EXHIBIT
10.156


 


PROMISSORY NOTE A-2


	
   

  	
   

  	
   

  
	
  $86,212,500.00

  	
   

  	
  New York, New York

  
	
   

  	
   

  	
  December 17, 2007

  
	
   

  	
   

  	
   

  



FOR VALUE RECEIVED, THE ENTITIES SET FORTH ON
SCHEDULE I OF THIS AGREEMENT, each of which is a Delaware limited liability company
or an Illinois limited partnership, having its principal place of business at
2901 Butterfield Road, Oak Brook, Illinois 60523, each as co-maker hereunder
(referred to herein collectively as “Borrower”),
hereby unconditionally promise, on a joint and several basis, to pay to the order
of BEAR STEARNS COMMERCIAL MORTGAGE, INC.,
a New York corporation, having an address at 383 Madison Avenue, New York, New
York 10179 (“Lender”), as payee, or at such
other place as the holder hereof may from time to time designate in writing,
the principal sum of EIGHTY SIX MILLION TWO
HUNDRED TWELVE THOUSAND FIVE HUNDRED and NO/100 DOLLARS  ($86,212,500.00), in lawful money of the United States of
America with interest thereon to be computed from the date of this Note at the
Interest Rate, and to be paid in accordance with the terms of this Note and
that certain Loan Agreement, dated as of the date hereof, between Borrower,
Lender, and Bank of America, N.A., a national banking association (the “Loan Agreement”).  All capitalized terms not defined herein
shall have the respective meanings set forth in the Loan Agreement.


 


ARTICLE 1              PAYMENT TERMS


 


Borrower agrees to pay interest on the unpaid
principal sum of this Note from time to time outstanding at the rates and at
the times specified in the Loan Agreement and the outstanding balance of the
principal sum of this Note and all accrued and unpaid interest thereon shall be
due and payable on the Maturity Date. 
This Note shall be the “Note A-2” as defined in the Loan Agreement.


 


ARTICLE 2              DEFAULT AND ACCELERATION


 


The Debt shall without notice become immediately due
and payable at the option of Lender if payment required in this Note is not
paid within five (5) days after the date when due or if not paid on or
before the Maturity Date or on the happening of any other Event of Default.


 


ARTICLE 3              LOAN DOCUMENTS


 


This Note is secured by the Mortgages and the other
Loan Documents.  All of the terms,
covenants and conditions contained in the Loan Agreement, the Mortgages 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 or inconsistency
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 be limited so that, after taking into account all amounts deemed
interest, the interest contracted for, charged or received by Lender shall
never exceed the maximum lawful rate or amount, (b) in calculating whether
any interest exceeds the lawful maximum, 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 receive interest in excess of the lawful
maximum, any such excess shall be deemed to have been applied (without
prepayment penalty or premium) toward payment of the principal of any and all
then outstanding indebtedness of Borrower to Lender, or if there is no such
indebtedness, shall immediately be returned to Borrower.


 


ARTICLE 5              NO ORAL CHANGE


 


This Note may 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 any modification, 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 for payment, 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 this Note 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.  No notice to or demand on Borrower shall be
deemed to be a waiver of the obligation of Borrower or of the right of Lender
to take further action without further 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 applicable, notwithstanding any
changes in the individuals 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 be released from
any liability. If Borrower is a limited liability company, the agreements
herein contained shall remain in force and applicable, notwithstanding any
changes in the members comprising the company, and the term “Borrower,” as used
herein, shall include any alternate or successor company, but any predecessor
company shall not thereby be released from any liability.   If Borrower is a corporation, the agreements
contained herein shall remain in full force and applicable notwithstanding any
changes in the shareholders comprising, or the 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 liability 


 


 


2





















 


hereunder.  (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 entity which may be set forth in the Loan
Agreement, the Mortgages or any other Loan Document.)


 


ARTICLE 7              TRANSFER


 


Upon the transfer of this Note, Borrower hereby waiving
notice of any such transfer except as provided in the Loan Agreement, Lender
may deliver all the collateral mortgaged, granted, pledged or assigned pursuant
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 from that date forward
forever be relieved and fully discharged from any liability or responsibility
in the matter; but Lender shall retain all rights hereby given to it with
respect to any liabilities and the collateral not so transferred.


 


ARTICLE 8              EXCULPATION


 


The provisions of Section 9.4 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


 


This Note shall be governed in accordance with the
terms and provisions of Section 10.3 of the Loan Agreement.


 


ARTICLE 10              NOTICES


 


All notices or other written communications hereunder
shall be delivered in accordance with Section 10.6 of the Loan Agreement.


