UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re: INNKEEPERS USA TRUST, et al., Debtors.

. : : (Jointly Administered) : : x STIPULATED ORDER AUTHORIZING THE FILING OF PLEADINGS WITH RESPECT TO THE MOTION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE DEBTORS TO ENTER INTO THE COMMITMENT LETTER WITH FIVE MILE CAPITAL II POOLING REIT LLC, LEHMAN ALI, INC., AND MIDLAND LOAN SERVICES, (II) APPROVING THE NEW PARTY/MIDLAND COMMITMENT BETWEEN THE DEBTORS AND MIDLAND LOAN SERVICES, (III) APPROVING BIDDING PROCEDURES, (IV) APPROVING BID PROTECTIONS, (V) AUTHORIZING AN EXPENSE REIMBURSEMENT TO BIDDER D, AND (VI) MODIFYING CASH COLLATERAL ORDER TO INCREASE EXPENSE RESERVE UNDER SEAL Upon the Motion for an Entry of a Stipulated Order Authorizing the Filing of the Pleadings with Respect to the Motion for Entry of an Order (I) Authorizing the Debtors to Enter into the Commitment Letter with Five Mile Capital II Pooling REIT LLC, Lehman ALI, Inc., and Midland Loan Services, (II) Approving the New Party/Midland Commitment Between the Debtors and Midland Loan Services, (III) Approving Bidding Procedures, (IV) Approving Bid Protections, (V) Authorizing an Expense Reimbursement to Bidder D, and (VI) Modifying Cash Collateral Order to Increase Expense Reserve Under Seal (the Motion),1 and it appearing that (i) the relief requested in the Motion is appropriate; (ii) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; (iii) venue of this proceeding and this Motion in
1

Chapter 11 Case No.: 10-13800 (SCC)

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Motion.

this district is proper pursuant to 28 U.S.C. 1408 and 1409; and (v) notice of this Motion was appropriate under the particular circumstances and that no other or further notice need be given; and after due deliberation and sufficient cause appearing therefore, it is hereby: ORDERED that the Motion is GRANTED; and it is further ORDERED that Pleadings containing Confidential, Highly Confidential, and/or Highly Confidential Attorneys Eyes Only information as defined in the Protective Order will be filed under seal as provided herein and served by email only upon those parties listed on Exhibit 1 hereto, although copies may also be provided to other parties to the extent permitted by the Protective Order; and it is further ORDERED that parties may file Pleadings under seal by delivering to the Court three copies of such Pleadings for receipt by no later than 12:00 p.m. on the first business day after the filing deadline; and it is further ORDERED that all Pleadings filed under seal pursuant to the terms of this Order must be served on the parties listed on Exhibit 1 by the filing deadline; and it is further ORDERED that all Pleadings filed under seal pursuant to this Order shall remain under seal until further order of the Court; and it is further ORDERED that this Order does not constitute a ruling that materials designated as "Confidential", "Highly Confidential", or "Highly Confidential Attorneys Eyes Only" were properly designated as such pursuant to the Protective Order nor does it constitute a ruling that the hearing on the Bid Procedures Motion will be sealed, and all parties positions on such matters are preserved; and it is further

ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order.

Dated: February 28, 2011 New York, New York

/S/ Shelley C. Chapman THE HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE

EXHIBIT 1 Official Committee of Unsecured Creditors Lorenzo Marinuzzi lmarinuzzi@mofo.com (212) 468-8045 Stefan W. Engelhardt sengelhardt@mofo.com (212) 468-8165 Midland Loan Services John Penn john.penn@haynesboone.com (817) 347-6610 Lenard Parkins lenard.parkins@haynesboone.com (212) 659-4966 Mark Elmore mark.elmore@haynesboone.com (214) 651-5265 Innkeepers USA Trust Anup Sathy anup.sathy@kirkland.com (212) 446-4908 Paul Basta paul.basta@kirkland.com (212) 446-4750 Daniel Donovan daniel.donovan@kirkland.com (202) 879-5174 Patrick Bryan pbryan@kirkland.com (202) 879-5285 Ad Hoc Committee of Preferred Shareholders Martin Bienenstock mbienenstock@dl.com (212) 259-8530 Irena Goldstein igoldstein@dl.com (212) 259-7035 Timothy Karcher tkarcher@dl.com (212) 259-6050 George Mastoris gmastoris@dl.com (212) 259-6827 Ryan Fahey rfahey@dl.com (212) 259-6276 TriMont Real Estate Advisors, Inc. Todd Meyers TMeyers@KilpatrickStockton.com (404) 815-6482 Mark Fink MFink@KilpatrickStockton.com (404) 745-2549 CWCapital Management LLC/C-III Asset Management LLC David Neff DNeff@perkinscoie.com (312) 324-8689 Lehman ALI Inc. Brian Greer brian.greer@dechert.com (212) 698-3536 Michael Sage michael.sage@dechert.com (212) 698-3503

Kevin OBrien kevin.o'brien@dechert.com (212) 698-3697 Joshua Sherman joshua.sherman@dechert.com (212) 698-3802 Apollo Investment Corporation Alan Kornberg akornberg@paulweiss.com (212) 373-3209 Andrew Ehrlich aehrlich@paulweiss.com (212) 373-3166 Committee of Independent Directors Bonnie Steingart bonnie.steingart@friedfrank.com (212) 859-8004 Brad Scheler brad.scheler@friedfrank.com (212) 859-8019 Appaloosa Investment L.P.I. Lee Attanasio lattanasio@sidley.com (212) 839-5342 John G. Hutchinson jhutchinson@sidley.com (212) 839-5398 Benjamin R. Nagin bnagin@sidley.com (212) 839-5911 Five Mile Capital Partners LLC Adam L. Shiff ashiff@kasowitz.com (212) 506-1732 Daniel A. Fliman

dfliman@kasowitz.com (212) 506-1713 Howard W. Schub hschub@kasowitz.com (212) 506-1729 United States Trustee Paul Kenan Schwartzberg paul.schwartzberg@usdoj.gov (212) 510-0500