UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors.

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

STIPULATION AND AGREED ORDER RESOLVING BENENSON CAPITAL COMPANY LLC AND ROFAR REALTY COMPANY, INC.S RESPONSE TO DEBTORS FOURTH AND SIXTH OMNIBUS OBJECTION TO CLAIMS1 Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), and Benenson Capital Company LLC and Rofar Realty Company, Inc. (the Lessors and, together with the Debtors, the Parties), through their undersigned counsel, hereby stipulate and agree as follows (the Stipulation):2 RECITALS WHEREAS, on February 16, 1985, Rinker Materials Corp. (Rinker) and Gulfstream Capital Group, Inc. (Gulfstream) entered into that certain ground lease (together with all subsequent amendments and assignments, the Lease) relating to the real property and improvements located at 1505 Belvedere Road, West Palm Beach, Florida 33406 (the Property);

The list of Debtors in these 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 herein and not otherwise defined herein shall have the meanings set forth in the Plan (as defined herein).

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WHEREAS, on October 31, 1989, Benenson Capital Company (Benenson), Rofar Realty Company, Inc. (Rofar), and Palm Beach Hotel Associates, Ltd. (PBHA), successorsin-interest to the Rinker and Gulfstream, respectively, entered into that certain First Amendment to the Ground Lease; WHEREAS, on September 20, 1994, PBH assigned its rights under the Lease to Innkeepers USA Limited Partnership; WHEREAS, on September 23, 1994 Jeffrey H. Fisher ("Fisher") executed a Guaranty Agreement ("Fisher Guaranty Agreement"), pursuant to which he personally guaranteed PBH's (and its successors and assigns) obligations under the Lease; WHEREAS, in early 1995, Innkeepers USA Limited Partnership assigned its rights under the Lease to Innkeepers Financing Partnership, L.P.; WHEREAS, on June 29, 2007, Innkeepers Financing Partnership, L.P. assigned its rights under the Lease to Debtor Grand Prix West Palm Beach LLC (Grand Prix WPB) under that certain Assignment and Assumption of Ground Lease; WHEREAS, on May 19, 2008, in connection with this last assignment of the Lease, Debtor Innkeepers USA Trust entered into that certain guaranty with the Lessors (the Innkeepers Trust Guaranty). Under the Innkeepers Trust Guaranty, Innkeepers USA Trust guarantied the full and prompt payment of all rent due and the performance of all obligations owed by Grand Prix WPB; WHEREAS, on July 19, 2010 (the Petition Date), the Debtors commenced these voluntary cases under title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) and

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are continuing to operate their business and manage their properties as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code; WHEREAS, on September 27, 2010, Benenson Capital Partners, LLC f/k/a The Benenson Company, LLC, and Rofar Realty Company, Inc. sued Fisher under the Fisher Guaranty Agreement in that certain case styled Benenson Capital Partners, LLC, et al. v. Jeffrey H. Fisher, Case No. 50 2010 CA 024390 XXXX MB AJ, now pending in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida (the Fisher Guaranty Action). WHEREAS, on October 28, 2010, Marx Realty & Improvement Co., Inc., agent for the Lessors, filed proof of an unsecured claim for $20,049,418.14 on account of unpaid rent and other alleged damages against each of Grand Prix WPB [Docket No. 1548] (the Lease Claim) and Innkeepers USA Trust [Docket No. 1547] (the Innkeepers Trust Guaranty Claim); WHEREAS, on January 12, 2011, the Debtors filed a motion seeking to, among other things, reject the Lease [Docket No. 803]; WHEREAS, on January 26, 2011, the Court entered an order providing, among other things, that the Lease was rejected as of February 13, 2011 [Docket No. 865]; WHEREAS, On April 19, 2011, the Debtors filed the Debtors Fourth Omnibus Objection to Claims (Insufficient Support Claims, No Liability Claims, Claims to be Reclassified, Claims to be Adjusted, Claims to be Reduced and Equity Interest Claim) [Docket No. 1125] (the Fourth Omnibus Objection). Among other things, the Fourth Omnibus Objection objected to the Lease Claim on grounds that it sought a recovery of an amount greater than the amount reflected on the Debtors books and records; WHEREAS, also on April 20, 2011, the Debtors filed the Debtors Sixth Omnibus Objection to Claims (Wrong Debtor Claims) [Docket No. 1129] (the Sixth Omnibus

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Objection).