 


ARTICLE 11              JOINT AND SEVERAL LIABILITY


 


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


 


[NO FURTHER TEXT ON THIS
PAGE]


 


 


3










 












 


IN WITNESS WHEREOF, Borrower has duly executed this
Note 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, 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

  






 


 


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  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

  






 


 


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  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

  






 


 


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  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

  






 


 


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  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

  






 


 


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  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

  






 


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  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

  






 


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  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

  






 


 


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  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

  






 


 


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  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 American Orchard TRS Holding, Inc., a
  Delaware corporation, its sole member

  
	
   

  
	
   

  	
  By:

  	
            /s/  Lori
  J. Foust

  
	
   

  	
  Name: Lori J. Foust

  
	
   

  	
  Title:
    Treasurer

  






 


 


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  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 American Orchard TRS Holding, Inc., a
  Delaware corporation, its sole member

  
	
   

  
	
   

  	
  By:

  	
            /s/  Lori
  J. Foust

  
	
   

  	
  Name: Lori J. Foust

  
	
   

  	
  Title:
    Treasurer

  






 


 


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  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 American Orchard TRS Holding, Inc., a
  Delaware corporation, its sole member

  
	
   

  
	
   

  	
  By:

  	
            /s/  Lori
  J. Foust

  
	
   

  	
  Name: Lori J. Foust

  
	
   

  	
  Title:
    Treasurer

  






 


 


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  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 American Orchard TRS Holding, Inc., a
  Delaware corporation, its sole member

  
	
   

  
	
   

  	
  By:

  	
            /s/  Lori
  J. Foust

  
	
   

  	
  Name: Lori J. Foust

  
	
   

  	
  Title:
    Treasurer

  






 


 


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  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 American Orchard TRS Holding, Inc., a
  Delaware corporation, its sole member

  
	
   

  
	
   

  	
  By:

  	
            /s/  Lori
  J. Foust

  
	
   

  	
  Name: Lori J. Foust

  
	
   

  	
  Title:
    Treasurer

  






 


 


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  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

  






 


 


 


 


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  IA ORCHARD HOTELS BROWNSVILLE LIMITED
  PARTNERSHIP, an
  Illinois limited partnership

  
	
   

  
	
  By:

  	
  IA Orchard Hotels Brownsville 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 Brownsville 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

  






 


 


 


 


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  IA ORCHARD HOTELS DALLAS 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 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 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

  






 


 


 


 


 


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  IA ORCHARD HOTELS FORT WORTH LIMITED
  PARTNERSHIP, an
  Illinois limited partnership

  
	
   

  
	
  By:

  	
  IA Orchard Hotels Fort Worth 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

  






 


 


 


 


 


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  IA ORCHARD HOTELS HARLINGEN LIMITED PARTNERSHIP, an Illinois limited partnership

  
	
   

  
	
  By:

  	
  IA Orchard Hotels Harlingen 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 Harlingen 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

  






 


 


 


 


 


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  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

  






 


 


 


 


 


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  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

  






 


 


 


 


 


 


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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

  






 


 


 


 


 


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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

  






 


 


 


 


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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

  






 


 


 


 


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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

  






 


 


 


 


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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

  






 


 


 


 
















 


SCHEDULE I


 


List
of Borrowers


 


	
  IA Orchard Hotels
  Tucson South Williams, L.L.C., a Delaware limited liability company

  	
   

  	
  IA Orchard Hotels
  Tucson South Williams TRS, L.L.C., a Delaware limited liability company

  
	
  IA Orchard Hotels
  Lebanon, L.L.C., a Delaware limited liability company

  	
   

  	
  IA Orchard Hotels
  Lebanon TRS, L.L.C., a Delaware limited liability company

  
	
  IA Orchard Hotels
  Addison Limited Partnership, an Illinois limited partnership

  	
   

  	
  IA Orchard Hotels
  Addison TRS Limited Partnership, an Illinois limited partnership

  
	
  IA Orchard Hotels Fort
  Worth Limited Partnership, an Illinois limited partnership

  	
   

  	
  IA Orchard Hotels Fort
  Worth TRS Limited Partnership, an Illinois limited partnership

  
	
  IA Orchard Hotels
  Houston 9975 Westheimer Limited Partnership, an Illinois limited partnership

  	
   

  	
  IA Orchard Hotels
  Houston 9975 Westheimer TRS Limited Partnership, an Illinois limited
  partnership

  
	
  IA Orchard Hotels
  Houston 2929 Westpark Limited Partnership, an Illinois limited partnership

  	
   

  	
  IA Orchard Hotels
  Houston 2929 Westpark TRS Limited Partnership, an Illinois limited
  partnership

  
	
