EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN INLAND AMERICAN REAL ESTATE TRUST, INC. AND XENIA HOTELS & RESORTS, INC. DATED AS OF FEBRUARY 3, 2015

Exhibit 10.2

BY AND BETWEEN

AND

XENIA HOTELS & RESORTS, INC.

DATED AS OF FEBRUARY 3, 2015

This Employee Matters Agreement (the “Agreement”) is entered into as of February 3, 2015, by and between Inland American Real Estate Trust, Inc., a Maryland corporation (“Inland American”), and Xenia Hotels & Resorts, Inc., a Maryland corporation (“Xenia”), each a “Party” and together, the “Parties.”

RECITALS:

WHEREAS, Xenia is and prior to the Distribution will be a wholly owned subsidiary of Inland American;

WHEREAS, the board of directors of Inland American has determined that it is advisable and in the best interests of Inland American to establish Xenia as an independent publicly traded company;

WHEREAS, to effect this separation, the Parties have entered into that certain Separation and Distribution Agreement dated as of January 20, 2015 (as amended or otherwise modified from time to time, the “Separation Agreement”); and

WHEREAS, pursuant to the Separation Agreement, Inland American and Xenia are entering into this Agreement for the purpose of allocating between and among them certain assets, Liabilities and responsibilities with respect to certain (i) employees, (ii) compensation and benefit plans, programs and arrangements and (iii) other employee-related matters.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions. The following capitalized terms shall have the meanings set forth below when used in this Agreement:

“Accrued PTO” means, with respect to an Inland American Employee or a Xenia Employee, such individual’s accrued vacation, paid-time-off and sick time, if any.

“Affiliate” shall mean, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person. For this purpose “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities, by contract or otherwise. Unless explicitly provided herein to the contrary, for purposes of this Agreement, Inland American shall be deemed not to be an Affiliate of Xenia or any of its Subsidiaries, and Xenia shall be deemed not to be an Affiliate of Inland American or any of its Subsidiaries (other than Xenia and the Xenia Subsidiaries).

“Agreement” shall have the meaning set forth in the preamble to this Agreement and includes all Exhibits attached hereto or delivered pursuant hereto.

“Ancillary Agreements” shall have the meaning provided in the Separation Agreement.

“Benefit Plan” shall mean any compensation and/or benefit plan, program, arrangement, agreement or other commitment that is sponsored, maintained, entered into or contributed to by an entity or with respect to which such entity otherwise has any liability or obligation, whether fixed or contingent, including each such (i) employment, consulting, noncompetition, nondisclosure, nonsolicitation, severance, termination, pension, retirement, supplemental retirement, excess benefit, profit sharing, bonus, incentive, sales incentive, commission, deferred compensation, retention, transaction, change in control and similar plan, program, arrangement, agreement or other commitment, (ii) stock option, restricted stock, restricted stock unit, share unit, performance stock, stock appreciation, stock purchase, deferred stock or other compensatory equity or equity-based plan, program, arrangement, agreement or other commitment, (iii) savings, life, health, disability, accident, medical, dental, vision, cafeteria, insurance, flexible spending, adoption/dependent/employee assistance, tuition, vacation, relocation, paid-time-off, other fringe benefit and other employee compensation plan, program, arrangement, agreement or other commitment, including in each case, each “employee benefit plan” as defined in Section 3(3) of ERISA and any trust, escrow, funding, insurance or other agreement related to any of the foregoing.

“COBRA” shall mean the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and Sections 601 through 608 of ERISA, together with all regulations promulgated thereunder.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Distribution” shall have the meaning provided in the Separation Agreement.

“Distribution Date” shall mean the date on which the Distribution occurs, such date to be determined by, or under the authority of, the board of directors of Inland American, in its sole and absolute discretion.

“DOL” shall mean the U.S. Department of Labor.

“Effective Time” shall have the meaning provided in the Separation Agreement.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Force Majeure” has the meaning set forth in Section 10.19.

“Former Inland American Employee” shall mean any employee, consultant, director or other service provider who provides or provided services primarily for the benefit of any Inland American Entity and who (A) terminates or has terminated his or her employment or other service

relationship with any Inland American Entity at any time, including any such individual who terminated employment or service prior to the Effective Time, and (B) the Parties determine to be a Former Inland American Employee. For the avoidance of doubt, any transfer of employment or other service relationship between the Inland American Entities and/or the Xenia Entities for purposes of effectuating the Distribution shall not constitute a termination of employment or other service relationship for purposes of this definition. To the extent such designation is not readily made, the Parties agree to negotiate in good faith to agree upon a designation as a Former Inland American Employee or a Former Xenia Employee.

“Former Xenia Employee” shall mean any employee, consultant, director or other service provider who provides or provided services primarily for the benefit of any Xenia Entity and who (A) terminates or has terminated his or her employment or other service relationship with any Xenia Entity at any time, including any such individual who terminated employment or service prior to the Effective Time, and (B) whom the Parties determine to be a Former Xenia Employee. For the avoidance of doubt, any transfer of employment or other service relationship between Inland American Entities and/or Xenia Entities for purposes of effectuating the Distribution shall not constitute a termination of employment or other service relationship for purposes of this definition. To the extent such designation is not readily made, the Parties agree to negotiate in good faith to agree upon a designation as a Former Inland American Employee or a Former Xenia Employee.

“Governmental Authority” shall mean any U.S. federal, state, local or non-U.S. court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

“HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996, as amended.

“Inland American” shall have the meaning provided in the preamble to this Agreement.

“Inland American 401(k) Plan” shall mean the Inland Group, Inc. Savings Plan.

