EXHIBIT 10.160


 


INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”)
made as of the 17th day of December, 2007 by THE ENTITIES SET FORTH
ON SCHEDULE I OF THIS AGREEMENT, each of which is a Delaware limited liability
company, having an office at 2901 Butterfield Road, Oak Brook, Illinois 60523
(individually, “Borrower”
and collectively, “Borrowers”),
and INLAND AMERICAN REAL ESTATE TRUST, INC., a Maryland corporation, having an
office at 2901 Butterfield Road, Oak Brook, Illinois 60523 (“Principal”; Borrower and Principal
hereinafter collectively referred to as “Indemnitor”),
in favor of BEAR STEARNS COMMERCIAL MORTGAGE, INC., a New York corporation,
having an address at 383 Madison Avenue, New York, New York  10179 (“Bear Stearns”),
and BANK OF AMERICA, N.A., a national banking association, having an address at
Bank of America Corporate Center, 100 North Tryon Street, Charlotte, North
Carolina 28255 (“Bank of America”;
Bear Stearns and Bank of America hereinafter collectively referred to as “Lender”).


 


RECITALS:


 


A.            Pursuant to that
certain Promissory Note A-1, dated of even date herewith, executed by Borrowers
and payable to the order of Bear Stearns in the original principal amount of
EIGHTY SIX MILLION TWO HUNDRED TWELVE THOUSAND FIVE HUNDRED and NO/100 DOLLARS
($86,212,500.00) (together with all renewals, modifications, increases and
extensions thereof, “Note A-1”),
that certain Promissory Note A-2, dated of even date herewith, executed by
Borrowers, and payable to the order of Bear Stearns in the original principal
amount of EIGHTY SIX MILLION TWO HUNDRED TWELVE THOUSAND FIVE HUNDRED and
NO/100 DOLLARS ($86,212,500.00) (together with all renewals, modifications,
increases and extensions thereof, “Note A-2”),
that certain Promissory Note A-3, dated of even date herewith, executed by
Borrowers, and payable to the order of Bank of America in the original
principal amount of EIGHTY SIX MILLION TWO HUNDRED TWELVE THOUSAND FIVE HUNDRED
and NO/100 DOLLARS ($86,212,500.00) (together with all renewals, modifications,
increases and extensions thereof, “Note A-3”),
and that certain Promissory Note A-4, dated of even date herewith, executed by
Borrowers, and payable to the order of Bank of America in the original
principal amount of EIGHTY SIX MILLION TWO HUNDRED TWELVE THOUSAND FIVE HUNDRED
and NO/100 DOLLARS ($86,212,500.00) (together with all renewals, modifications,
increases and extensions thereof, “Note A-4”;
Note A-1, Note A-2, Note A-3, and Note A-4, collectively, the “Notes”),
Borrowers have become indebted, and may from time to time be further indebted,
to Lender with respect to a loan in the aggregate amount of THREE HUNDRED FORTY
FOUR MILLION EIGHT HUNDRED FIFTY THOUSAND and NO/100 DOLLARS ($344,850,000.00)
(the “Loan”), which Loan is secured by
the liens and security interests of those certain twenty-seven mortgages or
deeds of trust of even date herewith (the “Mortgages”),
and is further evidenced by that certain Loan Agreement, of even date herewith
between Borrowers and Lender (as the same may hereinafter be amended, modified,
restated, renewed or replaced the “Loan Agreement”)
and further evidenced, secured or governed by other instruments and documents
executed in connection with the Loan (together with the Notes, the Loan
Agreement and Mortgages, the “Loan Documents”)  Capitalized terms not defined herein shall
have the meaning attributed to such term in the Loan Agreement.


 





















 


B.            Lender is unwilling to
make the Loan unless Indemnitor agrees to provide the indemnification,
representations and warranties and other matters described in this Agreement
for the benefit of Lender.


 


C.            Principal is the
indirect owner of all membership interests or partnership interests of each
Borrower, as applicable, and thus will derive substantial benefit from the Loan.
Indemnitor enters into this Agreement to induce Lender to make the Loan.


