completed Fiscal day that the new Lease Year commences (the "Measurement Date") shall be divided by the average Consumer Price Index for the day that is twelve months ended on September 30 of preceding the prior Fiscal YearMeasurement Date; (2ii) The new Base Rent for the then current Fiscal Lease Year shall be equal to the product of the Base Rent in effect in the most recently ended Fiscal Lease Year and the quotient obtained under subparagraph (1) above; (3iii) The new threshold dollar amounts Annual Room Revenues Break Points in the applicable Revenues Computations Computation described in Section 3.1(b) above for the then current Fiscal Lease Year commencing January 1, 1999 shall be (i) in the case of Room Revenues, the product of the threshold dollar amounts of Annual Room Revenues Break Points in effect in the most recently ended Fiscal Lease Year and the quotient obtained in subparagraph (1) aboveending December 31, (ii) in the case of Food and Beverage Revenues, the product of the threshold dollar amounts of Food and Beverage Revenues in effect in the most recently ended Fiscal Year 1998 and the quotient obtained in subparagraph (1) above, and the new Annual Room Revenues Break Points in the case of Other RevenuesRevenues Computation for the Lease Year beginning with the Lease Year commencing January 1, 1999 and for each Lease Year thereafter during the Term, shall be the product of (a) the threshold dollar amounts of Other Annual Room Revenues Break Points in effect in the most recently ended Fiscal Lease Year and (b) the quotient obtained in subparagraph (1) above plus seventy-five one hundredths percent (.75%), *** [when applicable as shown the on the Smitx Xxxxxx,. Xnc. model LANGUAGE TO BE PROVIDED FOR EACH LEASE BASED ON THE SMITX XXXXXX, XXC. MODEL]***; and (iv) The new Annual Food Sales Break Point in the Revenues Computation described in Section 3.1(b) above for the Lease Year commencing January 1, 1999 shall be the product of the Annual Food Sales Break Point in effect in the Lease Year ending December 31, 1998 and the quotient obtained in subparagraph (1) above. By way of example, on the first CPI Adjustment Date, the amount of Base Rent and the threshold dollar amounts of Hotel Revenues new Annual Food Sales Break Point in the Revenues Computations Computation for the Fiscal Lease Year beginning with the Lease Year commencing January 1, 2005 1999 and for each Lease Year thereafter during the Term, shall be adjusted to reflect any change the product of (a) the Annual Food Sales Break Point in effect in the average Consumer Price Index for most recently ended Lease Year and (b) the twelve months ended September 30quotient obtained in subparagraph (1) above plus seventy-five one hundredths percent (.75%), 2004 ***[when applicable s shown the on the Smitx Xxxxxx, Xxc. model LANGUAGE TO BE PROVIDED FOR EACH LEASE BASED ON THE SMITX XXXXXX, XXC. MODEL] ***. In no event shall the Base Rent, the Annual Room Revenues Break Points or the Annual Food Sales Break Point be reduced as compared to the twelve months ended September 30, 2003. Lessor shall calculate the annual Consumer Price Index adjustments as soon as reasonably possible after a result of any changes in the Consumer Price Index becomes available and shall notify Lessee in writing of the amount of the annual adjustment, together with a copy of the computation showing the adjustment amountIndex. Adjustments calculated as set forth above in the Base Rent Rent, the Annual Room Revenues Break Points and threshold dollar amounts of Hotel Revenues the Annual Food Sales Break Point shall be effective on the first day of each CPI Adjustment Datecalendar Lease Year to which such adjusted amounts apply. If Rent is paid in any Fiscal Year prior to the determination of the amount of any adjustment to Base Rent Rent, the Annual Room Revenues Break Points or the threshold dollar amounts of Hotel Revenues Annual Food Sales Break Point applicable for such Fiscal Yearperiod, whether because of a delay in the publication of the Consumer Price Index for the Measurement Date or because of any other reason, payment adjustments for any shortfall in or overpayment of Rent paid shall be made with the first Base Rent payment and Participating Rent payments due after the amount of the adjustments is are determined. (4) If (i1) a significant change is made in the number or nature (or both) of items used in determining the Consumer Price Index, or (ii2) the Consumer Price Index shall be discontinued for any reason, the Bureau of Labor Statistics shall be requested to furnish a new index comparable to the Consumer Price Index, together with information which will make possible a conversion to the new index in computing the adjusted Base Rent Rent, Annual Room Revenues Break Points, and threshold dollar amounts of Hotel Revenues Annual Food Sales Break Point hereunder. If for any reason the Bureau of Labor Statistics does not furnish such an index and such information, the parties will instead mutually select, accept and use such other index or comparable statistics on the cost of living in Washington, D.C. various U.S. cities that is computed and published by an agency of the United States or a responsible financial periodical of recognized authority. The portion of the aggregate of Base Rent and Participating Rent designated on Exhibit C payable for each Lease Year shall be attributed to the rights to the Franchise Agreement granted by Lessor to Lessee pursuant to Section 1.1(g).

