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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 RESOLVING LIMITED OBJECTION OF CERTAIN PREPETITION LENDERS TO DEBTORS MOTION FOR ENTRY OF AN ORDER AUTHORIZING THE DEBTORS TO OBTAIN POSTPETITION FINANCING FROM FIVE MILE CAPITAL PARTNERS ON A PRIMING BASIS PURSUANT TO SECTIONS 364(C)(1), 364(C)(2), 365(C)(3), AND 364(E) OF THE BANKRUPTCY CODE AND ORDER APPROVING SAME Innkeepers USA Trust and certain of its affiliates as debtors and debtors in possession, hereby enter into this Stipulation Resolving Limited Objection of Certain Prepetition Lenders to Debtors Motion for Entry of an Order Authorizing the Debtors to Obtain Postpetition

Financing from Five Mile Capital Partners on a Priming Basis Pursuant to Sections 364(c)(1), 364(c)(2), 365(c)(3), and 364(e) of the Bankruptcy Code and Order Approving Same (this Stipulation).
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The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS) LLC (3656); Grand Prix Albany LLC (3654); Grand Prix Altamonte LLC (3653); Grand Prix Anaheim Orange Lessee LLC (5925); Grand Prix Arlington LLC (3651); Grand Prix Atlanta (Peachtree Corners) LLC (3650); Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand Prix Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix Bulfinch LLC (3639); Grand Prix Campbell / San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631); Grand Prix Denver LLC (3630); Grand Prix East Lansing LLC (3741); Grand Prix El Segundo LLC (3707); Grand Prix Englewood / Denver South LLC (3701); Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC (3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix Horsham LLC (3728); (continue next page)

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A.

WHEREAS, on July 19, 2010 (the Petition Date), the Debtors commenced

these voluntary cases under chapter 11 of the Bankruptcy Code and are continuing to operate their business and manage their properties as a debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. B. WHEREAS, on the Petition Date, the Debtors filed the Debtors Motion for Entry

of an Order Authorizing the Debtors to Obtain Postpetition Financing from Five Mile Capital Partners on a Priming Basis Pursuant to Sections 364(c)(1), 364(c)(2), 365(c)(3), and 364(e) of the Bankruptcy Code [Docket No. 24]. C. WHEREAS, on July 28, 2010, the Office of the United States Trustee appointed

an official committee of unsecured creditors (the Committee). D. WHEREAS, on August 13, 2010, the Debtors filed the Supplement to the

Debtors Motion for Entry of an Order Authorizing the Debtors to Obtain Postpetition Financing

(continued from previous page) Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC (3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC (3702); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731); Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC (4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC (3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC (3718); Grand Prix Sili I LLC (3714); Grand Prix Sili II LLC (3712); Grand Prix Term Lessee LLC (9180); Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063); Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc. (7426); KPA RIGG, LLC (6706); KPA RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons Corner RI, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP Louisville (HI) LLC (3744); KPA/GP Valencia LLC (9816). 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.

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from Five Mile Capital Partners on a Priming Basis Pursuant to Sections 364(c)(1), 364(c)(2), 365(c)(3), and 364(e) of the Bankruptcy Code [Docket No. 201] (the Supplement). E. WHEREAS, on August 24, 2010, 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 Pass-Through Certificates, Series 2006-4 (the Tysons Corner Trust), and 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 (the Mission Valley Trust and collectively with the Tyson Corner Trust, the Existing Trusts) to certain loan agreements filed the Limited Objection of Certain Prepetition Lenders to Debtors Motion for Entry of an Order Authorizing the Debtors to Obtain Postpetition Financing from Five Mile Capital Partners on a Priming Basis Pursuant to Sections 364(c)(1), 364(c)(2), 365(c)(3), and 364(e) of the Bankruptcy Code [Docket No. 311]. F. WHEREAS, following good-faith negotiations, the Debtors and the Existing

Trusts (each a Party, and together, the Parties) entered into an agreement as set forth below (the Agreement). NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and between the Parties, which agreement, when so-ordered by this Court, shall constitute an order of this Court, as follows: 1. Capitalized terms used but not defined herein shall have the meaning ascribed to

them as set forth the Five Mile Credit Agreement (as defined in (and attached as Exhibit B to, the Supplement).

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2.