  IA Orchard Hotels
  Vienna, L.L.C., a Delaware limited liability company

  	
   

  	
  IA Orchard Hotels
  Vienna TRS, L.L.C., a Delaware limited liability company

  
	
  IA Orchard Hotels
  Federal Way, L.L.C., a Delaware limited liability company

  	
   

  	
  IA Orchard Hotels
  Federal Way TRS, L.L.C., a Delaware limited liability company

  
	
  IA Orchard Hotels
  Harlingen Limited Partnership, an Illinois limited partnership

  	
   

  	
  IA Orchard Hotels
  Harlingen TRS Limited Partnership, an Illinois limited partnership

  
	
  IA Orchard Hotels
  Tampa, L.L.C., a Delaware limited liability company

  	
   

  	
  IA Orchard Hotels Tampa
  TRS, L.L.C., a Delaware limited liability company

  
	
  IA Orchard Hotels
  Westbury, L.L.C., a Delaware limited liability company

  	
   

  	
  IA Orchard Hotels
  Westbury TRS, L.L.C., a Delaware limited liability company

  
	
  IA Orchard Hotels
  Colorado Springs, L.L.C., a Delaware limited liability company

  	
   

  	
  IA Orchard Hotels
  Colorado Springs TRS, L.L.C., a Delaware limited liability company

  



 

















 


	
  IA Orchard Hotels Baton
  Rouge, L.L.C., a Delaware limited liability company

  	
   

  	
  IA Orchard Hotels Baton
  Rouge TRS, L.L.C., a Delaware limited liability company

  
	
  IA Orchard Hotels
  Albuquerque, L.L.C., a Delaware limited liability company

  	
   

  	
  IA Orchard Hotels
  Albuquerque TRS, L.L.C., a Delaware limited liability company

  
	
  IA Orchard Hotels
  Solon, L.L.C., a Delaware limited liability company

  	
   

  	
  IA Orchard Hotels Solon
  TRS, L.L.C., a Delaware limited liability company

  
	
  IA Orchard Hotels
  Tucson East Williams, L.L.C., a Delaware limited liability company

  	
   

  	
  IA Orchard Hotels
  Tucson East Williams TRS, L.L.C., a Delaware limited liability company

  
	
  IA Orchard Hotels Los
  Alamitos, L.L.C., a Delaware limited liability company

  	
   

  	
  IA Orchard Hotels Los
  Alamitos TRS, L.L.C., a Delaware limited liability company

  
	
  IA Orchard Hotels
  Cranbury, L.L.C., a Delaware limited liability company

  	
   

  	
  IA Orchard Hotels
  Cranbury TRS, L.L.C., a Delaware limited liability company

  
	
  IA Orchard Hotels
  Somerset, L.L.C., a Delaware limited liability company

  	
   

  	
  IA Orchard Hotels Somerset
  TRS, L.L.C.,a Delaware limited liability company

  
	
  IA Orchard Hotels
  Hauppauge, L.L.C., a Delaware limited liability company

  	
   

  	
  IA Orchard Hotels
  Hauppauge TRS, L.L.C., a Delaware limited liability company

  
	
  IA Orchard Hotels
  Nashville, L.L.C., a Delaware limited liability company

  	
   

  	
  IA Orchard Hotels
  Nashville TRS, L.L.C., a Delaware limited liability company

  
	
  IA Orchard Hotels
  Brownsville Limited Partnership, an Illinois limited partnership

  	
   

  	
  IA Orchard Hotels
  Brownsville TRS Limited Partnership, an Illinois limited partnership

  
	
  IA Orchard Hotels
  Irving Limited Partnership, an Illinois limited partnership

  	
   

  	
  IA Orchard Hotels
  Irving TRS Limited Partnership, an Illinois limited partnership

  
	
  IA Orchard Hotels
  Dallas Limited Partnership, an Illinois limited partnership

  	
   

  	
  IA Orchard Hotels
  Dallas TRS Limited Partnership, an Illinois limited partnership

  
	
  IA Orchard Hotels
  Houston 9965 Westheimer Limited Partnership, an Illinois limited partnership

  	
   

  	
  IA Orchard Hotels
  Houston 9965 Westheimer TRS Limited Partnership, an Illinois limited
  partnership

  
	
  IA Orchard Hotels
  Houston 2939 Westpark Limited Partnership, an Illinois limited partnership

  	
   

  	
  IA Orchard Hotels
  Houston 2939 Westpark TRS Limited Partnership, an Illinois limited
  partnership

  
	
  IA Orchard Hotels
  Danbury, L.L.C., a Delaware limited liability company

  	
   

  	
  IA Orchard Hotels
  Danbury TRS, L.L.C., a Delaware limited liability company