CPI Adjustments. On January 1st of For each Fiscal Year during the Term (eachbeginning January 1, a "CPI Adjustment Date")2005, the Base Rent then in effect, and the quarterly Percentage Rent threshold dollar amounts of Room Revenues, Food and Beverage Revenues, and Other Revenues then included in the Quarterly Revenues Computations set forth in Section 3.1(b), shall be adjusted as follows: (1i) The average Consumer Price Index CPI for the twelve months ended on September 30 of the most recently completed ended Fiscal Year shall be divided by the average Consumer Price Index CPI for the twelve months ended on September 30 of the prior immediately preceding Fiscal Year; (2ii) The new Base Rent for the then current Fiscal Year shall be equal to the product of adjusted amount obtained by multiplying the Base Rent in effect in for the most recently ended immediately preceding Fiscal Year and by the quotient obtained under subparagraph (1i) above; (3iii) The new quarterly and annual Percentage Rent threshold dollar amounts in the applicable Quarterly Revenues Computations Computation described in Section 3.1(b) above for the then current Fiscal Year shall be (i) in the case of Room Revenues, the product of the threshold dollar amounts amount of Room Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1i) above, . The amount of any adjustment under paragraphs (iid)(i)-(iii) in to Base Rent and the case of Food and Beverage Revenues, the product quarterly Percentage Rent threshold amounts for any Fiscal Year shall not exceed % of the Base Rent and quarterly and annual Percentage Rent threshold dollar amounts of Food and Beverage Revenues in effect in amount applicable for the most recently ended prior Fiscal Year and the quotient obtained in subparagraph (1) above, and in the case of Other Revenues, the product of the threshold dollar amounts of Other Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) aboveYear. By way of example, on the first CPI Adjustment Date, the amount of Base Rent and the quarterly and annual Percentage Rent threshold dollar amounts of Hotel Revenues in the Quarterly Revenues Computations Computation for the Fiscal Year commencing January 1, 2005 shall would be adjusted to reflect any change in the average Consumer Price Index CPI for the twelve months Fiscal Year ended September 30December 31, 2004 as compared to the twelve months Fiscal Year ended September 30December 31, 2003. Lessor shall calculate the annual Consumer Price Index adjustments as soon as reasonably possible after the Consumer Price Index becomes available and shall notify Lessee in writing of the amount of the annual adjustment, together with a copy of the computation showing the adjustment amount. Adjustments calculated as set forth above in the Base Rent and quarterly and annual Percentage Rent threshold dollar amounts of Hotel Revenues shall be effective on the first day of each CPI Adjustment DateFiscal Year to which such adjusted amounts apply. If Rent is paid in any Fiscal Year period prior to determination of the amount of any adjustment to Base Rent or the quarterly and annual Percentage Rent threshold dollar amounts of Hotel Revenues applicable for such Fiscal Yearperiod, payment adjustments for any shortfall in or overpayment of Rent paid shall be made with the first Base Rent payment due after the amount of the adjustments is are determined. The “average CPI” for a Fiscal Year shall be the average of the monthly CPI during the Fiscal Year. (4iv) If (iA) a significant change is made in the number or nature (or both) of items used in determining the Consumer Price IndexCPI, or (iiB) the Consumer Price Index CPI shall be discontinued for any reason, the Bureau of Labor Statistics shall be requested to furnish a new index comparable to the Consumer Price IndexCPI, together with information which will make possible a conversion to the new index in computing the adjusted Base Rent and adjusted quarterly and annual Percentage Rent threshold dollar amounts of Hotel Revenues hereunder. If for any reason the Bureau of Labor Statistics does not furnish such an index and such information, the parties will instead mutually select, accept and use such other index or comparable statistics on the cost of living in Washington, D.C. that is computed and published by an agency of the United States or a responsible financial periodical of recognized authority.