“Inland American Benefit Plan” shall mean each Benefit Plan sponsored, maintained entered into or contributed to by any Inland American Entity, in any case, under which more than one service provider is eligible to receive compensation and/or benefits.

“Inland American Cash Incentive Plans” shall have the meaning provided in Section 6.1.

“Inland American Cafeteria Plan” shall mean a “cafeteria plan” (within the meaning of Section 125 of the Code), including any health flexible spending account or dependent care plan, maintained by Inland American.

“Inland American Employee” shall mean each employee, consultant, director and other service provider who provides services primarily for the benefit of any Inland American Entity and who, following the Effective Time, remains employed by or in service with any Inland American Entity, including any such active employees and any such employees on approved leaves of absence.

“Inland American Entities” means Inland American and the Subsidiaries of Inland American other than Xenia and the Xenia Subsidiaries (each, an “Inland American Entity”).

“Inland American Equity Plans” shall mean the Inland American Real Estate Trust, Inc. 2014 Share Unit Plan, the Inland American Communities Group, Inc. 2014 Share Unit Plan, the Inland American Real Estate Trust, Inc. Amended and Restated Independent Director Stock Option Plan and any other stock option or equity incentive compensation plan or arrangement maintained by any Inland American Entity on or prior to the Distribution Date for the benefit of employees, consultants, directors and/or other service providers of any Inland American Entity. For the avoidance of doubt, neither the Xenia Hotels & Resorts, Inc. 2014 Share Unit Plan nor the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan shall be deemed to be an Inland American Equity Plan.

“Inland American Health and Welfare Plans” shall mean, collectively, the plans listed on Exhibit A hereto.

“Inland American Individual Agreement” shall mean each Benefit Plan sponsored, maintained entered into or contributed to by any Inland American Entity, in any case, under which no more than one service provider is eligible to receive compensation and/or benefits.

“Inland American Participant” shall mean any individual who, (i) prior to the Distribution Date, is eligible to participate in one or more Inland American Benefit Plans and has not become a Xenia Participant, and (ii) following the Distribution Date, is (A) an Inland American Employee who is eligible to participate in one or more Inland American Benefit Plans, (B) a Former Inland American Employee who remains entitled to payments, benefits and/or participation under any Inland American Benefit Plan, (C) a Former Xenia Employee who terminated employment or other service on or prior to the Distribution Date, to the extent such individual remains entitled to payments, benefits and/or participation under any Inland American Benefit Plan, or (D) a beneficiary, dependent or alternate payee of any of the foregoing. For the avoidance of doubt, “Inland American Participant” shall not include any individual who becomes a Xenia Participant (or any beneficiary, dependent or alternate payee thereof) once such individual becomes a Xenia Participant.

“IRS” shall mean the Internal Revenue Service.

“Law” shall mean any law, statute, ordinance, code, rule, regulation, order, writ, proclamation, judgment, injunction or decree of any Governmental Authority.

“Liability” and “Liabilities” shall have such meanings as provided in the Separation Agreement.

“Participating Company” shall mean, with respect to an Inland American Benefit Plan, any Inland American Entity and, prior to the Distribution, each Xenia Entity, in each case, that is a participating employer in such Inland American Benefit Plan.

“Party” or “Parties” shall have the meaning provided in the preamble to this Agreement.

“Person” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“Separation Agreement” shall have the meaning provided in the recitals to this Agreement.

“Subsidiary” shall mean, with respect to any specified Person, any corporation, partnership, limited liability company, joint venture or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such specified Person or by any one or more of its subsidiaries, or by such specified Person and one or more of its subsidiaries.

“Transaction Bonus Awards” shall have the meaning provided in Section 3.1.

“Transactions” shall have such meaning as provided in the Separation Agreement.

“Workers’ Comp Liabilities” shall have the meaning provided in Section 5.6.

“Xenia” shall have the meaning provided in the preamble to this Agreement.

“Xenia 401(k) Plan” shall have the meaning provided in Section 4.1.

“Xenia Benefit Plan” shall mean each Benefit Plan (i) that is not an Inland American Benefit Plan, (ii) which is sponsored, maintained, entered into or contributed to by any Xenia Entity, and (iii) under which more than one service provider is eligible to receive compensation and/or benefits, including the Xenia 401(k) Plan, each Xenia Equity Plan, the Xenia Cafeteria Plan and the Xenia Health and Welfare Plans.

“Xenia Cafeteria Plan” shall mean a “cafeteria plan” (within the meaning of Section 125 of the Code), including any health flexible spending account or dependent care plan, maintained by any Xenia Entity.

“Xenia Employee” shall mean each employee, consultant, director and other service provider who provides services primarily for the benefit of any Xenia Entity and who, following the Effective Time, remains employed by or in service with any Xenia Entity, including any such active employees and any such employees on approved leaves of absence.

“Xenia Entities” means Xenia and each Xenia Subsidiary (each, a “Xenia Entity”).

“Xenia Equity Plan” shall mean the Xenia Hotels & Resorts, Inc. 2014 Share Unit Plan, the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan and any other stock option or equity incentive compensation plan or arrangement maintained by any Xenia Entity on or prior to the Distribution Date for the benefit of employees, consultants, directors and/or other service providers of any Xenia Entity.

“Xenia Health and Welfare Plans” shall have the meaning provided in Section 5.1.

“Xenia Individual Agreement” shall mean each Benefit Plan sponsored, maintained entered into or contributed to by any Xenia Entity, in any case, under which no more than one service provider is eligible to receive compensation and/or benefits.

