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 PROVIDING CERTAIN GUARANTY CLAIMANTS BALLOTS AND VOTING RIGHTS Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors),1 Midland Loan Services, a division of PNC Bank, N.A., in its capacity as the special servicer for the Fixed Rate Mortgage Loan (Midland), Lehman ALI Inc., as lender under the Floating Rate Mortgage Loan (Lehman), CW Capital Asset Management LLC, as special servicer for the Anaheim Mortgage Loan (CWCAM), C-III Asset Management LLC, as special servicer for the Ontario Mortgage Loan (C-III), and TriMont Real Estate Advisors Inc., as special servicer for both the Floating Rate Mezzanine Loan and the Anaheim Mezzanine Loan (TriMont and together with the Debtors, Midland, Lehman, CWCAM, and C-III, the Parties), hereby enter into this stipulation

(this Stipulation) allowing certain parties asserting certain Guaranty Claims (defined below) to vote on the Remaining Debtors Plan as it pertains to Grand Prix Holdings LLC (Grand Prix Holdings). The Parties hereby make the following statements and agreements: A. WHEREAS, on July 19, 2010 (the Petition Date), the Debtors commenced

these voluntary cases under chapter 11 of the Bankruptcy Code and are authorized to continue to

Any term used but not otherwise defined herein shall have the meaning ascribed to it in the Debtors Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1445] (the Plan).

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operate their business and manage their properties as a debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. B. WHEREAS, Wells Fargo Bank, N.A., not individually but solely in its capacity

as trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C1, by and through C-III, its special servicer, is asserting a guaranty claim against Grand Prix Holdings in the amount of $44,738,754.33 (the Ontario Mortgage Guaranty Claim). C. WHEREAS, Wells Fargo Bank, N.A., not individually but solely as trustee for

the registered holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-C5, by and through CWCAM, its special servicer, is asserting a guaranty claim against Grand Prix Holdings in the amount of $13,235,270.42 (the Anaheim Mortgage Guaranty Claim). D. WHEREAS, Lehman is asserting a guaranty claim against Grand Prix Holdings

in the amount of not less than $233,489,097.042 (the Floating Rate Mortgage Guaranty Claim). E. WHEREAS, TriMont, in its capacity as special servicer for the Floating Rate

Mezzanine Loan, is asserting a guaranty claim against Grand Prix Holdings in an aggregate amount of up to $131,345,438.26 (or such higher amount as may be contained in an amendment to Grand Prix Holdings schedules of assets and liabilities filed with the Court) (the Floating Rate Mezzanine Guaranty Claim).

This number includes principal and default interest only through July 31, 2011, and is subject to increase based upon the amount of accrued default interest and unpaid fees and expenses due under the Floating Rate Mortgage Loan Agreement through the Effective Date. All parties rights are reserved with respect to the allowance of interest, fees and expenses under the Floating Rate Mortgage Loan Agreement.

F.

WHEREAS, TriMont, in its capacity as special servicer for the Anaheim

Mezzanine Loan, is asserting a guaranty claim against Grand Prix Holdings in an aggregate amount of up to $22,640,833.27 (or such higher amount as may be contained in an amendment to Grand Prix Holdings schedules of assets and liabilities filed with the Court) (the Anaheim Mezzanine Guaranty Claim). G. WHEREAS, Midland is asserting a guaranty claim against Grand Prix Holdings

in the amount of not less than $83,956,000 (the Fixed Rate Mortgage Guaranty Claim and together with the Ontario Mortgage Guaranty Claim, the Floating Rate Mortgage Guaranty Claim, the Anaheim Mortgage Guaranty Claim, the Floating Rate Mezzanine Guaranty Claim, and the Anaheim Mezzanine Guaranty Claim, the Guaranty Claims). As of the date hereof, the Debtors have not filed an objection to the Fixed Rate Mortgage Guaranty Claim. H. WHEREAS, because disputes exist as to whether the Guaranty Claims have been

allowed or should be allowed in the chapter 11 cases, the Debtors have not provided certain parties asserting the Guaranty Claims with Ballots on account of such Guaranty Claims. NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and between the Parties, as follows: 1. The Debtors solicitation agent shall promptly deliver a Ballot to counsel for the

parties asserting the Guaranty Claims to the extent such parties have not already received a Ballot on account of such claims, and such parties will be allowed ten (10) days to deliver such Ballot and may deliver such Ballot by electronic transmission (e-mail, fax or otherwise), as follows:

(a)

Midland shall be permitted to vote its Fixed Rate Mortgage Guaranty

Claim in the amount of $83,956,000 in Class R4B against Grand Prix Holdings.3 (b) Lehman shall be permitted to vote its Floating Rate Mortgage Guaranty

Claim in the amount of $233,489,097.04 in Class R4B against Grand Prix Holdings. (c) CWCAM shall be permitted to vote its Anaheim Mortgage Guaranty

Claim in the amount of $13,235,270.42 in Class R4B against Grand Prix Holdings. (d) C-III shall be permitted to vote its Ontario Mortgage Guaranty Claim in

the amount of $44,738,754.33 in Class R4B against Grand Prix Holdings. (e) TriMont, in its capacity as special servicer under the Floating Rate