CPI Adjustments. On January 1st of For each Fiscal Year during the Term (eachbeginning January 1, a "CPI Adjustment Date")200_, the Base Rent then in effect, and the quarterly Percentage Rent threshold dollar amounts of Room Revenues, Food and Beverage Revenues, and Other Revenues then included in the Quarterly Revenues Computations set forth in Section 3.1(b), shall be adjusted as follows: (1i) The average Consumer Price Index CPI for the twelve months ended on September 30 of the most recently completed ended Fiscal Year shall be divided by the average Consumer Price Index CPI for the twelve months ended on September 30 of the prior immediately preceding Fiscal Year; (2ii) The new Base Rent for the then current Fiscal Year shall be equal to the product of adjusted amount obtained by multiplying the Base Rent in effect in for the most recently ended immediately preceding Fiscal Year and by the quotient obtained under subparagraph (1i) above; (3iii) The new quarterly and annual Percentage Rent threshold dollar amounts in the applicable Quarterly Revenues Computations Computation described in Section 3.1(b) above for the then current Fiscal Year shall be (i) in the case of Room Revenues, the product of the threshold dollar amounts amount of Room Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1i) above, . The amount of any adjustment under paragraphs (iid)(i)-(iii) in to Base Rent and the case of Food and Beverage Revenues, the product quarterly Percentage Rent threshold amounts for any Fiscal Year shall not exceed __% of the Base Rent and quarterly and annual Percentage Rent threshold dollar amounts of Food and Beverage Revenues in effect in amount applicable for the most recently ended prior Fiscal Year and the quotient obtained in subparagraph (1) above, and in the case of Other Revenues, the product of the threshold dollar amounts of Other Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) aboveYear. By way of example, on the first CPI Adjustment Date, the amount of Base Rent and the quarterly and annual Percentage Rent threshold dollar amounts of Hotel Revenues in the Quarterly Revenues Computations Computation for the Fiscal Year commencing January 1, 2005 shall would be adjusted to reflect any change in the average Consumer Price Index CPI for the twelve months Fiscal Year ended September 30December 31, 2004 as compared to the twelve months Fiscal Year ended September 30December 31, 2003. Lessor shall calculate the annual Consumer Price Index adjustments as soon as reasonably possible after the Consumer Price Index becomes available and shall notify Lessee in writing of the amount of the annual adjustment, together with a copy of the computation showing the adjustment amount. Adjustments calculated as set forth above in the Base Rent and quarterly and annual Percentage Rent threshold dollar amounts of Hotel Revenues shall be effective on the first day of each CPI Adjustment DateFiscal Year to which such adjusted amounts apply. If Rent is paid in any Fiscal Year period prior to determination of the amount of any adjustment to Base Rent or the quarterly and annual Percentage Rent threshold dollar amounts of Hotel Revenues applicable for such Fiscal Yearperiod, payment adjustments for any shortfall in or overpayment of Rent paid shall be made with the first Base Rent payment due after the amount of the adjustments is are determined. The "average CPI" for a Fiscal Year shall be the average of the monthly CPI during the Fiscal Year. (4iv) If (iA) a significant change is made in the number or nature (or both) of items used in determining the Consumer Price IndexCPI, or (iiB) the Consumer Price Index CPI shall be discontinued for any reason, the Bureau of Labor Statistics shall be requested to furnish a new index comparable to the Consumer Price IndexCPI, together with information which will make possible a conversion to the new index in computing the adjusted Base Rent and adjusted quarterly and annual Percentage Rent threshold dollar amounts of Hotel Revenues hereunder. If for any reason the Bureau of Labor Statistics does not furnish such an index and such information, the parties will instead mutually select, accept and use such other index or comparable statistics on the cost of living in Washington, D.C. that is computed and published by an agency of the United States or a responsible financial periodical of recognized authority.