“Xenia Participant” shall mean any individual who is or becomes (i) a Xenia Employee who is eligible to participate in one or more Xenia Benefit Plans, (ii) a Former Xenia Employee who remains entitled to payments, benefits and/or participation under any Xenia Benefit Plan, or (iii) a beneficiary, dependent or alternate payee of any of the foregoing, in each case, beginning on the first date that such individual qualifies as a Xenia Participant in accordance with any of the foregoing.

“Xenia Subsidiaries” shall have such meaning as provided in the Separation Agreement.

Section 1.2 References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections and Exhibits shall be deemed references to Articles and Sections of, and Exhibits to, this Agreement. Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.

ARTICLE II

GENERAL PRINCIPLES

Section 2.1 Post-Distribution Employment. Immediately after the Effective Time, by virtue of this Agreement and without further action by any Person, (a) each Inland American Employee shall continue to be employed or engaged at Inland American or such other Inland American Entity as employs or engages such Inland American Employee as of immediately prior to the Effective Time, and (b) each Xenia Employee shall continue to be employed or engaged at Xenia or such other Xenia Entity as employs or engages such Xenia Employee as of immediately prior to the Effective Time. The Parties shall cooperate to effectuate any transfers of employment contemplated by this Agreement, including transfers necessary to ensure that all Inland American Employees are employed or engaged at an Inland American Entity and all Xenia Employees are employed or engaged at a Xenia Entity, in each case, as of immediately prior to the Effective Time.

Section 2.2 No Termination/Severance; No Change in Control. No Inland American Employee or Xenia Employee shall (a) terminate employment or service or be deemed to terminate employment or service solely by virtue of the consummation of the Distribution, any transfer of employment or other service relationship contemplated hereby, or any related transactions or events contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement, or (b) become entitled to any severance, termination, separation or similar rights, payments or benefits, whether under any Benefit Plan or otherwise, in connection with any of the foregoing. Other than with respect to awards granted under the Inland American Real Estate Trust, Inc. 2014 Share Unit Plan or the Xenia Hotels & Resorts, Inc. 2014 Share Unit Plan or as otherwise expressly provided in an Inland American Benefit Plan or Xenia Benefit Plan, neither the

Distribution nor any other transaction(s) contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement shall constitute or be deemed to constitute a “change in/of control” or any similar corporate transaction impacting the vesting or payment of any amounts or benefits for purposes of any Inland American Benefit Plan or Xenia Benefit Plan. Awards granted under the Inland American Real Estate Trust, Inc. 2014 Share Unit Plan or the Xenia Hotels & Resorts, Inc. 2014 Share Unit Plan shall be treated according to the terms of the applicable plan and any award agreement thereunder.

Section 2.3 Termination of Xenia Participation in Inland American Benefit Plans; Liability for Benefit Plans and Individual Agreements.

(a) Except as otherwise expressly provided for in this Agreement (including with respect to participation in any Inland American Equity Plan) or as otherwise expressly agreed to in writing between the Parties, effective as of the Effective Time, (i) Xenia and each other Xenia Entity shall cease to be a Participating Company in each Inland American Benefit Plan (to the extent any such Xenia Entity was such a Participating Company as of immediately prior to the Distribution), and (ii) each Xenia Participant shall cease to participate in, be covered by, accrue benefits under or be eligible to contribute to any Inland American Benefit Plan (to the extent any such Xenia Participant so participated in any Inland American Benefit Plan as of immediately prior to the Distribution), and, in each case, Inland American and Xenia shall take all necessary action prior to the Effective Time to effectuate each such cessation.

(b) Effective as of the Effective Time, (A) Inland American and/or the other Inland American Entities shall be solely liable for, and no Xenia Entity shall have any obligation or Liability under, any Inland American Benefit Plan or Inland American Individual Agreement, and (B) except to the extent provided in Section 3.1 below, Xenia and/or the other Xenia Entities shall be solely liable for, and no Inland American Entity shall have any obligation or Liability under, any Xenia Benefit Plan or any Xenia Individual Agreement.

Section 2.4 Employment Law Liabilities.

(a) Separate Employers. Subject to the provisions of ERISA and the Code, on and after the Distribution Date, each Inland American Entity shall be a separate and independent employer from each Xenia Entity.

(b) Employment Litigation. Except as otherwise expressly provided in this Agreement, (i) Xenia and/or the other Xenia Entities shall be solely liable for, and no Inland American Entity shall have any obligation or Liability with respect to, any employment-related claims and Liabilities regarding Xenia Employees, prospective Xenia Employees and/or Former Xenia Employees relating to, arising out of, or resulting from the prospective employment or service, actual employment or service and/or termination of employment or service, in any case, of such individual(s) with any Inland American Entity or Xenia Entity, whether the basis for such claims arose before, as of, or after the Effective Time, and (ii) Inland American and/or the other Inland American Entities shall be solely liable for, and no Xenia Entity shall have any obligation or Liability with respect to, any employment-related claims and Liabilities regarding Inland American Employees, prospective Inland American Employees and/or Former Inland American Employees relating to, arising out of, or resulting from the prospective employment or service,

actual employment or service and/or termination of employment or service, in any case, of such individual(s) with any Inland American Entity or Xenia Entity, whether the basis for such claims arose before, as of, or after the Effective Time.

Section 2.5 Service Recognition.

