UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re: Innkeepers USA Trust, et al., Debtors.

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

EIGHTH STIPULATION AND ORDER REGARDING FURTHER MODIFICATION OF THE COMMITTEES CHALLENGE DEADLINE IN THE CASH COLLATERAL ORDER WHEREAS, on September 2, 2010, the Court entered the Final Order Authorizing the Debtors to (i) Use The Adequate Protection Parties Cash Collateral and (ii) Provide Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362 and 363 (as amended, the Cash Collateral Order) [Docket No. 402 (amended by Docket No. 539)]; WHEREAS, paragraph 13 of the Cash Collateral Order provides, in pertinent part, that the Committee1 has a right to investigate and challenge any liens or security interests of the Adequate Protection Parties, or to assert any other claims or causes of action, at law or in equity, against any of the Adequate Protection Parties (the Challenge); WHEREAS, in addition to examining whether the Adequate Protection Parties validly perfected their prepetition liens and security interests against the Debtors assets (the Perfection Analysis), the Committee examined the June 2007 transaction in which Apollo Investment Corporation acquired the Debtors equity (the 2007 Transaction);

Capitalized terms not otherwise defined herein shall have the meaning set forth in the Cash Collateral Order or the Plan.

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WHEREAS, the Cash Collateral Order established November 30, 2010 as the date by which the Committee must file any Challenge (the Challenge Period); WHEREAS, in lieu of the Committee seeking relief from the Bankruptcy Court to modify and amend the Cash Collateral Order in order to extend the Challenge Period, the Adequate Protection Parties agreed to the terms of a Stipulation and Order, dated November 29, 2010 (Docket No. 744), providing for both (i) the extension of the Challenge Period relating to the Perfection Analysis from November 30, 2010 to December 30, 2010 as well as (ii) the extension of the Challenge Period for any Challenge not relating to the Perfection Analysis, including any Challenge related to the 2007 Transaction, from November 30, 2010 to January 28, 2011 (the First Challenge Period Extension Order); WHEREAS, the Committee, CW Capital Asset Management LLC (CW) and LNR Partners, LLC (LNR) subsequently agreed to the terms of a Stipulation and Order, dated December 30, 2010 (Docket No. 788), providing for a further extension of the Challenge Period relating to the Perfection Analysis for an additional sixty (60) days to February 28, 2011 (the Second Challenge Period Extension Order); WHEREAS, the Committee, Lehman ALI Inc. (Lehman) and Midland Loan Services, a Division of PNC Bank, N.A. (Midland) thereafter agreed to a Stipulation and Order, dated January 28, 2011 (Docket No. 875), providing for a further extension of the Challenge Period relating to the 2007 Transaction for an additional sixty (60) days to March 29, 2011 (the Third Challenge Period Extension Order); WHEREAS, the Committee, CW and LNR then agreed to the terms of a Stipulation and Order, dated February 28, 2011 (Docket No. 953), providing for a further extension of the

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Challenge Period for the Committee relating to the Perfection Analysis through March 29, 2011 (the Fourth Challenge Period Extension Order); WHEREAS, on March 11, 2011, the Court entered the Order Modifying Final Cash Collateral Order (the Cash Collateral Modification Order) (Docket No. 1008), which provided, in pertinent part, that the Challenge Period Extension Orders were further amended to provide that the deadline for the Committee to assert any other claims or causes in action, at law or in equity, against parties relating to the 2007 Transaction as such term is defined in the Final Cash Collateral Order is [] extended up to and including the date that is the earlier of (a) a date that is twenty (20) days after counsel to the Committee is given written notice of the termination of the Amended Commitment Letter (as defined in the Cash Collateral Modification Order), if any, and (b) the effective date of the Fixed/Floating Plan (as defined in the Amended Commitment Letter); WHEREAS, the Committee, CW and LNR then agreed to the terms of a Stipulation and Order, dated March 28, 2011 (Docket No. 1060), providing for a further extension of the Challenge Period for the Committee relating to the Perfection Analysis through May 31, 2011 (the Fifth Challenge Period Extension Order); WHEREAS, on May 9, 2011, the Debtors filed the Debtors Plans of Reorganization Pursuant to Chapter 11 Of The Bankruptcy Code (Docket No. 1210) (the Plan); WHEREAS, the Committee and CW then agreed to the terms of a Stipulation and Order, dated May 26, 2011 (Docket No. 1502), providing for a further extension of the Challenge Period for the Committee relating to the Perfection Analysis through July 15, 2011 (the Sixth Challenge Period Extension Order);