CPI Adjustments. On January 1st of For each Fiscal Year during the Term (each, a beginning with the Fiscal Year identified as the "CPI Adjustment Date")" for each Leased Property as shown on Exhibit C, the Base Rent then in effect, and the threshold dollar amounts of Room Revenues, Food and Beverage Revenues, and Other Revenues then included in the Revenues Computations set forth in Section 3.1(b), shall be adjusted as follows: (1) The average Consumer Price Index for the twelve months ended on September 30 of the most recently completed Fiscal Year shall be divided by the average Consumer Price Index for the twelve months ended on September 30 of the prior Fiscal Year; (2) The new Base Rent for the then current Fiscal Year shall be equal to the product of the Base Rent in effect in the most recently ended Fiscal Year and the quotient obtained under subparagraph (1) above; (3) The new threshold dollar amounts in the applicable Revenues Computations described in Section 3.1(b) above for the then current Fiscal Year shall be (i) in the case of Room Revenues, the product of the threshold dollar amounts of Room Revenues in effect in the most recently ended Fiscal Year and the quotient obtained in subparagraph (1) above, . The amount of any adjustment under paragraphs (iie)(1)-(3) in the case of Food to Base Rent and Beverage Revenues, the product of the threshold dollar amounts of Food and Beverage Room Revenues in effect in the most recently ended for any Fiscal Year and the quotient obtained in subparagraph (1) above, and in the case of Other Revenues, the product shall not exceed 7% of the Base Rent and threshold dollar amounts of Other Room Revenues in effect in applicable for the most recently ended prior Fiscal Year and the quotient obtained in subparagraph (1) aboveYear. By way of example, on the first for Leases with a CPI Adjustment DateDate of January 1, 1998 or earlier, the amount of Base Rent and the threshold dollar amounts of Hotel Room Revenues in the Revenues Computations for the Fiscal Year commencing January 1, 2005 1998 shall be adjusted to reflect any change in the average Consumer Price Index for the twelve months ended September 30, 2004 1997 as compared to the twelve months ended September 30, 20031996. Lessor shall calculate the annual Consumer Price Index adjustments as soon as reasonably possible after the Consumer Price Index becomes available and shall notify Lessee in writing of the amount of the annual adjustment, together with a copy of the computation showing the adjustment amount. Adjustments calculated as set forth above in the Base Rent and threshold dollar amounts of Hotel Room Revenues shall be effective on each the CPI Adjustment Date. Date set forth on Exhibit C. If Rent is paid in any Fiscal Year prior to determination of the amount of any adjustment to Base Rent or the threshold dollar amounts of Hotel Room Revenues applicable for such Fiscal Year, payment adjustments for any shortfall in or overpayment of Rent paid shall be made with the first Base Rent payment due after the amount of the adjustments is determined. (4) If (i) a significant change is made in the number or nature (or both) of items used in determining the Consumer Price Index, or (ii) the Consumer Price Index shall be discontinued for any reason, the Bureau of Labor Statistics shall be requested to furnish a new index comparable to the Consumer Price Index, together with information which will make possible a conversion to the new index in computing the adjusted Base Rent and threshold dollar amounts of Hotel Revenues hereunder. If for any reason the Bureau of Labor Statistics does not furnish such an index and such information, the parties will instead mutually select, accept and use such other index or comparable statistics on the cost of living in Washington, D.C. that is computed and published by an agency of the United States or a responsible financial periodical of recognized authority.