 


AGREEMENT


 


NOW THEREFORE, in
consideration of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Indemnitor hereby
represents, warrants, covenants and agrees for the benefit of Lender as
follows:


 


1.             Indemnification.
Indemnitor covenants and agrees at its sole cost and expense, to protect,
defend, indemnify, release and hold Lender harmless from and against any and
all Losses (defined below) imposed upon or incurred by or asserted against
Lender and directly or indirectly arising out of or in any way relating to any
one or more of the following:  (i) fraud
or intentional misrepresentation by any Borrower or any guarantor in connection
with the Loan; (ii) the gross negligence or willful misconduct of any
Borrower; (iii) the breach of any representation, warranty, covenant or
indemnification provision in the Environmental Indemnity or the Mortgage
concerning environmental laws, hazardous substances and asbestos and any
indemnification of Lender with respect thereto in either document; (iv) the
removal or disposal of any portion of the Property after an Event of Default; (v) the
misapplication or conversion by any Borrower of (A) any insurance proceeds
paid by reason of any loss, damage or destruction to the Property which are not
applied by any Borrower in accordance with the Loan Agreement, (B) any
awards or other amounts received in connection with the condemnation of all or
a portion of the Property which are not applied by any Borrower in accordance
with the Loan Agreement, or (C) any Rents following an Event of Default; (vi) the
failure of any Borrower to obtain Lender’s prior written consent to any
subordinate financing or other voluntary lien encumbering the Property; (vii) the
failure of any Borrower to obtain Lender’s prior written consent to any
assignment, transfer, or conveyance of the Property or any portion thereof as
required by the Loan Agreement; (viii) failure to pay charges for labor or
materials or other charges that can create liens on any portion of the
Property; (ix) any security deposits, advance deposits or any other
deposits collected with respect to the Property which are not delivered to
Lender upon a foreclosure of the Property or action in lieu thereof, except to
the extent any such security deposits were applied in accordance with the terms
and conditions of any of the Leases prior to the occurrence of the Event of
Default that gave rise to such foreclosure or action in lieu thereof; (x) the
surrender, termination, amendment or modification of a Management Agreement,
without Lender’s prior written consent; (xi) the surrender, termination,
amendment or modification of a Franchise Agreement, without Lender’s prior
written consent; (xii) the failure of Borrower to satisfy any requirements set
forth on Exhibit A to that certain Post-Closing Agreement dated as of the
date hereof between Borrower and Lender; and (xiv) the failure of Borrower to
pay the entire mortgage recording tax imposed by the New York State Tax
Commission in connection with the Loan.  As used
herein, the term “Losses”
includes any and all claims, suits, liabilities, actions, proceedings,
obligations, debts, damages, losses, costs, expenses, diminutions in value,
fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in
settlement, punitive 


 


2

















 


damages, foreseeable and unforeseeable consequential
damages, of whatever kind or nature (including but not limited to reasonable
attorneys’ fees and other costs of defense). Notwithstanding anything to the
contrary in any of the Loan Documents, (i) Lender shall not be deemed to
have waived any right which Lender may have under Section 506(a), 506(b),
1111(b) or any other provisions of the U.S. Bankruptcy Code to file a
claim for the full amount of the Debt secured by the Mortgage or to require
that all collateral shall continue to secure all of the Debt owing to Lender in
accordance with the Loan Documents, and (ii) Borrowers (but not Principal)
shall be liable for the full amount of the Debt and all obligations of
Borrowers to Lender under the Loan Documents in the event that (A) the
first full monthly payment of interest on any Note is not paid within five (5) days
of notice that such payment is late; or (B) any Borrower fails to permit
on-site inspections of the Property subject to the rights of Tenants (other
than an Operating Lessee) under Leases, the rights of Manager under the
applicable Management Agreement and any applicable cure period set forth in the
Loan Documents, fails to provide financial information as required under the
Loan Documents subject to any applicable cure period (except for financial
information required to be delivered by the Manager, pursuant to the applicable
Management Agreement, that has not been delivered to Borrower, provided
Borrower has requested such financial information from the Manager), or fails
to comply with Section 4.1.31 of the Loan Agreement.


