**Exhibit 10.20**

**PROMISSORY NOTE**

 

**FOR VALUE RECEIVED, KPA TYSONS CORNER RI LLC**, a Delaware limited liability company, asmaker, having its principal place of business at c/o Innkeepers USA Trust, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480 (“**Borrower**”), hereby unconditionally promises to pay to the order of **MERRILL LYNCHMORTGAGE LENDING, INC.**, a Delaware corporation, as lender, having an address at Four World Financial Center, 16th Floor, New York, New York 10080 (“**Lender**”), or at such other place as the holder hereof may from time totime designate in writing, the principal sum of Twenty-Five Million Two Hundred Thousand and No/100 Dollars ($25,200,000.00), in lawful money of the United States of America with interest thereon to be computed from the date of this Note at theInterest Rate, and to be paid in accordance with the terms of this Note and that certain Loan Agreement, dated the date hereof, between Borrower and Lender (as the same may hereafter be amended, restated, replaced, supplemented, renewed, extended orotherwise modified from time to time, the “**Loan Agreement**”). All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement. 

**ARTICLE 1:** PAYMENT TERMS 

Borroweragrees to pay the principal sum of this Note and interest on the unpaid principal sum of this Note from time to time outstanding at the rates and at the times specified in Article 2 of the Loan Agreement and the outstanding balance of the principalsum of this Note and all accrued and unpaid interest thereon shall be due and payable on the Maturity Date. 

**ARTICLE 2:** DEFAULT ANDACCELERATION 

The Debt may without notice become immediately due and payable at the option of Lender if any payment required in this Noteis not paid on or prior to the date when due or if not paid on the Maturity Date or on the happening of any other Event of Default. 

**ARTICLE 3:** LOAN DOCUMENTS 

This Note is secured by the Mortgage and the other Loan Documents. All of the terms, covenantsand conditions contained in the Loan Agreement, the Mortgage and the other Loan Documents are hereby made part of this Note to the same extent and with the same force as if they were fully set forth herein. In the event of a conflict orinconsistency between the terms of this Note and the Loan Agreement, the terms and provisions of the Loan Agreement shall govern. 

**ARTICLE 4:** SAVINGS CLAUSE 

Notwithstanding anything to the contrary, (a) all agreements and communications between Borrower and Lender are hereby and shall automatically belimited so that, after taking into account all amounts deemed interest, the interest contracted for, charged or received by Lender shall never exceed the Maximum Legal Rate, (b) in calculating whether any interest exceeds the Maximum LegalRate, all such interest shall be amortized, prorated, allocated and spread over the full amount and term of all principal indebtedness of Borrower to Lender and (c) if through any contingency or event Lender receives or is deemed to receiveinterest in excess of the Maximum Legal Rate, any such excess shall be deemed to have been applied toward payment of the principal of any and all then outstanding indebtedness of Borrower to Lender. 

**ARTICLE 5:** NO ORAL CHANGE 

This Notemay not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom enforcement of anymodification, amendment, waiver, extension, change, discharge or termination is sought. 

**ARTICLE 6:** WAIVERS 

Borrower and all others who may become liable for the payment of all or any part of the Debt do hereby severally waive presentment and demand forpayment, notice of dishonor, notice of intention to accelerate, notice of acceleration, protest and notice of protest and non-payment and all other notices of any kind. No release of any security for the Debt or extension of time for payment of thisNote or any installment hereof, and no alteration, amendment or waiver of any provision of this Note, the Loan Agreement or the other Loan Documents made by agreement between Lender or any other Person shall release, modify, amend, waive, extend,change, discharge, terminate or affect the liability of Borrower, and any other Person who may become liable for the payment of all or any part of the Debt, under this Note, the Loan Agreement or the other Loan Documents unless expressly set forthin writing between Borrower and Lender. No notice to or demand on Borrower shall be deemed to be a waiver, (except to the extent expressly stated to be a waiver), of the obligation of Borrower or of the right of Lender to take further action withoutfurther notice or demand as provided for in this Note, the Loan Agreement or the other Loan Documents. If Borrower is a partnership, the agreements herein contained shall remain in force and be applicable, notwithstanding any changes in theindividuals or entities comprising the partnership, and the term “**Borrower**,” as used herein, shall include any alternate or successor partnership, but any predecessor partnership and their partners shall not thereby bereleased from any liability unless otherwise agreed to by Lender in writing. If Borrower is a corporation, the agreements contained herein shall remain in full force and be applicable notwithstanding any changes in the shareholders comprising, orthe officers and directors relating to, the corporation, and the term “**Borrower**” as used herein, shall include any alternative or successor corporation, but any predecessor corporation shall not be relieved of liabilityhereunder unless otherwise agreed to by Lender in writing. If any Borrower is a limited liability company, the agreements herein contained shall remain in force and be applicable, 

 

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notwithstanding any changes in the members comprising the limited liability company, and the term“**Borrower**” as used herein, shall include any alternate or successor limited liability company, but any predecessor limited liability company and their members shall not thereby be released from any liability unless otherwiseagreed to by Lender in writing. (Nothing in the foregoing sentence shall be construed as a consent to, or a waiver of, any prohibition or restriction on transfers of interests in such partnership, corporation or limited liability company which maybe set forth in the Loan Agreement, the Mortgage or any other Loan Document.) 

**ARTICLE 7:** TRANSFER 

Upon the transfer of this Note as permitted under the Loan Agreement, Lender may deliver all the collateral mortgaged, granted, pledged or assignedpursuant to the Loan Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever be relieved andfully discharged from any liability or responsibility in the matter that accrues after the transfer date; but Lender shall retain all rights hereby given to it with respect to any liabilities and the collateral not so transferred. 

**ARTICLE 8:** EXCULPATION 

Theprovisions of Section 9.3 of the Loan Agreement are hereby incorporated by reference into this Note to the same extent and with the same force as if fully set forth herein. 

**ARTICLE 9:** GOVERNING LAW 

(A) THIS NOTE WAS NEGOTIATED IN THE STATE OF NEWYORK, AND MADE BY BORROWER AND ACCEPTED BY LENDER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THIS NOTE WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYINGTRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BYLAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANTTO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. 

 

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(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THISNOTE MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ONVENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT: 

 
 **CT CORPORATION SYSTEMS, INC.**  **111 EIGHTH AVENUE**  **NEW YORK, NEW YORK 10011** 
**AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BESERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNERPROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITSAUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OFPROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.**

**ARTICLE 10:** NOTICES 

All notices, requests, demands or other writtencommunications hereunder shall be delivered in accordance with Section 10.6 of the Loan Agreement. 

**ARTICLE 11:** JOINT ANDSEVERAL 

If more than one Person has executed this Note as “Borrower”, the obligations of all such Persons hereunder shall bejoint and several. 

**[NO FURTHER TEXT ON THIS PAGE]**

 

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**IN WITNESS WHEREOF**, Borrower has duly executed this Note as of the day and year first abovewritten. 

 
**BORROWER:****KPA TYSONS CORNER RI LLC,**a****Delaware limited liability companyBy: Innkeepers USA Limited Partnership, a Virginia limited partnership, its Sole Member By: Innkeepers Financial Corporation, a Virginia corporation, its General Partner  By: 
/s/ Dennis Craven
  Name: Dennis Craven  Title: Vice President and Treasurer