The Existing Trusts intend to provide one or more protective advances to the

applicable Debtors (the Trust Advances). The Trust Advances will be utilized by such Debtors for the same purposes as set forth in the Tranche B Facility and Tranche C Facility in the DIP Credit Agreement. 3. The Debtors will be bound to accept the Trust Advances upon satisfaction of the

following conditions within ninety (90) days of the date of entry hereof unless otherwise agreed in writing by the parties to extend such date: (a) The Parties shall execute final documentation (the Trust

Documentation) in form and substance acceptable to the Parties evidencing the binding commitment of the Existing Trusts to make advances to fund (or reimburse the applicable Debtors for) the PIP Work with respect to the Tranche B Individual Properties and Tranche C Individual Properties, subject to the PIP Budget with respect to such properties, with such documentation to be on the same or substantially similar terms (but in no event more burdensome or restrictive from the Debtors perspective) as those set forth in the DIP Credit Agreement with respect to the Tranche B Facility and the Tranche C Facility except as expressly set forth herein. The Existing Trusts shall receive the same protections (including, without limitation, liens, claims, and remedies upon the Termination Date or after the occurrence of an Event of Default ) as provided to the Lenders under the DIP Credit Agreement and related order. Such protections will be set forth in the Trust Documentation and a final non-appealable order entered by the Court (as required in paragraph 3(g) below). (b) The Trust Documentation shall obligate the Existing Trusts to provide

advances in the aggregate amount equal to the lesser of (i) the amounts permitted under the

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Tranche B Facility and the Tranche C Facility, respectively, to be advanced or (ii) the actual cost incurred (or to be incurred) by the applicable Debtors to complete the PIP Work; provided, however, that in no event shall the Existing Trusts be obligated to make advances after the occurrence of an Event of Default or after the Termination Date. (c) The Trust Documentation shall permit advances to be made on an as-

needed basis (it being understood that the procedures for request for, and conditions to, each advance to the applicable Debtors will be on substantially the same terms as set forth in the Loan Documents relating to requests for disbursements from the Controlled Disbursement Account). All of the Debtors Secured Obligations under the Trust Advances shall become due and payable, without notice or demand, on the Termination Date in accordance with the terms of the Trust Documentation. (d) To the extent any of the proceeds in the Controlled Disbursement Account

relating to the Tranche B Facility and the Tranche C Facility shall have been utilized prior to the effective date of the Trust Advances (the Effective Date), the Trust Documentation shall require the first advance to be made on the Effective Date to be in an amount at least sufficient to repay such amounts. (e) The Trust Documentation shall provide that the interest rate applicable to

the Trust Advances will be the same as set forth in the Existing Tranche B Facility or the Existing Tranche C Facility, as applicable, without regard to the default rate thereunder, provided, however, that during the continuation of an event of default under the Trust Advances, the default rate shall apply to such advances. There shall be no commitment, closing or other fees or costs associated with the Trust Advances.

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(f)

The Existing Trusts shall have obtained from Marriott and provided to the

Debtors, without any fee or additional cost to the Debtors, a written amendment to the Adequate Assurance Agreement that expressly permits the Trust Advances on the terms contained herein and in the Trust Documentation, and that confirms that, after giving effect to the termination of the Tranche B Facility and the Tranche C Facility, and the Trust Advances, the Adequate Assurance Agreement shall continue to be in full force and effect. For the avoidance of doubt, nothing herein constitutes an agreement (expressly or impliedly) by Marriott to provide such amendment or confirmation (any such amendment and confirmation to be given or withheld in Marriott's sole discretion) or a waiver by Marriott of any of its rights under the Adequate Assurance Agreement. (g) Entry of a final non-appealable order of this Court in form and substance

acceptable to the Existing Trusts authorizing the Debtors to enter into the Trust Documentation and approving the Trust Advances. 4. Upon the Effective Date, the Debtors shall terminate in full the Tranche B Facility

and the Tranche C Facility in accordance with the terms of the DIP Credit Agreement as in effect on the closing date thereof (and simultaneously therewith shall receive from the Lenders a satisfactory pay-off letter evidencing such pay-off and termination). 5. The Debtors are authorized to take all actions necessary to effectuate the relief

provided by this Stipulation. 6. Each of the parties hereto represents and warrants it is duly authorized to enter

into and be bound by this Stipulation.

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7.

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. 8. 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. 9. This Stipulation is expressly subject to approval of the Bankruptcy Court, without

which this Stipulation shall be deemed null and void and without force or effect. 10. The Bankruptcy Court shall retain jurisdiction to hear any disputes relating to or

arising from this Stipulation.

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Dated: September 1, 2010 New York, New York

/s/ BRYAN CAVE LLP Lawrence P. Gottesman Michelle McMahon 1290 Avenue of the Americas New York, New York 10104 (212) 541-2000 and DUANE MORRIS LLP Phillip K. Wang (admitted pro hac vice) One Market Plaza, Spear Tower, Suite 2200 San Francisco, California 94105-1127 (415) 957-3185 Counsel 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 Trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-

/s/ KIRKLAND & ELLIS LLP James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and KIRKLAND & ELLIS LLP Anup Sathy, P.C. (admitted pro hac vice) Marc J. Carmel (admitted pro hac vice) 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

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SO ORDERED this ___ day of ____________ 2010 ___________________________________ The Honorable Shelley C. Chapman United States Bankruptcy Judge

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