 


2.             Guaranty. Indemnitor
absolutely and unconditionally guarantees to Lender the prompt and full payment
of the Debt (as defined in the Loan Agreement) in the event of the
following:  (A) any Borrower filing
a voluntary petition under the Bankruptcy Code or any other Federal or state
bankruptcy or insolvency law, (B) the filing by an affiliate of any
Borrower of an involuntary petition against any Borrower under the Bankruptcy
Code or any other Federal or state bankruptcy or insolvency law, or any
Borrower or any affiliate of any Borrower soliciting or causing to be solicited
petitioning creditors for any involuntary petition against Borrower from any
person (which soliciting results in the filing of such involuntary petition
against Borrower), (C) any Borrower colluding to arrange and thereafter
filing an answer consenting to or otherwise acquiescing in or joining in any
involuntary petition filed against it by any other person under the Bankruptcy
Code or any other Federal or state bankruptcy or insolvency law, (D) any
Borrower consenting to or acquiescing in or joining in an application for the
appointment of a custodian, receiver, (other than a receiver requested by
Lender in connection with enforcement of its rights under the Loan Documents)
trustee, or examiner for any Borrower or any portion of the Property, or (E) any
Borrower making an assignment for the benefit of creditors, or admitting, in
writing or in any legal proceeding, its insolvency or inability to pay its
debts as they become due. This is a guaranty of payment and not of collection. The
obligations of Indemnitor hereunder are and shall be absolute under any and all
circumstances, without regard to the validity, regularity or enforceability of
the Notes, the Mortgages or the other Loan Documents. This Agreement shall
remain in full force and effect as to any modification, extension or renewal of
the any Note, the Mortgages or any of the other Loan Documents, and
notwithstanding any release or forbearance granted by Lender with respect
thereto, all of which may be made, done or suffered without notice to or
further consent of Indemnitor.


 


3.             Unimpaired
Liability. The liability of Indemnitor under this Agreement shall in no way
be limited or impaired by, and Indemnitor hereby consents to and agrees to be
bound by, any amendment or modification of the provisions of the Notes, the
Loan Agreement, the Mortgages or any of the other Loan Documents. In addition,
the liability of Indemnitor under 


 


3

















 


this Agreement shall in no way be limited or impaired
by (i) any extensions of time for performance required by the Notes, the
Loan Agreement, the Mortgages or any of the other Loan Documents, (ii) any
sale or transfer of all or part of the Property, (iii) any exculpatory
provision in the Notes, the Loan Agreement, the Mortgages, or any of the other
Loan Documents limiting Lender’s recourse to the Property or to any other
security for the Notes, or limiting Lender’s rights to a deficiency judgment
against Indemnitor, (iv) the accuracy or inaccuracy of the representations
and warranties made by Indemnitor under the Notes, the Loan Agreement, the
Mortgages or any of the other Loan Documents or herein, (v) the release of
Indemnitor or any other person from performance or observance of any of the
agreements, covenants, terms or condition contained in the Loan Agreement, the
Mortgages, the Notes or the other Loan Documents by operation of law, Lender’s
voluntary act, or otherwise, (vi) the release or substitution in whole or
in part of any security for the Notes, or (vii) Lender’s failure to record
the Loan Agreement, the Mortgages or file any UCC financing statements (or
Lender’s improper recording or filing of any thereof) or to otherwise perfect,
protect, secure or insure any security interest or lien given as security for
the Notes; and, in any such case, whether with or without notice to Indemnitors
and with or without consideration.


 


4.             Enforcement. Lender
may enforce the obligations of Indemnitor without first resorting to or
exhausting any security or collateral or without first having recourse to any
Note, the Loan Agreement, the Mortgages, or any other Loan Documents or any of
the Property, through foreclosure proceedings or otherwise; provided, however,
that nothing herein shall inhibit or prevent Lender from suing on any Note,
foreclosing, or exercising any power of sale under the Loan Agreement, the
Mortgages, or exercising any other rights and remedies thereunder or under the
Loan Agreement. This Agreement is not collateral or security for the debt of
Indemnitor pursuant to the Loan, unless Lender expressly elects in writing to
make this Agreement additional collateral or security for the debt of
Indemnitor pursuant to the Loan, which Lender is entitled to do in its sole and
absolute discretion. It is not necessary for an Event of Default to have
occurred for Lender to exercise its rights pursuant to this Agreement. Notwithstanding
any provision of the Notes, the Loan Agreement, the Mortgages, or any of the
other Loan Documents, the obligations pursuant to this Agreement are exceptions
to any non-recourse or exculpation provision contained therein. Indemnitor is
fully and personally liable for such obligations, and its liability is not
limited to the original or amortized principal balance of the Loan or the value
of the Property.


 


5.             Survival. The
obligations and liabilities of Indemnitor under this Indemnity shall fully
survive indefinitely notwithstanding any termination, satisfaction, assignment,
entry of a judgment of foreclosure, exercise of any power of sale, or delivery
of a deed in lieu of foreclosure of the Mortgages.


