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 BEST WESTERN INTERNATIONAL, INC.S (A) OBJECTIONS TO DEBTORS PLANS OF REORGANIZATION; (B) MOTION FOR ALLOWANCE OF ADMINISTRATIVE EXPENSE CLAIM; AND (C) RESPONSE TO DEBTORS EIGHTH OMNIBUS OBJECTION TO CLAIMS Innkeepers USA Trust and certain of its affiliates as debtors and debtors in possession (collectively, the Debtors) and Best Western International, Inc. (Best Western, and together with the Debtors, the Parties), through their undersigned counsel, hereby stipulate and agree as follows (the Stipulation). RECITALS 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 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 October 27, 2010, Best Western filed a proof of claim in the amount of $22,053.80 [Docket No. 923] (the Best Western Claim) against Innkeepers USA Trust et al.; WHEREAS, on May 6, 2011, Best Western filed the Motion of Best Western International, Inc. for Allowance of Administrative Expense Claim Pursuant to 11 U.S.C. 503

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[Docket No. 1198] (the Administrative Expense Motion) seeking administrative expense claim priority for $85,352.21 (Administrative Expense Claim); WHEREAS, on May 19, 2011, Midland Loan Services, a division of PNC Bank, N.A. (Midland) filed the Objection of Midland Loan Services to the Motion of Best Western International, Inc. for Allowance of Administrative Expense Claim Pursuant to 11 U.S.C. 503 [Docket No. 1440]; WHEREAS, on May 19, 2011, the Debtors filed the Disclosure Statement for Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1444] (the Disclosure Statement); WHEREAS, on May 19, 2011, the Debtors filed the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1445] (the Plan). The Plan embodies four separate joint plans of reorganization that together provide for the resolution of all claims against, and interests in, each of the 92 Debtors in these chapter 11 cases; WHEREAS, on May 19, 2011, the Bankruptcy Court entered an order approving the Disclosure Statement, scheduling a hearing to confirm the Plan for June 23, 2011, at 10:00 a.m. prevailing Eastern Time, and setting a deadline of June 17, 2011, at 5:00 p.m. prevailing Eastern Time, for parties in interest to object to confirmation of the Plan [Docket No. 1441]; WHEREAS, on May 20, 2011, Lehman ALI Inc. filed the Objection of Lehman ALI Inc. to Best Western International, Inc.s Motion for Allowance of Administrative Expense Claim [Docket No. 1452]; WHEREAS, on May 24, 2011, the Debtors filed the Debtors Eighth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtor Claims, No Liability Claims, and Amended and Replaced Claims) [Docket No. 1127] (the Eighth Omnibus Objection). 2
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Among other things, the Eighth

Omnibus Objection objected to the Best Western Claim on the basis that the Debtors books and records indicated that the claim should have been filed against Debtor Grand Prix Floating Lessee, LLC, and in the amount of $11,864.01; WHEREAS, on May 25, 2011, Best Western filed the Objection of Best Western International, Inc. to Debtors Plans of Reorganization [Docket No. 1486] (the Plan Objection); WHEREAS, on May 25, 2011, Best Western filed the Reply of Best Western International, Inc., to Objection of Lehman ALI Inc. to Motion for Allowance of Administrative Claim Pursuant to 11 U.S.C. 503 [Docket No. 1491]; WHEREAS, on May 27, 2011, Best Western filed the Reply of Best Western International, Inc., to Objection of Midland Loan Services to Motion for Allowance of Administrative Claim Pursuant to 11 U.S.C. 503 [Docket No. 1567]; WHEREAS, on June 1, 2011, Best Western filed the Response of Best Western International, Inc., to Debtors Eighth Omnibus Claims Objection [Docket No. 1591] reasserting an unpaid total of $22,053.80 for the Debtors July 2010 and August 2010 account statements; WHEREAS, on June 2, 2011, the Debtors filed the Debtors Objection to Best Western International, Inc.s Motion for Allowance of Administrative Claim Pursuant to 11 U.S.C. 503 [Docket No. 1605]; WHEREAS, on June 6, 2011, Midland filed the Response of Midland Loan Services to Reply of Best Western International, Inc. to Objection of Midland Loan Services to Motion for Allowance of Administrative Claim Pursuant to 11 U.S.C. 503 [Docket No. 1613]; WHEREAS, on June 7, 2011, the Bankruptcy Court held a hearing to consider the Administrative Expense Motion. At the hearing, the Bankruptcy Court requested additional briefing from Best Western regarding the Administrative Expense Motion; 3
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WHEREAS, on June 17, 2011, Best Western filed the Supplemental Memorandum Re: Best Western International, Inc.s Motion for Allowance of Administrative Expense Claim Pursuant to 11 U.S.C. 503 [Docket. No. 1743]; and WHEREAS, the Parties entered into negotiations and have reached a settlement in respect of, among other things, the Best Western Claim, the Administrative Expense Claim, and the Plan Objection. 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 Plan Objection shall be deemed

withdrawn with prejudice. 2. Upon entry and approval of this Stipulation, the Best Western Claim is hereby

disallowed and expunged in its entirety for all purposes, and Best Western shall not be entitled to receive any distributions from any of the Debtors, their estates, or their successors in their chapter 11 cases under the Plan or otherwise on behalf of such Best Western Claim. 3. Upon entry and approval of this Stipulation, the Administrative Expense Claim

shall be deemed Allowed (as defined in the Plan) as an Administrative Claim (as defined in the Plan) in the amount of $45,000 against Grand Prix Floating Lessee, LLC as final payment of any and all postpetition amounts owed by the Debtors to Best Western, and the Administrative Expense Motion shall be deemed withdrawn with prejudice. 4. Best Western acknowledges and agrees that Marc Winer is an agent, as that

term is used in the Plan, and, therefore, is subject to and a beneficiary of Article VIII of the Plan. 5. 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 4
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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. 6. 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. 7. 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. 8. If the Bankruptcy Court denies confirmation of the Fixed/Floating Plan (as

defined in the Plan), the Stipulation shall be rendered null and void, and the Parties reserve their rights with respect to the Best Western Claim, Administrative Expense Claim, and Plan Objection. 9. 10. 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. 11. 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: June 22, 2011 New York, New York

/s/ Michael G. Helms Michael G. Helms (admitted pro hac vice) The Helms Law Firm, P.L.C. 2600 North Central Avenue Suite 940 Phoenix, Arizona 85004 Telephone: (602) 358-2060 Counsel for Best Western International, 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

SO ORDERED this 11th day of July, 2011 /s/ Shelley C. Chapman The Honorable Shelley C. Chapman United States Bankruptcy Judge

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