(a) Pre-Distribution Service Credit. With respect to Xenia Participants, each Xenia Benefit Plan shall provide that all service, all compensation and all other benefit-affecting determinations (including with respect to vesting) that, as of immediately prior to the Effective Time, were recognized under a corresponding Inland American Benefit Plan (or would have been recognized under a corresponding Inland American Benefit Plan in which such Xenia Participant was eligible to participate immediately prior to the Effective Time, had such Xenia Participant actually participated in such corresponding Inland American Benefit Plan) shall, as of immediately after the Effective Time or any subsequent effective date for such Xenia Benefit Plan, receive full recognition, credit and validity and be taken into account under such Xenia Benefit Plan to the same extent as credit was (or would have been) recognized under such Inland American Benefit Plan, except (i) to the extent that duplication of benefits would result or (ii) for benefit accrual under any defined benefit pension plan.

(b) Post-Distribution Service Credit. Except to the extent required by applicable Law, (i) no Inland American Entity shall be obligated to recognize any service of a Xenia Employee after the Effective Time for any purpose under any Inland American Benefit Plan, and (ii) no Xenia Entity shall be obligated to recognize any service of an Inland American Employee after the Effective Time for any purpose under any Xenia Benefit Plan; provided, however, that nothing herein shall prohibit any Inland American Entity or any Xenia Entity from recognizing such service.

ARTICLE III

EQUITY PLANS

Section 3.1 Inland American Equity Plans; Xenia Equity Plans. Following the Effective Time, except as set forth in the following sentence, Xenia (acting directly or through any Xenia Entity) shall be responsible for any and all Liabilities and other obligations with respect to the Xenia Equity Plans and all awards granted thereunder, and Inland American (acting directly or through any Inland American Entity) shall be responsible for any and all Liabilities and other obligations with respect to the Inland American Equity Plans and all awards granted thereunder. Notwithstanding the forgoing, Inland American shall be responsible for any and all Liabilities and with respect to any awards granted to Inland American Employees prior to the Effective Time under the Xenia Hotels & Resorts, Inc. 2014 Share Unit Plan (the “Transaction Bonus Awards”). To the extent that any Xenia Entity actually incurs any Liability with respect the Transaction Bonus Awards, Inland American shall reimburse Xenia for any such amounts.

ARTICLE IV

TAX-QUALIFIED DEFINED CONTRIBUTION PLAN

Section 4.1 Inland American 401(k) Plan; Xenia 401(k) Plan. The Parties acknowledge and agree that, as of the Distribution Date, Xenia or another Xenia Entity has established a defined

contribution plan and trust solely for the benefit of eligible Xenia Participants (the “Xenia 401(k) Plan”). Xenia shall be responsible for taking all necessary, reasonable and appropriate action to maintain and administer the Xenia 401(k) Plan so that it is qualified under Section 401(a) of the Code and the related trust thereunder is exempt under Section 501(a) of the Code. Following the Effective Time, Xenia (acting directly or through any Xenia Entity) shall be responsible for any and all Liabilities and other obligations with respect to the Xenia 401(k) Plan, and Inland American (acting directly or through any Inland American Entity) shall be responsible for any and all Liabilities and other obligations with respect to the Inland American 401(k) Plan.

Section 4.2 Transfer of Xenia 401(k) Plan Assets. As soon as practicable following the Distribution Date (or such later time as mutually agreed by the Parties), Inland American shall cause the accounts (including any promissory notes related to outstanding participant loans) in the Inland American 401(k) Plan attributable to eligible Xenia Participants and their beneficiaries and alternate payees and any Inland American Participants who are Former Xenia Employees and their beneficiaries and alternate payees, if any, and all of the assets in the Inland American 401(k) Plan related thereto to be transferred to the Xenia 401(k) Plan, and Xenia shall cause the Xenia 401(k) Plan to accept such transfer of accounts, promissory notes and underlying assets and, effective as of the date of such transfer, to assume and to fully perform, pay and discharge, all obligations relating to the accounts of Xenia Participants (to the extent the assets related to those accounts are actually transferred from the Inland American 401(k) Plan to the Xenia 401(k) Plan).

Section 4.3 No Distributions. No distribution of account balances shall be made to any Xenia Participant solely on account of the transfers from the Inland American 401(k) Plan described in Section 4.2 above.

Section 4.4 Regulatory Filings. In connection with the transfer of assets and Liabilities from the Inland American 401(k) Plan to the Xenia 401(k) Plan contemplated in this Article IV, Inland American and Xenia (each acting directly or through any Inland American Entity or the Xenia Entity, as applicable) shall cooperate in making any and all appropriate filings required by the IRS, or required under the Code, ERISA or any applicable regulations, and shall take all such action as may be necessary and appropriate to cause such plan-to-plan transfer to take place as soon as practicable after the effectiveness of the Xenia 401(k) Plan; provided, however, that Xenia shall be solely responsible for complying with any requirements and applying for any IRS determination letters with respect to the Xenia 401(k) Plan.

ARTICLE V

HEALTH AND WELFARE PLANS; WORKERS’ COMPENSATION

Section 5.1 Xenia Health and Welfare Plans. As of the Distribution Date, Xenia or one or more Xenia Subsidiaries maintains each of the health and welfare plans set forth on Exhibit B hereto (the “Xenia Health and Welfare Plans”) for the benefit of eligible employees of the Xenia Entities and their dependents and beneficiaries, each of which shall remain in effect immediately following the Distribution. In addition, as of the Distribution Date, Inland American or one or more of the Inland American Entities maintains each of the health and welfare plans set forth on Exhibit A hereto (the “Inland American Health and Welfare Plans”).