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WHEREAS, the Committee and CW agreed to the terms of a Stipulation and Order, dated July 15, 2011 (Docket No. 1870), providing for a further extension of the Challenge Period for the Committee relating to the Perfection Analysis through August 15, 2011 (the Seventh Challenge Period Extension Order, together with the First Challenge Period Extension Order, the Second Challenge Period Extension Order, the Third Challenge Period Extension Order, the Fourth Challenge Period Extension Order, and the Fifth Challenge Period Extension Order, and the Sixth Challenge Period Extension Order, the Challenge Period Extension Orders); WHEREAS, the Debtors restructured the debts related to the Anaheim Hotels pursuant to the terms of the Anaheim Hotel Commitment Letter and on June 29, 2011, the Court entered the Findings of Fact, Conclusions of Law, and Order Confirming Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (Docket No. 1804); WHEREAS, on Thursday, July 28, 2011, the Anaheim Hotel Debtors emerged from chapter 11 bankruptcy protection, and the Joint Plan of Reorganization for those specific debtor entities became effective (Docket No. 1965); WHEREAS, the Plan for the Fixed/Floating Debtors has not yet gone effective, and the Amended Commitment Letter has been purportedly terminated; WHEREAS, certain of the Debtors commenced an adversary proceeding against Cerberus Series Four Holdings, LLC, Chatham Lodging trust, INK Acquisition LLC and INK Acquisition II, LLC seeking to enforce the terms of the Amended Commitment letter (Adv. Pro. No. 11-02557); WHEREAS, the Committee recently requested that Lehman and Midland agree to a further extension of the Challenge Period relating to the 2007 Transaction;

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WHEREAS, Lehman and Midland have each agreed to extend the Challenge Period for the Committee relating to the 2007 Transaction through September 30, 2011 on the conditions set forth herein; and ACCORDINGLY, The Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al., Lehman, Midland and the Debtors, by and through their undersigned respective counsel, hereby stipulate that: 1. Paragraph 13 of the Cash Collateral Order, as amended by the Challenge Period Extension Orders and the Cash Collateral Modification Order, shall be further amended solely to provide that the Challenge Period relating to the 2007 Transaction as to Midland and Lehman is hereby extended up to and including Friday, September 30, 2011. 2. In the event that the Committee files a motion with the Court seeking standing to pursue claims arising out of the 2007 Transaction on behalf of the Debtors estates, the Debtors, Lehman and Midland consent to having the motion heard on shortened notice of no less than ten (10) days. 3. The Committee acknowledges that it will not challenge the perfection of the prepetition liens or security interests of Lehman or Midland (on behalf of the secured parties for which it acts as special servicer) on the Floating Rate Collateral and Fixed Rate Collateral, respectively. 4. The Challenge Period in paragraph 13 of the Cash Collateral Order, as modified by the Challenge Period Extension Orders, the Cash Collateral Modification Order and herein, may be further extended as agreed upon by the applicable Adequate Protection Party. 5. The Cash Collateral Order, except as specifically modified herein, in the

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Challenge Period Extension Orders and the Cash Collateral Modification Order, remains in full force and effect. Dated: September 9, 2011 MORRISON & FOERSTER LLP By: _/s/ Lorenzo Marinuzzi________ Lorenzo Marinuzzi 1290 Avenue of the Americas New York, NY 10104-0050 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 lmarinuzzi@mofo.com Dated: September 9, 2011 KIRKLAND & ELLIS LLP By: _/s/ Brian S. Lennon_ _____ Paul M. Basta Stephen E. Hessler Brian S. Lennon 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -andAnup Sathy, P.C. 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 asathy@kirkland.com Attorneys for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. Attorneys For The Debtors And Debtors In Possession

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Dated: September 9, 2011 HAYNES AND BOONE, LLP By: /s/ John D. Penn ____________ Lenard M. Parkins (NY Bar #4579124) Mark Elmore (admitted pro hac vice) 1221 Avenue of the Americas, 26th Floor New York, NY 10020-1007 Telephone: (212) 659-7300 Facsimile: (212) 884-8211 lenard.parkins@haynesboone.com mark.elmore@haynesboone.com -andHAYNES AND BOONE, LLP John D. Penn, Esq. (NY Bar # 4847208) 201 Main Street, Suite 2200 Fort Worth, Texas 76102 Telephone: (817) 347-6610 Facsimile: (817) 348-2300 john.penn@haynesboone.com Attorneys for Midland Loan Services, a Division of PNC Bank, N.A.

Dated: September 9, 2011 DECHERT LLP By: /s/ Michael J. Sage __________ Michael J. Sage Brian E. Greer Nicole B. Herther-Spiro 1095 Avenue of the Americas New York, New York 10036 Telephone: (212) 698-3500 Facsimile: (212) 698-3599 michael.sage@dechert.com brian.greer@dechert.com

Attorneys for Lehman ALI Inc.

Dated: September 12, 2011

SO ORDERED: /S/ Shelley C. Chapman Hon. Shelley C. Chapman United States Bankruptcy Judge

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