 


6.             Intentionally
Deleted.


 


7.             Interest. Any
amounts payable to any Lender under this Agreement shall become immediately due
and payable on demand and, if not paid within thirty (30) days of such demand
therefor, shall bear interest at a per annum rate equal to the lesser of (a) 5%
plus the Interest Rate or (b) the maximum interest rate which Indemnitor
may by law pay or Lender may charge and collect, from the date payment was due.


 


4

















 


8.             Waivers.


 


(a)           Indemnitor
hereby waives (i) any right or claim of right to cause a marshalling of
any Indemnitor’s assets or to cause Lender to proceed against any of the
security for the Loan before proceeding under this Agreement against
Indemnitor; (ii) and relinquishes all rights and remedies accorded by
applicable law to Indemnitor, except any rights of subrogation which Indemnitor
may have, provided that the indemnity provided for hereunder shall neither be
contingent upon the existence of any such rights of subrogation nor subject to
any claims or defenses whatsoever which may be asserted in connection with the
enforcement or attempted enforcement of such subrogation rights including,
without limitation, any claim that such subrogation rights were abrogated by
any acts of Lender; (iii) the right to assert a counterclaim, other than a
mandatory or compulsory counterclaim, in any action or proceeding brought
against or by Lender; (iv) notice of acceptance hereof and of any action
taken or omitted in reliance hereon; (v) presentment for payment, demand
of payment, protest or notice of nonpayment or failure to perform or observe,
or other proof, or notice or demand; and (vi) all homestead exemption
rights against the obligations hereunder and the benefits of any statutes of
limitations or repose. Notwithstanding anything to the contrary contained
herein, Indemnitor hereby agrees to postpone the exercise of any rights of
subrogation with respect to any collateral securing the Loan until the Loan
shall have been paid in full.


 


(b)           INDEMNITOR
AND INDEMNITEE HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN, THE
APPLICATION FOR THE LOAN, THE COMMITMENT FOR THE LOAN, THE LOAN AGREEMENT, THE
MORTGAGES, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY ACTS OR
OMISSIONS OF ANY LENDER IN CONNECTION THEREWITH.


 


9.             Indemnitor’s
Representations and Warranties. Indemnitor represents and warrants that:


 


(a)           if
Indemnitor is a corporation, partnership or limited liability company, it has
the full corporate/partnership/limited liability company power and authority to
execute and deliver this Agreement and to perform its obligations hereunder;
the execution, delivery and performance of this Agreement by Indemnitor has
been duly and validly authorized; and all requisite
corporate/partnership/limited liability company action has been taken by
Indemnitor to make this Agreement valid and binding upon Indemnitor,
enforceable in accordance with its terms;


 


(b)           if
Indemnitor is an individual, he/she is acting in an individual capacity and has
full power and authority to make this Agreement valid and binding upon
Indemnitor, enforceable in accordance with its terms;


 


(c)           if
Indemnitor is a corporation, partnership or limited liability company, its
execution of, and compliance with, this Agreement is in the ordinary course of
business 


 


5

















 


of that Indemnitor and will not result in the breach of any term or
provision of the charter, by-laws, partnership or trust agreement, articles of
organization, operating agreement or other governing instrument of that
Indemnitor or result in the breach of any term or provision of, or conflict
with or constitute a default under or result in the acceleration of  any obligation under any agreement, indenture
or loan or credit agreement or other instrument to which the Indemnitor or the
Property are subject, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Indemnitor or the Property are subject;


 


(d)           if
Indemnitor is an individual, his/her execution of, and compliance with, this
Agreement will not result in the breach of any term or provision of, or
conflict with or constitute a default under or result in the acceleration of
any obligation under any agreement, indenture or loan or credit agreement or
other instrument to which Indemnitor or the Property are subject, or result in
the violation of any law, rule, regulation, order, judgment or decree to which
the Indemnitor or the Property are subject;


 


(e)           to
the Indemnitor’s knowledge, there is no action, suit, proceeding or
investigation pending or threatened against it which, either in any one
instance or in the aggregate, may result in any material adverse change in the
business, operations, financial condition, properties or assets of Indemnitor,
or in any material impairment of the right or ability of Indemnitor to carry on
its business substantially as now conducted, or in any material liability on
the part of Indemnitor, or which would draw into question the validity of this
Agreement or of any action taken or to be taken in connection with the
obligations of Indemnitor contemplated herein, or which would be likely to
impair materially the ability of Indemnitor to perform under the terms of this
Agreement;