Section 5.2 Cafeteria Plan. As the Distribution Date, Xenia or one or more Xenia Subsidiaries maintains the Xenia Cafeteria Plan for the benefit of eligible employees of the Xenia Entities. Following the Effective Time, Xenia (acting directly or through any Xenia Entity) shall be responsible for any and all Liabilities and other obligations with respect to the Xenia Cafeteria Plan, and Inland American (acting directly or through any Inland American Entity) shall be responsible for any and all Liabilities and other obligations with respect to the Inland American Cafeteria Plan. Notwithstanding the forgoing, Inland American shall continue to administer the Inland American Cafeteria Plan with respect to the plan year ending December 31, 2014, including with respect to Xenia Employees and Former Xenia Employees who participated in the Inland American Cafeteria Plan during such plan year.

Section 5.3 COBRA and HIPAA.

(a) Xenia (acting directly or through any other Xenia Entity) and the Xenia Health and Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to all Xenia Participants (and their respective dependents and beneficiaries), in each case, who experience a COBRA qualifying event on or after the first date on which such individual qualifies as a Xenia Participant. Inland American (acting directly or through any other Inland American Entity) and the Inland American Health and Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to each individual who is an Inland American Participant (or a dependent or beneficiary thereof) at the time such individual experiences a COBRA qualifying event, provided that Xenia shall reimburse Inland American to the extent of any Liability actually incurred by an Inland American Entity with respect thereto relating to an Inland American Participant who is a Former Xenia Employee. Neither the consummation of the Distribution, any transfer of employment contemplated hereby, or any related transactions or events contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement shall constitute a COBRA qualifying event for purposes of COBRA with respect to any Inland American Participant or any Xenia Participant (or any dependent or beneficiary thereof).

(b) Xenia (acting directly or through any other Xenia Entity) shall be responsible for compliance with any certificate of creditable coverage or other applicable requirements of HIPAA or Medicare applicable to the Xenia Health and Welfare Plans with respect to Xenia Participants. Inland American (acting directly or through any other Inland American Entity) shall be responsible for compliance with any certificate of creditable coverage or other applicable requirements of HIPAA or Medicare applicable to the Inland American Health and Welfare Plans with respect to Inland American Participants.

Section 5.4 Inland American to Provide Information. To the extent permitted by Law, Inland American or the relevant Inland American Health and Welfare Plan shall provide to Xenia or the relevant Xenia Health and Welfare Plan (to the extent that relevant information is in Inland American’s possession) such data as may be necessary for Xenia to comply with its obligations hereunder, which may include the names of Xenia Participants who were participants in or otherwise entitled to benefits under the Inland American Health and Welfare Plans prior to the Distribution, together with each such individual’s service credit under such plans, information concerning each such individual’s current plan-year expenses incurred towards deductibles,

out-of-pocket limits and co-payments, maximum benefit payments, and any benefit usage towards plan limits thereunder. Inland American shall, as soon as practicable after requested, provide Xenia with such additional information that is in Inland American’s possession (and not already in the possession of a Xenia Entity) as may be reasonably requested by Xenia and necessary to administer effectively any Xenia Health and Welfare Plan. Inland American and each Xenia Entity shall enter into such other agreements as are necessary to comply with this Section 5.4, including, but not limited to, any agreements required by HIPAA.

Section 5.5 Liabilities.

(a) Insured Benefits. With respect to employee welfare and fringe benefits that are provided through the purchase of insurance, Inland American shall, with respect to Xenia Participants who participated in such Inland American Health and Welfare Plans, cause the Inland American Health and Welfare Plans to, through such insurance policies, pay and discharge all eligible claims of Xenia Participants that are incurred prior to the termination of such Xenia Participants’ participation in the applicable Inland American Health and Welfare Plan, and Xenia shall cause the Xenia Health and Welfare Plans to, through such insurance policies, pay and discharge all eligible claims of Xenia Participants that are incurred on or after enrollment of such Xenia Participants in the Xenia Health and Welfare Plans (it being understood that neither Inland American Health and Welfare Plans nor Xenia Health and Welfare Plans shall be responsible for any claims that arise following the claimant’s termination of participation in the applicable Inland American Health and Welfare Plan if the claimant does not validly enroll in an applicable Xenia Health and Welfare Plan).

(b) Short-Term and Long-Term Disability Benefits. For the avoidance of doubt, with respect to any Xenia Employee who becomes entitled to receive long-term or short-term disability benefits prior to the Effective Time, such Xenia Employee shall be transferred to, and shall receive any long-term or short-term disability benefits to which such Xenia Employee is entitled under, the Xenia Health and Welfare Plans as of the Effective Time in accordance with the terms of such plans.

(c) Incurred Claim Definition. For purposes of this Article V, a claim or Liability shall generally be deemed to be incurred (i) with respect to medical, dental, vision, and/or prescription drug benefits, on the date that the health services giving rise to such claim or Liability are rendered or performed and not when such claim is made; provided, however that with respect to a period of continuous hospitalization, a claim is incurred upon the first date of such hospitalization and not on the date that such services are performed and (ii) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or Liability.

(d) Accrued Paid-Time-Off. Following the Effective Time, (i) Xenia shall (directly or through another Xenia Entity) recognize and honor the Accrued PTO credited to each Xenia Employee by such individual’s employer immediately prior to the Effective Time and (ii) Inland American shall (directly or through another Inland American Entity) recognize and honor the Accrued PTO credited to each Inland American Employee by such individual’s employer immediately prior to the Effective Time. Notwithstanding the foregoing, (x) all Accrued PTO shall be used in accordance with the terms and conditions of the post-Distribution employer’s applicable

policies and programs, to the extent permissible by law, and (y) any paid-time-off accruals in respect of post-Distribution services (if any) shall be made in accordance with the terms and conditions of the post-Distribution employer’s applicable policies and programs (except to the extent otherwise provided in an applicable Inland American Individual Agreement or Xenia Individual Agreement).

