UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re: Innkeepers USA Trust, et al., Debtors.

Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

STIPULATION AND ORDER REGARDING MODIFICATION OF THE COMMITTEES CHALLENGE DEADLINE IN THE CASH COLLATERAL ORDER WHEREAS, on September 2, 2010, the Court entered the Final Order Authorizing the Debtors to (i) Use The Adequate Protection Parties Cash Collateral and (ii) Provide Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362 and 363 (as amended, the Cash Collateral Order) [Docket No. 402 (amended by Docket No. 539)]; WHEREAS, paragraph 13 of the Cash Collateral Order provides, in pertinent part, that the Committee1 has a right to investigate and challenge any liens or security interests of the Adequate Protection Parties, or to assert any other claims or causes of action, at law or in equity, against any of the Adequate Protection Parties (the Challenge); WHEREAS, in addition to examining whether the Adequate Protection Parties validly perfected their prepetition liens and security interests against the Debtors assets (the Perfection Analysis), the Committee represents that it is simultaneously examining the June 2007 transaction in which Apollo Investment Corporation acquired the Debtors equity (the 2007 Transaction);
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Capitalized terms not otherwise defined herein shall have the meaning set forth in the Cash Collateral

Order.

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WHEREAS, the Cash Collateral Order established the current date by which the Committee must file any Challenge is November 30, 2010 (the Challenge Period); WHEREAS, the Committee will not be able to complete its Perfection Analysis or its examination of the 2007 Transaction by the Challenge Period because the Committee is continuing to receive and/or analyze certain documents related to its analysis of the Adequate Protection Parties prepetition liens and security interests, and because of delays in providing documents requested by the Committee in connection with the 2007 Transaction; and WHEREAS, in lieu of the Committee seeking relief from the Bankruptcy Court to modify and amend the Cash Collateral Order in order to extend the Deadline, the Adequate Protection Parties agree to the terms of this Stipulation and Order. ACCORDINGLY, The Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al., by and through its attorneys, Morrison & Foerster LLP, and each of the Adequate Protection Parties, by and through their respective attorneys (identified in the signature boxes below), hereby stipulate that: 1. Paragraph 13 of the Cash Collateral Order shall be amended to provide that (i) the Challenge Period relating to the Perfection Analysis is hereby extended up to and including Thursday, December 30, 2010, and (ii) the Challenge Period for any Challenge not relating to the Perfection Analysis, including any Challenge related to the 2007 Transaction, is hereby extended up to and including Friday, January 28, 2011; provided, however, notwithstanding the foregoing, the Challenge Period for commencing any Challenge with respect to the Adequate Protection Parties currently being specially serviced by either CW Capital Asset Management LLC, C-III Asset Management, LLC or LNR Partners, LLC shall expire on December 30, 2010.

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2. Subject to the limitations set forth therein, the new Challenge Periods in paragraph one of this Stipulation and Order may be further extended as agreed upon by the applicable Adequate Protection Party. 3. The Cash Collateral Order, except as specifically modified herein, remains in full force and effect. Dated: November 22, 2010 MORRISON & FOERSTER LLP By: /s/ Lorenzo Marinuzzi Lorenzo Marinuzzi 1290 Avenue of the Americas New York, NY 10104-0050 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 lmarinuzzi@mofo.com Attorneys for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. Dated: November 22, 2010 HAYNES AND BOONE, LLP By: /s/ John D. Penn Lenard M. Parkins (NY Bar #4579124) Mark Elmore (admitted pro hac vice) 1221 Avenue of the Americas, 26th Floor New York, NY 10020-1007 Telephone: (212) 659-7300 Facsimile: (212) 884-8211 lenard.parkins@haynesboone.com mark.elmore@haynesboone.com -andHAYNES 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 john.penn@haynesboone.com Attorneys for Midland Loan Services Inc.

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Dated: November 22, 2010 DECHERT LLP By: /s/ Nicole B. Herther-Spiro Michael J. Sage Brian E. Greer Nicole B. Herther-Spiro 1095 Avenue of the Americas New York, New York 10036 Telephone: (212) 698-3500 Facsimile: (212) 698-3599 michael.sage@dechert.com brian.greer@dechert.com Attorneys for Lehman ALI Inc.

Dated: November 22, 2010 BRYAN CAVE LLP By: /s/ Lawrence P. Gottesman Lawrence P. Gottesman (LG-7061) Michelle McMahon (MM-8130) 1290 Avenue of the Americas New York, New York 10104 Telephone: (212) 541-2000 Facsimile: (212) 541-4630 lawrence.gottesman@bryancave.com michelle.mcmahon@bryancave.com -andDUANE MORRIS LLP Phillip K. Wang, Esq. (admitted pro hac vice) San Francisco, CA 94105-1127 Telephone: (415) 957.3185 Facsimile: (415) 358.4725 pwang@duanemorris.com Attorneys for Wells Fargo Bank, N.A., as Trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-C1 and U.S. Bank National Association, as successor to Lasalle Bank N.A., formerly known as LaSalle National Bank, as Trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage PassThrough Certificates, Series 2006-4

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Dated: November 22, 2010 TASHJIAN & PADIAN By: /s/ Gerald Padian Gerald Padian (NY Bar # 2257178) Bradley M. Rank 729 Seventh Avenue New York, New York 10019 Telephone: (212) 319-9800 Facsimile: (212) 319-9883 gpadian@tashpad.com brank@tashpad.com -andPERKINS COIE LLP David M. Neff (admitted pro hac vice) 131 S. Dearborn, Street, Suite 1700 Chicago, Illinois 60603-5559 Phone: (312) 324-8400 Fax: (312) 324-9400 dneff@perkinscoie.com Attorneys for CW Capital Asset Management LLC & C-III Asset Management, LLC

Dated: November 29, 2010 KIRKLAND & ELLIS LLP By: /s/ Marc J. Carmel James H.M. Sprayregen, P.C. Paul M. Basta 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -andMarc J. Carmel (admitted pro hac vice) 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 mcarmel@kirkland.com Attorneys For The Debtors And Debtors In Possession

Dated: November 29, 2010

SO ORDERED: _ /s/Shelley C. Chapman Hon. Shelley C. Chapman United States Bankruptcy Judge

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