 


(f)            it
does not believe, nor does it have any reason or cause to believe, that it
cannot perform each and every covenant contained in this Agreement;


 


(g)           no
approval, authorization, order, license or consent of, or registration or
filing with, any governmental authority or other person, and no approval,
authorization or consent of any other party is required in connection with this
Agreement;


 


(h)           this
Agreement constitutes a valid, legal and binding obligation of Indemnitor,
enforceable against it in accordance with the terms hereof; and


 


(i)            Indemnitor
has filed all federal, state, county, municipal, and city income and other tax
returns required to have been filed by it and has paid all taxes and related
liabilities which have become due pursuant to such returns or pursuant to any
assessments received by it; Indemnitor does not know of any basis for any
additional assessment in respect of any such taxes and related liabilities for
prior years.


 


10.           No Waiver. No
delay by any Indemnified Party in exercising any right, power or privilege
under this Agreement shall operate as a waiver of any such privilege, power or
right.


 


6

















 


11.           Transfer of Loan.


 


(a)           Lender
may, at any time, sell, transfer or assign the Notes, the Mortgages, this
Agreement and the other Loan Documents, and any or all servicing rights with
respect thereto, or grant participations therein or issue mortgage pass-through
certificates or other securities evidencing a beneficial interest in a rated or
unrated public offering or private placement (the “Securities”).
Lender may forward to each purchaser, transferee, assignee, servicer,
participant or investor in such Securities or any credit rating agency rating
such Securities (the foregoing entities hereinafter collectively referred to as
the “Investor”) and each prospective
Investor, all documents and information (including financial information) but
not limited to, which Lender now has or may hereafter acquire relating to
Indemnitor and the Property, whether furnished by Indemnitor, any guarantor, or
otherwise, as Lender determines necessary or desirable.


 


(b)           Upon
any transfer or proposed transfer contemplated above and by the Mortgages, at
Lender’s request, Indemnitor shall provide an estoppel certificate to the
Investor or any prospective Investor in such form, substance and detail as
Lender, such Investor or prospective Investor may require.


 


12.           Notices. All
notices or other written communications hereunder shall be given in accordance
with Section 10.6 of the Loan Agreement, provided that notices to
Principal shall be addressed as follows: 2901 Butterfield Road, Oak Brook,
Illinois 60523, Attention:  General
Counsel.


 


13.           Submission to
Jurisdiction. With respect to any claim or action arising hereunder,
Indemnitor (a) irrevocably submits to the nonexclusive jurisdiction of the
courts of the State of Illinois and the United States District Courts for the
District of Northern Illinois, and appellate courts from any thereof, and (b) irrevocably
waives any objection which it may have at any time to the laying on venue of
any suit, action or proceeding arising out of or relating to this Agreement
brought in any such court, and (c) irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in
an inconvenient forum.


 


14.           No Third-party
Beneficiary. The terms of this Agreement are for the sole and exclusive
protection and use of Lender. No party shall be a third-party beneficiary
hereunder, and no provision hereof shall operate or inure to the use and
benefit of any such third party.


 


15.           Duplicate Originals;
Counterparts. This Agreement may be executed in any number of duplicate
originals and each duplicate original shall be deemed to be an original. This
Agreement may be executed in several counterparts, each of which counterparts
shall be deemed an original instrument and all of which together shall
constitute a single Agreement. The failure of any party hereto to execute this
Agreement, or any counterpart hereof, shall not relieve the other signatories
from their obligations hereunder.


 


16.           No Oral Change. This
Agreement, and any provisions hereof, may not be modified, amended, waived,
extended, changed, discharged or terminated orally or by any act or failure to
act on the part of any Indemnitor or Lender, but only by an agreement in
writing signed by the party against whom enforcement of any modification,
amendment, waiver, extension, change, discharge or termination is sought.


 


7

















 


17.           Headings, etc. The
headings and captions of various paragraphs of this Agreement are for
convenience of reference only and are not to be construed as defining or
limiting, in any way, the scope or intent of the provisions hereof.


