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

THIRD STIPULATION AND ORDER REGARDING FURTHER 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 is simultaneously examining the June 2007 transaction in which Apollo Investment Corporation acquired the Debtors equity (the 2007 Transaction);

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 November 30, 2010 as the date by which the Committee must file any Challenge (the Challenge Period); 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 Challenge Period, the Adequate Protection Parties agreed to the terms of a Stipulation and Order, dated November 29, 2010 (Docket No. 744), providing for both (i) the extension of the Challenge Period relating to the Perfection Analysis from November 30, 2010 to December 30, 2010 as well as (ii) the extension of the Challenge Period for any Challenge not relating to the Perfection Analysis, including any Challenge related to the 2007 Transaction, from November 30, 2010 to January 28, 2011 (the First Challenge Period Extension Order); WHEREAS, the Committee, CW Capital Asset Management LLC and LNR Partners, LLC subsequently agreed to the terms of a Stipulation and Order, dated December 30, 2010 (Docket No. 788), providing for a further extension of the Challenge Period relating to the Perfection Analysis for an additional sixty (60) days to February 28, 2011 (the Second Challenge Period Extension Order); WHEREAS, the Committee recently requested that Lehman ALI Inc. (Lehman) and Midland Loan Services, a Division of PNC Bank, N.A. (Midland) agree to a further extension of the Challenge Period relating to the 2007 Transaction; WHEREAS, Lehman and Midland have each agreed to extend the Challenge Period for the Committee relating to the 2007 Transaction through March 29, 2011 on the conditions set forth herein; and ACCORDINGLY, The Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al., by and

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through its attorneys, Morrison & Foerster LLP, and 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, as amended by both the First Challenge Period Extension Order and the Second Challenge Period Extension Order, shall be further amended solely to provide that the Challenge Period relating to the 2007 Transaction as to Midland and Lehman is hereby extended up to and including Tuesday, March 29, 2011. 2. In the event that the Committee files a motion with the Court seeking standing to pursue claims arising out of the 2007 Transaction on behalf of the Debtors estates, the Debtors, Lehman and Midland consent to having the motion heard on shortened notice of no less than ten (10) days. 3. The Committee acknowledges that it will not challenge the perfection of the prepetition liens or security interests of Lehman or Midland (on behalf of the secured parties for which it acts as special servicer) on the Floating Rate Collateral and Fixed Rate Collateral, respectively. 4. The Challenge Period in paragraph 13 of the Cash Collateral Order, as modified by the First Challenge Period Extension Order, the Second Challenge Period Extension Order and herein, may be further extended as agreed upon by the applicable Adequate Protection Party. 5. The Cash Collateral Order, except as specifically modified herein and in the First Challenge Period Extension Order and the Second Challenge Period Extension Order, remains in full force and effect.

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Dated: January 28, 2011 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

Dated: January 28, 2011 KIRKLAND & ELLIS LLP By: /s/ Marc J. Carmel Anup Sathy, 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 Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al.

Attorneys For The Debtors And Debtors In Possession

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Dated: January 28, 2011 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, a Division of PNC Bank, N.A.

Dated: January 28, 2011 DECHERT LLP By: /s/ Michael J. Sage 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: January 28, 2011

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

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