Among other things, pursuant to the Sixth Omnibus Objection, the Debtors

objected to the Innkeepers Trust Guaranty Claim on grounds that it was a duplicative of the Lease Claim; WHEREAS, on May 19, 2011, the Debtors filed the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1445] (as amended, modied, or supplemented from time to time, the Plan); WHEREAS, on June 29, 2011, the Bankruptcy Court entered an order confirming the Plan [Docket No. 1804]; WHEREAS, on July 18, 2011, the Lessors filed the Response to Debtors Fourth and Sixth Omnibus Objection to Claims) [Docket No. 1913] (the Lessors Response); WHEREAS, the Parties entered into negotiations and have reached a settlement only with regard to the Innkeepers Trust Guaranty Claim. STIPULATION IT IS THEREFORE AGREED, AND UPON COURT APPROVAL HEREOF, IT SHALL BE ORDERED AS FOLLOWS: 1. Upon entry and approval of this Stipulation, the Innkeepers Trust Guaranty Claim

shall be deemed Allowed as a general unsecured claim in the amount of $1,700,000.00 (the Allowed Guaranty Claim) against Innkeepers USA Trust. 2. Upon entry and approval of this Stipulation, the Lessors hereby withdraw the

Lease Claim without prejudice to the Lessors' right to re-file the Lease Claim. 3. In the event the Lessors re-file the Lease Claim at a later date, none of the Debtors

nor any other party may assert in response thereto that the Lessors are time-barred from doing so, or that the fact of the time lapse between the withdrawal without prejudice and the re-filing affects the validity or the merits of the Lease Claim. The Debtors and other parties, however, 4
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reserve their rights to pursue any and all other potential arguments in objection to the Lease Claim. This Stipulation does not impair, and is specifically not intended to release, Lessors' claims against any guarantors of the Lease other than Innkeepers USA Trust or any other Debtors, including, without limitation, the claims asserted against Fisher under the Fisher Guaranty Agreement in the Fisher Guaranty Action. 4. The Parties acknowledge that no promise, inducement, or agreement not stated

herein has been made to them in connection with this Stipulation, and that this Stipulation constitutes the entire agreement between them. This Stipulation shall not be modified, altered, amended, or vacated without written consent of all parties hereto. Any such modification, alteration, amendment, or vacation, in whole or in part, shall be subject to the approval of the Bankruptcy Court. 5. This Stipulation may be executed in multiple counterparts, any of which may be

transmitted by facsimile or electronic mail, and each of which shall be deemed an original, but all of which together shall constitute one instrument. 6. Omni Management Group, LLC, the Debtors notice and claims agent, is hereby

authorized to update the claims register to reflect the relief granted in this Stipulation. 7. 8. The provisions of this Stipulation are nonseverable and mutually dependent. The Bankruptcy Court retains jurisdiction with respect to all matters arising from

or related to the implementation of this Stipulation. 9. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 7062,

9014 or otherwise, the terms and conditions of the Order shall be immediately effective and enforceable upon its entry.

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Dated: November 9, 2011 New York, New York

/s/ Jonathan L. Flaxer Jonathan L. Flaxer GOLENBOCK EISMAN ASSOR BELL & PESKOE LLP 437 Madison Avenue New York, NY 10022 Telephone: 212-907-7300 Facsimile: 212-754-0777 Counsel for Benenson Capital Company and Rofar Realty Company, Inc.

/s/ Brian S. Lennon 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 Counsel to the Debtors and Debtors in Possession

IT IS SO ORDERED: November 10, 2011 New York, New York

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

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