 


18.           Number and
Gender/Successors and Assigns. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the person or persons referred to may require. Without limiting
the effect of specific references in any provision of this Agreement, the term “Indemnitor” shall be deemed to
refer to each and every person or entity comprising an Indemnitor from time to
time, as the sense of a particular provision may require, and to include the
heirs, executors, administrators, legal representatives, successors and assigns
of Indemnitor, all of whom shall be bound by the provisions of this Agreement,
provided that no obligation of any Indemnitor may be assigned except with the written
consent of Lender. Each reference herein to Lender shall be deemed to include
its successors and assigns. This Agreement shall inure to the benefit of Lender
and its respective successors and assigns forever.


 


19.           Joint and Several
Liability. If Indemnitor consists of more than one person or entity, the
obligations and liabilities of each such person hereunder are joint and
several.


 


20.           Release of Liability.
Any one or more parties liable upon or in respect of this Agreement may be
released without affecting the liability of any party not so released.


 


21.           Rights Cumulative.
The rights and remedies herein provided are cumulative and not exclusive of any
rights or remedies which Lender has under the Notes, the Mortgages, or the
other Loan Documents or would otherwise have at law or in equity.


 


22.           Inapplicable
Provisions. If any term, condition or covenant of this Agreement shall be
held to be invalid, illegal or unenforceable in any respect, this Agreement
shall be construed without such provision.


 


23.           Governing Law.
This Agreement shall be deemed to be a contract entered into pursuant to the
laws of the State of New York and shall in all respects be governed, construed,
applied and enforced in accordance with the laws of the State of New York.


 


24.           Miscellaneous. Wherever
pursuant to this Agreement (i) Lender exercises any right given to it to
approve or disapprove, (ii) any arrangement or term is to be satisfactory
to Lender, or (iii) any other decision or determination is to be made by
Lender, the decision of Lender to approve or disapprove, all decisions that
arrangements or terms are satisfactory or not satisfactory and all other
decisions and determinations made by Lender, shall be in the sole and absolute
discretion of Lender and shall be final and conclusive, except as may be
otherwise expressly and specifically provided herein.


 


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IN WITNESS
WHEREOF, this Agreement has been executed by Indemnitor and is effective as of
the day and year first above written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS TUCSON SOUTH 

  WILLIAMS, L.L.C., a Delaware limited liability 

  company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard Hotels, Inc., a 

  Delaware corporation, its sole member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J.
  Foust

  	
   

  
	
   

  	
   

  	
  Name: Lori J.
  Foust

  
	
   

  	
   

  
	
   

  	
   

  	
  Title:   Treasurer

  



 


 


	
   

  	
  IA ORCHARD HOTELS TUCSON SOUTH 

  WILLIAMS TRS, L.L.C., a Delaware limited 

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard TRS Holding,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J.
  Foust

  	
   

  
	
   

  	
   

  	
  Name: Lori J.
  Foust

  
	
   

  	
   

  
	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS TUCSON EAST 

  WILLIAMS, L.L.C., a Delaware limited liability 

  company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard Hotels, Inc., a

  Delaware corporation, its sole member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J.
  Foust

  	
   

  
	
   

  	
   

  	
  Name: Lori J.
  Foust

  
	
   

  	
   

  
	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS TUCSON EAST 

  WILLIAMS TRS, L.L.C., a Delaware limited 

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard TRS Holding,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J.
  Foust

  	
   

  
	
   

  	
   

  	
  Name: Lori J.
  Foust

  
	
   

  	
   

  
	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS LOS ALAMITOS, 

  L.L.C., a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard Hotels, Inc., a 

  Delaware corporation, its sole member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J.
  Foust

  	
   

  
	
   

  	
   

  	
  Name: Lori J.
  Foust

  
	
   

  	
   

  
	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS LOS ALAMITOS 

  TRS, L.L.C., a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard TRS Holding,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J.
  Foust

  	
   

  
	
   

  	
   

  	
  Name: Lori J.
  Foust

  
	
   

  	
   

  
	
   

  	
   

  	
  Title:   Treasurer

  
						



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS COLORADO 

  SPRINGS, L.L.C., a Delaware limited liability

  company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard Hotels, Inc., a 

  Delaware corporation, its sole member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J.
  Foust

  	
   

  
	
   

  	
   

  	
  Name: Lori J.
  Foust

  
	
   

  	
   

  
	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS COLORADO

  SPRINGS TRS, L.L.C., a Delaware limited

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard TRS Holding,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J.
  Foust

  	
   

  
	
   

  	
   

  	
  Name: Lori J.
  Foust

  
	
   

  	
   

  
	
   

  	
   

