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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 AND AGREED ORDER RESOLVING DEBTORS NINTH OMNIBUS CLAIMS OBJECTION WITH RESPECT TO CLAIM OF LIBERTY MUTUAL INSURANCE COMPANY Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), and Liberty Mutual Insurance Company (Liberty Mutual 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 21, 2010, Liberty Mutual filed a proof claim in the amount of $111,167 [Claim No. 766] (the Liberty Mutual Claim) on account of amounts allegedly

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.

K&E 20231006

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owed under certain insurance policies numbered WC2-151-280039-0011, WC2-151-2800390012, and WC2-151-280039-0013 (collectively, the Insurance Policies) that the Debtors held with Liberty Mutual; 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 15, 2011, the Debtors filed the Debtors Ninth 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. 1709] (the Ninth Omnibus Objection). Among other things, the Ninth Omnibus Objection objected to the Liberty Mutual Claim on the grounds that the Debtors books and records indicated the Debtors were not liable for the Liberty Mutual Claim; WHEREAS, on June 29, 2011, the Bankruptcy Court entered an order confirming the Plan [Docket No. 1804] (as amended, modified, or supplemented from time to time, the Confirmation Order); WHEREAS, on July 26, 2011, the Bankruptcy Court entered the Order Granting Debtors Ninth 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. 1959] which, among other things, continued the Debtors objection to the Liberty Mutual Claim to the August 2, 2011 omnibus hearing. The Debtors objection to the Liberty Mutual Claim has since been continued to the omnibus hearing scheduled for December 13, 2011.

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WHEREAS, the Parties entered into negotiations and have reached a settlement in respect of, among other things, the Liberty Mutual 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 Liberty Mutual Claim shall be

deemed Allowed (as defined in the Plan) as a general unsecured claim in the amount of $111,167 (the Allowed Liberty Mutual Claim) against Innkeepers USA Trust in full and final resolution of any and all prepetition and postpetition amounts owed by the Debtors to Liberty Mutual arising in connection with any of the Insurance Policies. 2. 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. 3. 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. 4. This Stipulation shall be binding upon and shall inure to the benefit of the parties

hereto and their legal representatives, predecessors, successors, and assigns. 5. 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. 6. The provisions of this Stipulation are nonseverable and mutually dependent. 3

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7.

The Bankruptcy Court retains jurisdiction with respect to all matters arising from

or related to the implementation of this Stipulation. 8. 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.

Dated: November 14, 2011 New York, New York

/s/ Mark A. DeFeo Douglas R. Gooding Mark A. DeFeo CHOATE, HALL & STEWART, LLP Two International Place Boston, Massachusetts 02110 Telephone: (617) 248-5000 Facsimile: (617) 248-4000 Counsel to Liberty Mutual

/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 14, 2011 New York, New York /s/ Shelley C. Chapman HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE 4