Section 5.6 Workers’ Compensation Liabilities. All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by an Inland American Employee or Former Inland American Employee that results from an accident occurring, or from an occupational disease which becomes manifest (collectively, “Workers’ Comp Liabilities”) before, as of or after the Effective Time, shall be retained by and be obligations of Inland American or its insurers. All Workers’ Comp Liabilities relating to, arising out of, or resulting from any claim by a Xenia Employee or Former Xenia Employee that arises or manifests prior to the date on which such Xenia Employee or Former Xenia Employee was covered by an applicable workers’ compensation insurance program maintained by a Xenia Entity shall be obligations of Inland American and its insurers, provided that Xenia shall reimburse Inland American to the extent of any such Workers’ Comp Liability actually incurred by an Inland American Entity. All Workers’ Comp Liabilities relating to, arising out of, or resulting from any claim by a Xenia Employee or Former Xenia Employee that arises or manifests on or after the date on which such Xenia Employee or Former Xenia Employee was covered under a workers’ compensation insurance program maintained by a Xenia Entity shall be obligations of Xenia and its insurers. For purposes of this Agreement, a compensable injury giving rise to a Workers’ Comp Liability shall be deemed to be sustained upon the occurrence of the event giving rise to eligibility for workers’ compensation benefits or at the time that an occupational disease becomes manifest, as the case may be. Each Inland American Entity and each Xenia Entity shall cooperate with respect to any notification to appropriate Governmental Authorities of the effective time and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

ARTICLE VI

INCENTIVE COMPENSATION

Section 6.1 Xenia Cash Incentive Plans and Liabilities. Following the Effective Time, Xenia shall assume or retain, as applicable, responsibility for any and all payments, obligations and other Liabilities relating to any amounts that any Xenia Employee has either earned (if not payable by its terms prior to the Effective Time) or become eligible to earn, in either case, as of the Effective Time under any cash incentive, annual performance bonus, commission and similar cash plan or program maintained by Inland American in which one or more Xenia Employees is eligible to participate as of immediately prior to the Effective Time (excluding, for the avoidance of doubt, any such plans maintained by a Xenia Entity that are not Inland American Benefit Plans) (the “Inland American Cash Incentive Plans”), and shall fully perform, pay and discharge the foregoing if and when such payments, obligations and/or other Liabilities become due. Inland American shall have no Liability for any payments, obligations or other Liabilities relating to any Xenia Employee with respect to any Inland American Cash Incentive Plan after the Effective Time. Following the Effective Time, the Xenia Entities shall be solely responsible for, and no Inland American Entities shall have any obligation or Liability with respect to, any and all payments, obligations and other Liabilities under any cash incentive, annual performance bonus, commission and similar cash plan or program maintained by Xenia, and shall fully perform, pay and discharge the forgoing if and when such payments, obligations and/or other Liabilities become due.

Section 6.2 Inland American Retention of Cash Incentive Liabilities. Following the Effective Time, the Inland American Entities shall be solely liable for, and no Xenia Entity shall have any obligation or Liability with respect to, any and all payments, obligations and other Liabilities relating to any awards that any Inland American Employee has earned or is eligible to earn under the Inland American Cash Incentive Plans and shall fully perform, pay and discharge the foregoing if and when such payments, obligations and/or other Liabilities become due.

ARTICLE VII

PAYROLL REPORTING AND WITHHOLDING

Section 7.1 Form W-2 Reporting. Inland American and Xenia shall, and shall cause the other Inland American Entities and the other Xenia Entities to, respectively, take such action as may be reasonably necessary or appropriate in order to minimize Liabilities related to payroll taxes after the Effective Time. Inland American and Xenia shall, and shall cause the other Inland American Entities and the other Xenia Entities to, respectively, each bear its responsibility for payroll tax obligations and for the proper reporting to the appropriate governmental authorities of compensation earned by their respective employees after the Effective Time.

Section 7.2 Garnishments, Tax Levies, Child Support Orders, and Wage Assignments. With respect to garnishments, tax levies, child support orders, and wage assignments in effect with Inland American (or any other Inland American Entity) as of the Distribution Date for any Xenia Employee or Former Xenia Employee, Xenia (and any other employing Xenia Entity), as appropriate, shall honor such payroll deduction authorizations and shall continue to make payroll deductions and payments to the authorized payee, as specified by the court or governmental order which was on file with Inland American as of immediately prior to the Distribution Date. Inland American shall, as soon as practicable after the Distribution Date, provide Xenia (and any other employing Xenia Entity), as appropriate, with such information in Inland American’s possession (and not already in the possession of a Xenia Entity) as may be reasonably requested by the Xenia Entities and necessary for the Xenia Entities to make the payroll deductions and payments to the authorized payee as required by this Section 7.2.