  	
  Title:   Treasurer

  
						



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS DANBURY, L.L.C.,
  a

  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard Hotels, Inc., a

  Delaware corporation, its sole member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J.
  Foust

  	
   

  
	
   

  	
   

  	
  Name: Lori J.
  Foust

  
	
   

  	
   

  
	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS DANBURY TRS,

  L.L.C., a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard TRS Holding,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J.
  Foust

  	
   

  
	
   

  	
   

  	
  Name: Lori J.
  Foust

  
	
   

  	
   

  
	
   

  	
   

  	
  Title:   Treasurer

  
						



 


 


[Signatures continue on
following page]

















 


	
   

  	
  IA ORCHARD HOTELS TAMPA,
  L.L.C., a

  Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  Hotels, Inc., a

  Delaware corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
						



 


 


	
   

  	
  IA ORCHARD HOTELS TAMPA TRS,
  L.L.C.,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  TRS Holding,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:  Treasurer

  
						



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS BATON ROUGE,

  L.L.C., a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  Hotels, Inc., a

  Delaware corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
						



 


 


	
   

  	
  IA ORCHARD HOTELS BATON ROUGE

  TRS, L.L.C., a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  TRS Holding,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
						



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS CRANBURY,
  L.L.C.,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  Hotels, Inc., a

  Delaware corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
						



 


 


	
   

  	
  IA ORCHARD HOTELS CRANBURY TRS,

  L.L.C., a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  TRS Holding,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
						



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS LEBANON,
  L.L.C., a

  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  Hotels, Inc., a

  Delaware corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
						



 


 


	
   

  	
  IA ORCHARD HOTELS LEBANON TRS,

  L.L.C., a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  TRS Holding,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
						



 


 


[Signatures continue on
following page]


 
















 


	
   

  	
  IA ORCHARD HOTELS SOMERSET,
  L.L.C., a 

  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  Hotels, Inc., a 

  Delaware corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS SOMERSET TRS,

  L.L.C., a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  TRS Holding,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS ALBUQUERQUE,

  L.L.C., a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  Hotels, Inc., a 

  Delaware corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS ALBUQUERQUE

  TRS, L.L.C., a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland Amaerican
  Orchard TRS Holding,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS HAUPPAUGE,

  L.L.C., a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  Hotels, Inc., a 

  Delaware corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS HAUPPAUGE
  TRS,

  L.L.C., a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland Amaerican
  Orchard TRS Holding,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS WESTBURY,
  L.L.C.,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  Hotels, Inc., a 

  Delaware corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS WESTBURY TRS,

  L.L.C., a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland Amaerican
  Orchard TRS Holding,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS SOLON,
  L.L.C., a

  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  Hotels, Inc., a 

  Delaware corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS SOLON TRS,
  L.L.C.,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland Amaerican
  Orchard TRS Holding,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS NASHVILLE,
  L.L.C.,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  Hotels, Inc., a 

  Delaware corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS NASHVILLE
  TRS,

  L.L.C., a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland Amaerican
  Orchard TRS Holding,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS ADDISON
  LIMITED

  PARTNERSHIP, an Illinois limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels
  Addison GP, L.L.C., a

  Delaware limited liability company, its

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  Hotels,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS ADDISON TRS

  LIMITED PARTNERSHIP, an Illinois limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels
  Addison TRS GP,

  L.L.C., a Delaware limited liability

  company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  TRS

  Holding, Inc., a Delaware

  corporation, its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS BROWNSVILLE

  LIMITED PARTNERSHIP, an Illinois limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels
  Addison GP, L.L.C.,

  a Delaware limited
  liability company, its

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  Hotels,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS BROWNSVILLE
  TRS

  LIMITED PARTNERSHIP, an Illinois limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels
  Addison TRS GP,

  L.L.C., a Delaware limited liability

  company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  TRS

  Holding, Inc., a Delaware

  corporation, its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS DALLAS
  LIMITED

  PARTNERSHIP, an Illinois limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels
  Addison GP, L.L.C., a

  Delaware limited liability company, its

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  Hotels,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS DALLAS TRS

  LIMITED PARTNERSHIP, an Illinois limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels
  Dallas GP, L.L.C.,a

  Delaware limited liability company, its

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  TRS

  Holding, Inc., a Delaware

  corporation, its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS FORT WORTH

