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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 OBJECTION TO GUARANTY CLAIM ASSERTED BY FIVE MILE CAPITAL REAL ESTATE ADVISORS LLC AGAINST GRAND PRIX HOLDINGS LLC1 The Trustee2 of the Liquidation Trust (the Trustee), Five Mile Capital Real Estate Advisors LLC, in its capacity as special servicer for the Fixed Rate Mortgage Loan (Five Mile), and Apollo Investment Corporation (Apollo and, together with the Trustee and Five Mile, the Parties), by and through their undersigned counsel, hereby stipulate and agree as follows (the Stipulation and Agreed Order): RECITALS WHEREAS, on July 13, 2011, the Debtors filed the Debtors Objection to Guaranty Claim Asserted by Midland Loan Services, Inc. Against Grand Prix Holdings LLC [Docket No. 1867] (the Objection) objecting to the $83,965,000 claim asserted by Five Mile against Grand

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. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1445] (as amended, modified, or supplemented from time to time, the Plan).

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Prix Holdings LLC (Holdings) pursuant to that certain guaranty executed as of June 29, 2007 by Holdings for the benefit of Lehman ALI Inc. (the Guaranty Claim); WHEREAS, on February 24, 2012, Five Mile filed the Response of Five Mile Capital Real Estate Advisors LLC to the Debtors Objection to Guaranty Claim Asserted by Midland Loan Services, Inc. Against Grand Prix Holdings LLC [Docket No. 2308] (the Five Mile Response) requesting the Bankruptcy Court allow the Guaranty Claim; and WHEREAS, Apollo holds 100% of the common equity interests in Holdings. STIPULATION AND AGREED ORDER IT IS THEREFORE STIPULATED AND AGREED AS FOLLOWS: 1. The Guaranty Claim shall be Allowed as a General Unsecured Claim against

Holdings in the amount of $83,956,000. 2. Distributions on account of the Guaranty Claim from Holdings shall be made in

accordance with the Remaining Debtor Plan, provided that, pursuant to this Stipulation and Agreed Order, upon approval of this Stipulation and Agreed Order by the Court after notice to Holdings creditors, Five Mile shall be deemed to have directed the Trustee, and the Trustee shall be authorized and directed by the Court, to distribute directly to Apollo one-third (33.33%) of any amount to be distributed to Five Mile from Holdings on account of the Guaranty Claim. The amounts to be so distributed to Five Mile and Apollo shall not be subject to any offset, right of recoupment, or other defense or reduction. 3. The Parties acknowledge that no promise, inducement, or agreement not stated

herein has been made to them in connection with this Stipulation and Agreed Order, and that this Stipulation and Agreed Order constitutes the entire agreement between them regarding the Objection to, and allowance of, the Guaranty Claim.

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4.

This Stipulation and Agreed Order shall become effective upon approval by the

Court after notice to Holdings creditors. After approval by the Court, this Stipulation and Agreed Order shall not be modified, altered, amended, or vacated without written consent of all Parties hereto. 5. In the event the Court does not approve this Stipulation and Agreed Order, all

Parties rights with respect to the Guaranty Claim, the Objection, and the Five Mile Response shall be restored as if this Stipulation and Agreed Order had not been entered into and the Trustee and Five Mile will work together to establish a new litigation schedule with respect to the Objection and the Five Mile Response. 6. This Stipulation and Agreed Order 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.

SO ORDERED: March ____, 2012

_____________________________ HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE

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Dated: March ____, 2012 New York, New York

/s/ John D. Penn Lenard M. Parkins Mark Elmore HAYNES AND BOONE, LLP 30 Rockefeller Plaza, 26th Floor New York, New York 10112 Telephone: (212) 659-7300 Facsimile: (212) 884-8211 and John D. Penn HAYNES AND BOONE, LLP 201 Main Street, Suite 2200 Fort Worth, Texas 76102 Telephone: (817) 347-6610 Facsimile: (817) 348-2300 Counsel for Five Mile Capital Real Estate Advisors LLC

/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 AP Services, LLC, in its capacity as Trustee

/s/ Alan W. Kornberg Alan W. Kornberg Andrew J. Ehrlich PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1258 Avenue of the Americas New York, New York 10019-6064 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 Counsel for Apollo Investment Corporation

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