Section 7.3 Authorizations for Payroll Deductions. Unless otherwise prohibited by a Benefit Plan or by this Agreement or another Ancillary Agreement or by applicable Law, Xenia and the other Xenia Entities, as appropriate, shall honor payroll deduction authorizations attributable to any Xenia Employee that are in effect with any Inland American Entity on the Distribution Date relating to such Xenia Employee, and shall not require that such Xenia Employee submit a new authorization to the extent that the type of deduction by Xenia or any other Xenia Entity, as appropriate, does not differ from that made by the Inland American Entity. Such deduction types include: pre-tax (in accordance with Section 125 of the Code) contributions to any Xenia Benefit Plan, including any voluntary benefit plan; scheduled loan repayments to any Xenia Benefit Plan; and direct deposit of payroll, employee relocation loans, and other types of authorized company receivables usually collectible through payroll deductions. Each Party shall, as soon as practicable after the Distribution Date, provide the other Party with such information in its possession as may be reasonably requested by the other Party and as necessary for that Party to honor the payroll deduction authorizations contemplated by this Section 7.3.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 General Indemnification. The indemnification rights and obligations of the Parties under this Agreement shall be governed by, and be subject to, the provisions of Article IX of the Separation Agreement, which provisions are hereby incorporated by reference into this Agreement.

ARTICLE IX

GENERAL AND ADMINISTRATIVE

Section 9.1 Business Associate Agreements. The Parties hereby agree to enter into any business associate agreements that may be required for the sharing of any information pursuant to this Agreement to comply with the requirements of HIPAA.

Section 9.2 Reasonable Efforts/Cooperation. Each Party shall use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement, including adopting Benefit Plans and/or Benefit Plan amendments. Without limiting the generality of the foregoing, each of the Parties shall reasonably cooperate in all respects with regard to all matters relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

Section 9.3 Employer Rights. Except as expressly provided for in Article V, nothing in this Agreement shall (a) prohibit any Xenia Entity from amending, modifying or terminating any Xenia Benefit Plan or Xenia Individual Agreement at any time, subject to the terms and conditions thereof, or (b) prohibit any Inland American Entity from amending, modifying or terminating any Inland American Benefit Plan or any Inland American Individual Agreement at any time, subject to the terms and conditions thereof. In addition, nothing in this Agreement shall be interpreted as an amendment or other modification of any Benefit Plan.

Section 9.4 Effect on Employment. Without limiting any other provision of this Agreement, none of the Distribution or any actions taken in furtherance of the Distribution, whether under the Separation Agreement, this Agreement, any other Ancillary Agreement or otherwise, in any case, shall in and of itself cause any employee to be deemed to have incurred a termination of employment or service or, except as expressly provided in this Agreement, to entitle such individual to any payments or benefits under any Benefit Plan or otherwise. Furthermore, nothing in this Agreement is intended to or shall confer upon any Inland American Employee, Former Inland American Employee, Xenia Employee or Former Xenia Employee any right to continued employment or service, or any recall or similar rights to an individual on layoff or any type of approved leave.

Section 9.5 Consent Of Third Parties. If any provision of this Agreement is dependent on the consent or action of any third party, the Parties hereto shall use their commercially reasonable efforts to obtain such consent or cause such action. If such consent is withheld or such action is not taken, the Parties hereto shall use their commercially reasonable efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent or take action, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory alternative manner.

Section 9.6 Beneficiary Designation/Release Of Information/Right To Reimbursement. Without limiting any other provision hereof, to the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of information and rights to reimbursement made by or relating to Xenia Participants under Inland American Benefit Plans and in effect immediately prior to the Effective Time shall be transferred to and be in full force and effect under the corresponding Xenia Benefit Plans until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply to, the relevant Xenia Participant.

Section 9.7 Compliance. As of the Distribution Date, Xenia (acting directly or through any Xenia Entity) shall be solely responsible for compliance under ERISA with respect to each Xenia Benefit Plan.

ARTICLE X

MISCELLANEOUS

Section 10.1 Non-Occurrence of Distribution. Notwithstanding anything in this Agreement to the contrary, if the Separation Agreement is terminated prior to the Effective Time, all actions and events that are, under this Agreement, to be taken or occur effective prior to, as of or following the Effective Time, or otherwise in connection with the Separation, shall not be taken or occur, except to the extent otherwise determined by Inland American.

Section 10.2 Section 409A. Notwithstanding anything in this Agreement to the contrary, with respect to any compensation or benefits that may be subject to Section 409A of the Code and related Department of Treasury guidance thereunder, the Parties agree to negotiate in good faith regarding any treatment different from that otherwise provided herein to the extent necessary or appropriate to (a) exempt such compensation and benefits from Section 409A of the Code, (b) comply with the requirements of Section 409A of the Code, and/or (c) otherwise avoid the imposition of tax under Section 409A of the Code; provided, however, that this Section 10.2 does not create an obligation on the part of either Party to adopt any amendment, policy or procedure, to take any other action or to indemnify any Person for any failure to do any of the foregoing.

Section 10.3 Entire Agreement. This Agreement and the Exhibits referenced herein and attached hereto, as well as the Separation Agreement and any other agreements and documents referred to herein or therein, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede all previous agreements, negotiations, discussions, understandings, writings, commitments and conversations between the Parties with respect to such subject matter. No agreements or understandings exist between the Parties with respect to the subject matter hereof other than those set forth or referred to herein.

Section 10.4 Counterparts; Electronic Delivery. This Agreement may be executed in one or more counterparts, each of which, when so executed and delivered or transmitted by facsimile, e-mail or other electronic means, shall be deemed to be an original, and all of which taken together shall constitute but one and the same instrument. Execution and delivery of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic means shall be deemed to be, and shall have the same legal effect as, execution by an original signature and delivery in person.

Section 10.5 Survival of Agreements. Except as otherwise expressly contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 10.6 Notices. All notices, demands and other communications required to be given to a Party hereunder shall be in writing and shall be personally delivered, sent by a nationally recognized overnight courier, or mailed by registered or certified mail (postage prepaid, return receipt requested) to such Party at the relevant street address set forth below (or at such other street address as such Party may designate from time to time by written notice in accordance with this provision):

To Inland American:

Inland American Real Estate Trust, Inc.

