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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al., Debtors.1 ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

STIPULATION BY AND BETWEEN THE FIXED/FLOATING DEBTORS, MIDLAND LOAN SERVICES, AND LEHMAN ALI, INC. The Fixed/Floating Debtors2 as debtors and debtors in possession (collectively, the Fixed/Floating Debtors), Midland Loan Services (solely in its capacity as special servicer to the Fixed Rate Mortgage Loan, Midland), Lehman ALI, Inc. (Lehman and together with the Fixed/Floating Debtors, and Midland, the Parties) hereby make the stipulation noted in 1 below (this Stipulation): A. WHEREAS, on May 2 and 3, 2011, the Fixed/Floating Debtors proceeded with

the auction for the equity in the 64 Fixed/Floating Debtors, which concluded with the Fixed/Floating Debtors receiving the highest and otherwise best bid from Cerberus Series Four Holdings, LLC (together, with its affiliates, Cerberus) and Chatham Lodging Trust (together, with its affiliates, Chatham, and together, with its affiliates and Cerberus,

Cerberus/Chatham).
1

The list of debtors in these jointly administered Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1799] (the Plan).

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B.

WHEREAS, on May 16, 2011, Cerberus, Chatham, INK Acquisition LLC (INK

I), INK Acquisition II LLC (INK II), Innkeepers USA Trust (solely on behalf of the Fixed/Floating Debtors), Midland, and Apollo Investment Corporation entered into the Amended and Restated Binding Commitment Agreement Regarding the Acquisition and Restructuring of Certain Subsidiaries of Innkeepers USA Trust (together with all Exhibits thereto, the Binding Commitment Letter). A Term Sheet (the Term Sheet) was attached as Exhibit B to the Binding Commitment Letter, that provides, in part, as follows: Notwithstanding anything contained herein to the contrary, unless otherwise agreed by the Company, the Plan Sponsors, and Midland in writing, the Amended and Restated Term Sheet shall automatically terminate and be of no further force or effect and the Confirmation Order for the Fixed/Floating Plan will provide that both confirmation and such Confirmation Order will be automatically revoked (with a reversion to the status quo ante) on September 15, 2011 (the Outside Date) if the Effective Date has not occurred and all of the transactions contemplated under the Amended and Restated Commitment Letter, this Amended and Restated Term Sheet, and the Fixed/Floating Plan have not been closed and consummated as contemplated thereunder, all on or before September 14, 2011. Term Sheet at pg. 9. C. WHEREAS, on June 29, 2011, the Fixed/Floating Debtors and other debtors filed

the Plan. Article IX.G of the Plan stated, in part, that [u]nless and only to the extent agreed among the Debtors, the Fixed/Floating Plan Sponsors, Lehman, and Midland, if the Effective Date as to the Fixed/Floating Debtors does not occur on or before September 15, 2011 (i.e., the Outside Date under the Commitment Letter), the Confirmation Order shall be automatically revoked solely with respect to the Fixed/Floating Debtors and the Plan as applicable to the Fixed/Floating Debtors and the Commitment Letter shall be null and void in all respects. D. WHEREAS, on June 29, 2011, the Court entered an order confirming the Plan

(the Confirmation Order), which included the joint plan (the Fixed/Floating Plan) based 2

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on the transaction contemplated by the Binding Commitment Letter (the Fixed/Floating Transaction). Paragraph 155 of the Confirmation Order provides, in part, that [u]nless and only to the extent agreed among the Debtors, the Cerberus/Chatham Fixed/Floating Plan Sponsors, Lehman, and Midland, if the Effective Date as to the Fixed/Floating Debtors does not occur on or before September 15, 2011 (i.e., the Outside Date under the Commitment Letter), this Confirmation Order shall be automatically revoked solely with respect to the Fixed/Floating Debtors and the Plan as applicable to the Fixed/Floating Debtors and the Binding Commitment Letter shall be null and void in all respects. E. WHEREAS, on September 14, 2011, the Court so ordered that certain Stipulation

by and between the Debtors, INK Acquisition LLC, INK Acquisition II LLC, Cerberus Series Four Holdings, LLC, and Chatham Lodging Trust [Docket No. 2086]. F. WHEREAS, on September 15, 2011, the Parties entered into that certain

Stipulation extending the Outside Date as defined in the Plan and the Confirmation Order (and, to the extent applicable, the Binding Commitment Letter) to September 26, 2011. G. WHEREAS, on September 23, 2011, the Parties entered into that certain

Stipulation extending the Outside Date as defined in the Plan and the Confirmation Order (and, to the extent applicable, the Binding Commitment Letter) to November 1, 2011. NOW, THEREFORE, IT IS HEREBY STIPULATED by and between the Parties, as noted in 1: 1. The Outside Date as defined in the Plan and the Confirmation Order (and, to the

extent applicable, the Binding Commitment Letter) shall be November 15, 2011.

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Dated: October 17, 2011 New York, New York

/s/ Brian S. Lennon KIRKLAND & ELLIS LLP James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 and Daniel T. Donovan Patrick Bryan KIRKLAND & ELLIS LLP 655 Fifteenth Street, NW, Ste. 1200 Washington, DC 20005 Telephone: (202)-879-5000 Facsimile: (202)-879-5200 Counsel to the Fixed/Floating Debtors

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/s/ John D. Penn

HAYNES AND BOONE, LLP Lenard M. Parkins Mark Elmore (admitted pro hac vice) 30 Rockefeller Plaza, 26th Floor New York, New York 10112 Telephone: (212) 659-7300 Facsimile: (212) 918-8989 and HAYNES AND BOONE, LLP John D. Penn, Esq. (NY Bar # 4847208) 201 Main Street, Suite 2200 Fort Worth, Texas 76102 Telephone: (817) 347-6610 Facsimile: (817) 348-2300 Counsel for Midland /s/ Brian E. Greer DECHERT LLP Michael J. Sage Brian E. Greer Nicole B. Herther-Spiro 1095 Avenue of the Americas New York, New York 10036-6797 Telephone: (212) 698-3500 Facsimile: (212) 698-3599 Counsel for Lehman =