Mezzanine Loan, shall be permitted to vote its Floating Rate Mezzanine Guaranty Claim in the amount of $131,345,438.26 in Class R4B against Grand Prix Holdings. (f) TriMont, in its capacity as special servicer under the Anaheim Mezzanine

Loan, shall be permitted to vote its Anaheim Mezzanine Guaranty Claim in the amount of $22,640,833.27 in Class R4B against Grand Prix Holdings. 2. In tabulating the voting results for Class R4B, the Soliciting Agent shall count any

and all ballots that are timely submitted in accordance with the terms of this Stipulation by the holders of the Guaranty Claims.

$83,956,000 represents 10% of the amount reflected on the Ballot the Claims Agent provided to Midland to vote on the Fixed/Floating Plan. Section 10.25 of the Fixed Rate Mortgage Loan Agreement states that all such guaranties, in the aggregate, shall not exceed an amount equal to 10 percent (10%) of the principal balance of the Loan. All parties rights are reserved with respect to the interpretation of section 10.25 of the Fixed Rate Mortgage Loan Agreement.

3.

Nothing contained in this Stipulation shall be construed as an admission or a

determination with respect to the amount, validity and/or allowance of the Guaranty Claims for purposes of distributions under the Plan or the validity of any dispute regarding any Guaranty Claim. 4. All parties in interest with standing to object to the Guaranty Claims reserve all

rights to object to the Guaranty Claims on any grounds. The parties asserting the Guaranty Claims reserve all rights to respond to any objection filed thereto. 5. The parties asserting the Guaranty Claims reserve all of i) their rights to seek any

relief against Grand Prix Holdings with respect to the Guaranty Claims and ii) their rights to object to Confirmation of the Remaining Debtor Plan as it pertains in any way to Grand Prix Holdings. 6. Stipulation. 7. This is the entire agreement among the Parties in respect of the agreements Except as provided herein, no Party releases any claim or right pursuant to this

contained herein with respect to the Guaranty Claims and voting on the Remaining Debtor Plan, and all oral statements and understandings are merged herein. 8. Each of the Parties represents and warrants it is duly authorized to enter into and

be bound by this Stipulation. 9. 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. 10. This Stipulation, as between the Debtors and each holder of a Guaranty Claim,

shall not be modified, altered, amended, or vacated without written consent of the Debtors and

the holder of a Guaranty Claim hereto.

Any such modification, alteration, amendment or

vacation, in whole or in part, shall be subject to the approval of the Bankruptcy Court. 11. The Bankruptcy Court shall retain jurisdiction to hear any disputes relating to or

arising from this Stipulation.

SO ORDERED: June 7, 2011 New York, New York /s/ Shelley C. Chapman HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE

Dated: June 7, 2011 New York, New York

/s/ Anup Sathy, P.C. KIRKLAND & ELLIS LLP 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 KIRKLAND & ELLIS LLP Anup Sathy, P.C. 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

/s/ John D. Penn HAYNES AND BOONE, LLP Lenard M. Parkins John D. Penn Mark Elmore HAYNES AND BOONE, LLP 30 Rockefeller Plaza, 26th Floor New York, New York 10112 Telephone: (212) 659-7300 Facsimile: (212) 918-8989 Counsel for the Midland Loan Services, a Division of PNC Bank, N.A. /s/ David M. Neff PERKINS COIE LLP Schuyler G. Carroll Jeffrey D. Vanacore PERKINS COIE LLP 30 Rockefeller Plaza, 25th Floor New York, New York 10112 Telephone: (212) 262-6900 Facsimile: (212) 977-1649 and PERKINS COIE LLP David M. Neff (admitted pro hac vice) 131 S. Dearborn Street Chicago, Illinois 60603 Telephone: (312) 324-8400 Facsimile: (312) 324-9400 Counsel for CWCapital Asset Management LLC and C-III Asset Management LLC

/s/ Michael J. Sage DECHERT LLP Michael J. Sage Brian E. Greer Nicole B. Herther-Spiro DECHERT LLP 1095 Avenue of the Americas New York, New York 10036 Telephone: (212) 698-3500 Facsimile: (212) 698-3599 Counsel for Lehman ALI, Inc. and SASCO 2008-C2, LLC /s/ Todd C. Meyers KILPATRICK TOWNSEND & STOCKTON LLP Todd C. Meyers Rex R. Veal Mark A. Fink KILPATRICK TOWNSEND & STOCKTON LLP 1100 Peachtree Street, Suite 2800 Atlanta, Georgia 30309 Telephone: (404) 815-6500 Facsimile: (404) 541-6555 and KILPATRICK TOWNSEND & STOCKTON LLP Michael D. Crisp 31 West 52nd Street, 14th Floor New York, New York 10019 Telephone: (212) 775-8703 Facsimile: (212) 775-8819 Counsel for TriMont Real Estate Advisors, Inc., as Special Servicer