0000 Xxxxxxxxxxx Xxxx

Xxx Xxxxx, Xxxxxxxx 00000

Attention: President and Chief Executive Officer

To Xenia:

Xenia Hotels & Resorts, Inc.

000 X. Xxxxxx Xxxxxx, Xxxxx 0000

Xxxxxxx, Xxxxxxx 00000

Attention: President and Chief Executive Officer

Notice by courier or certified or registered mail shall be effective on the date it is officially recorded as delivered to the intended recipient by return receipt or similar acknowledgment. All notices and communications delivered in person shall be deemed to have been delivered to and received by the addressee, and shall be effective, on the date of personal delivery.

(a) Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party or the Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to any Party, it is executed by a writing signed by an authorized representative of such Party. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be construed to be a waiver by the waiving Party of any subsequent or other default, nor shall it in any

way affect the validity of this Agreement or prejudice the rights of the other Party, thereafter, to enforce each and every such provision. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that either Party would otherwise have.

Section 10.7 Amendments. Subject to the terms of Sections 10.9, this Agreement may not be amended except by an agreement in writing signed by both Parties.

Section 10.8 Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided, however, that the rights and obligations of each Party under this Agreement shall not be assignable, in whole or in part, directly or indirectly, whether by operation of law or otherwise, by such Party without the prior written consent of the other Party and any attempt to assign any rights or obligations under this Agreement without such consent shall be null and void. Notwithstanding the foregoing, no consent shall be required for the assignment of a Party’s rights and obligations under this Agreement in whole in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all of the obligations of the relevant Party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.

Section 10.9 Termination. Upon written notice, this Agreement may be terminated at any time prior to the Effective Time by and in the sole discretion of Inland American without the approval of any other Party. In the event of such termination, neither Party shall have any Liability any kind to the other Party.

Section 10.10 Performance. Each of Inland American with respect to the Inland American Entities and Xenia with respect to the Xenia Entities shall cause to be performed, and hereby guarantees the performance of, and all actions, agreements and obligations set forth in this Agreement by such Persons.

Section 10.11 No Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, this Agreement is for the sole benefit of the Parties and their successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement. Without limiting the generality of the foregoing, in no event shall any Inland American Employee, Former Inland American Employee, Inland American Participant, Xenia Employee, Former Xenia Employee or Xenia Participant (or any dependent, beneficiary or alternate payee of any of the foregoing) have any third-party rights under this Agreement.

Section 10.12 Title and Headings. Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 10.13 Exhibits. The Exhibits attached hereto are incorporated herein by reference and shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 10.14 Governing Law. This Agreement, and the legal relations between the Parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws rules thereof, to the extent such rules would require the application of the law of another jurisdiction.

Section 10.15 Dispute Resolution. The provisions of Sections 10.1 – 10.3 of the Separation Agreement shall apply, mutatis mutandis, to all disputes, controversies or claims (whether arising in contract, tort or otherwise) that may arise out of or relate to, or arise under or in connection with this Agreement or the transactions contemplated hereby.

Section 10.16 Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY A PARTY TO COMPEL THE DISPUTE RESOLUTION PROCEDURES PROVIDED IN SECTION 10.15 OF THIS AGREEMENT AND ARTICLE X OF THE SEPARATION AGREEMENT AND THE ENFORCEMENT OF ANY AWARDS OR DECISION OBTAINED FROM SUCH ARBITRATION PROCEEDING, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Section 10.17 Specific Performance. Subject to the provisions of Sections 10.1 – 10.3 of the Separation Agreement, from and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement who is or is to be thereby aggrieved shall have the right to seek specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Distribution, the remedies at Law for any breach or threatened breach of this Agreement, including monetary damages, may be inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at Law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

Section 10.18 Severability. If any term or other provision of this Agreement or the Exhibits attached hereto or thereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

Section 10.19 Force Majeure. Neither Party (nor any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as, and to the extent to which, the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure; provided that such Party (or such Person) shall have exercised commercially reasonable efforts to minimize the effect of Force Majeure on its obligations. In the event of an occurrence of a Force Majeure, the Party whose performance is affected thereby shall give notice of suspension as soon as reasonably practicable to the other stating the date and extent of such suspension and the cause thereof, and such Party shall resume the performance of such obligations as soon as reasonably practicable after the removal of such cause. For purposes of this Agreement “Force Majeure” means with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which by its nature could not have been reasonably foreseen by such Party (or such Person), or, if it could have been reasonably foreseen, was unavoidable, and includes acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources or distribution facilities. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto shall not be deemed an event of Force Majeure.

Section 10.20 Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

Section 10.21 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a shareholder, director, employee, officer, agent or representative of Inland American or Xenia, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of Inland American or Xenia, as applicable, under this Agreement and, to the fullest extent legally permissible, each of Inland American, for itself and the Inland American Entities, and Xenia for itself and the Xenia Entities, and in each case, for their respective shareholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable law.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective officers as of the date first set forth above.


INLAND AMERICAN REAL ESTATE TRUST, INC.

By:	/s/ Xxxxxx X. XxXxxxxxxx
	Name:	Xxxxxx X. XxXxxxxxxx
	Title:	President


XENIA HOTELS & RESORTS, INC.

By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	President and Chief Executive Officer

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EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN INLAND AMERICAN REAL ESTATE TRUST, INC. AND XENIA HOTELS & RESORTS, INC. DATED AS OF FEBRUARY 3, 2015

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