  LIMITED PARTNERSHIP, an Illinois limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels
  Addison GP, L.L.C., a

  Delaware limited liability company, its

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  Hotels,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS FORT WORTH
  TRS

  LIMITED PARTNERSHIP, an Illinois limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels Fort
  Worth TRS GP,

  L.L.C., a Delaware limited liability

  company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  TRS

  Holding, Inc., a Delaware

  corporation, its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS HARLINGEN

  LIMITED PARTNERSHIP, an Illinois limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels
  Addison GP, L.L.C., a

  Delaware limited liability company, its

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  Hotels,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS HARLINGEN TRS

  LIMITED PARTNERSHIP, an Illinois limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels Fort
  Worth TRS GP,

  L.L.C., a Delaware limited liability

  company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  TRS

  Holding, Inc., a Delaware

  corporation, its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS HOUSTON 9965

  WESTHEIMER LIMITED PARTNERSHIP, an

  Illinois limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels
  Houston 9965

  Westheimer GP, L.L.C., a Delaware limited

  liability company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  Hotels,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS HOUSTON 9965

  WESTHEIMER  TRS LIMITED

  PARTNERSHIP, an Illinois limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels
  Houston 9965

  Westheimer TRS GP, L.L.C., a Delaware

  limited liability company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  TRS

  Holding, Inc., a Delaware

  corporation, its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
following page]


 

















 


	
   

  	
  IA ORCHARD HOTELS HOUSTON 9975

  WESTHEIMER LIMITED PARTNERSHIP, an

  Illinois limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels
  Houston 9975

  Westheimer GP, L.L.C., a Delaware limited

  liability company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  Hotels,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS HOUSTON 9975

  WESTHEIMER TRS LIMITED

  PARTNERSHIP, an Illinois limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels
  Houston 9975

  Westheimer TRS GP, L.L.C., a Delaware

  limited liability company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  TRS

  Holding, Inc., a Delaware

  corporation, its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
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  IA ORCHARD HOTELS HOUSTON 2929

  WESTPARK LIMITED PARTNERSHIP, an

  Illinois limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels
  Houston 2929 Westpark

  GP, L.L.C., a Delaware limited liability

  company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  Hotels,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS HOUSTON 2929

  WESTPARK  TRS LIMITED PARTNERSHIP,

  an Illinois limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels
  Houston 2929 Westpark

  TRS GP, L.L.C., a Delaware limited liability

  company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  TRS

  Holding, Inc., a Delaware

  corporation, its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
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  IA ORCHARD HOTELS HOUSTON 2939

  WESTPARK LIMITED PARTNERSHIP, an

  Illinois limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels
  Houston 2939 Westpark

  GP, L.L.C., a Delaware limited liability

  company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  Hotels,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS HOUSTON 2939

  WESTPARK TRS LIMITED PARTNERSHIP,

  an Illinois limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels
  Houston 2939 Westpark

  TRS GP, L.L.C., a Delaware limited liability

  company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  TRS

  Holding, Inc., a Delaware

  corporation, its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
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  IA ORCHARD HOTELS IRVING
  LIMITED

  PARTNERSHIP, an Illinois limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels
  Irving GP, L.L.C., a

  Delaware limited liability company, its

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  Hotels,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS IRVING TRS

  LIMITED PARTNERSHIP, an Illinois limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  IA Orchard Hotels Irving
  TRS GP, L.L.C., a

  Delaware limited liability company, its

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Inland American Orchard
  TRS

  Holding, Inc., a Delaware

  corporation, its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
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  IA ORCHARD HOTELS VIENNA,
  L.L.C., a

  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  Hotels, Inc., a 

  Delaware corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS VIENNA TRS,
  L.L.C.,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  TRS Holding,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


 


[Signatures continue on
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  IA ORCHARD HOTELS FEDERAL WAY,

  L.L.C., a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  Hotels, Inc., a 

  Delaware corporation, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IA ORCHARD HOTELS FEDERAL WAY

  TRS, L.L.C., a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland American Orchard
  TRS Holding,

  Inc., a Delaware corporation, its sole

  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PRINCIPAL:

  
	
   

  	
   

  
	
   

  	
  INLAND AMERICAN REAL ESTATE
  TRUST,

  INC., a Maryland corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lori J. Foust

  	
   

  
	
   

  	
   

  	
  Name: Lori J. Foust

  
	
   

  	
   

  	
  Title:   Treasurer