James H.M. Sprayregen, P.C. Paul M.

Basta 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. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession 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

NOTICE OF FILING OF STIPULATION AND AGREED ORDER RESOLVING MOTION OF LINDA SUMMERS TO LIFT THE STAY 1 PLEASE TAKE NOTICE that, on September 16, 2010, Linda Summers filed the Motion to Lift the Stay [Docket No. 439].

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.

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PLEASE TAKE FURTHER NOTICE that the above-captioned debtors and debtors in possession (collectively, the Debtors) hereby file the Stipulation and Agreed Order Resolving Motion of Linda Summers to Lift the Stay, which the Debtors are submitting to the Court for entry. PLEASE TAKE FURTHER NOTICE that copies of the documents referenced herein may be obtained free of charge 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. You may also obtain copies of any pleadings by visiting the Courts website at http://www.nysb.uscourts.gov in accordance with the procedures and fees set forth therein. New York, New York Dated: October 27, 2010 /s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta 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. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

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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 MOTION OF LINDA SUMMERS TO LIFT THE STAY 1 Innkeepers USA Trust and certain of its affiliates as debtors and debtors in possession (collectively, the Debtors) and Linda Summers (the Movant, and together with the Debtors, the Parties), through their undersigned counsel, hereby enter into this stipulation and agreed order (the Stipulation and Order). 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) 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 September 25, 2008, the Movant commenced a lawsuit in the Supreme Court, County of Suffolk, State of New York (the Prepetition Litigation) alleging personal injury and seeking money damages against multiple defendants, including Debtor Grand Prix Islandia, LLC (Grand Prix Islandia), in connection with alleged personal injuries arising out of an alleged accident occurring on October 9, 2005;
1

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.

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WHEREAS, upon the filing of the Debtors chapter 11 petitions, the automatic stay of section 362 of the Bankruptcy Code came into effect and stayed certain actions against the Debtors; WHEREAS, on September 16, 2010, the Movant filed the Motion to Lift Stay [Docket No. 439] (the Lift Stay Motion); WHEREAS, on September 16, 2010, the Movant filed a proof claim [Claim No. 253] for alleged personal injuries in connection with the Prepetition Litigation (the Proof of Claim); WHEREAS, the Movant believes that she may be entitled to recover on account of certain claims asserted in the Prepetition Litigation against third-party insurance policies to which Grand Prix Islandia is an insured party; and WHEREAS, the Debtors and the Movant wish to resolve the Lift Stay Motion on the terms set forth herein. NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and between the Debtors and the Movant, which agreement, when so-ordered by the Court, shall constitute an order of the Court, as follows: 1. The automatic stay shall be modified solely for the limited purpose of permitting

the Movant to proceed against Grand Prix Islandia in the Prepetition Litigation as a nominal defendant only, at no cost to the Debtors, their estates, or their successors, so that the Movant may seek to establish liability against Grand Prix Islandia for the sole purpose of recovering against proceeds of applicable insurance policies, if any (the Insurance Policies). 2. Any recoveries based upon any judgment, settlement, mediation, arbitration, or

otherwise on account of the Movants claims against the Debtors, including relating to the

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Prepetition Litigation, shall be solely from the proceeds of the Insurance Policies and not against the Debtors, their estates, or their successors. 3. The Debtors make no representation as to the existence or availability of any

insurance coverage or insurance policies, the amount of coverage, or the likelihood of recovery against any such insurance policies, if any. 4. Any and all proofs of claim filed by the Movant in these chapter 11 cases relating

to the Prepetition Litigation, including the Proof of Claim, are disallowed and expunged for all purposes, and the Movant shall not be entitled to receive any distributions from any of the Debtors, their estates, or their successors in their chapter 11 cases under a plan of reorganization or otherwise on behalf of such claims. 5. The Movant shall not have an allowed claim (as defined in section 101(5) of the

Bankruptcy Code) pursuant to section 502 of the Bankruptcy Code based upon the Prepetition Litigation (or the claims asserted therein) against any of the Debtors and shall not be entitled to any distributions from any of Debtors, their estates, or their successors, whether under a chapter 11 plan or otherwise on behalf of such claim; provided, that to the extent the Insurance Policies are unable to satisfy a judgment or other disposition with respect to the Prepetition Litigation, the Movant agrees that any such unsatisfied portion, which could otherwise be considered a general unsecured claim in the Debtors chapter 11 cases, is hereby fully and finally waived and forever released and the Movant shall not otherwise engage in any efforts to collect any amount from the Debtors, their estates, or their successors based upon the Prepetition Litigation (or the claims asserted therein). 6. The Lift Stay Motion shall be deemed withdrawn with prejudice immediately

upon the Court entering the Stipulation and Order without further action of the Parties.

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7.

The Movant shall file this Stipulation and Order in the court in which the

Prepetition Litigation is pending within 30 business days after the entry of this Stipulation and Order. 8. Under no circumstances shall the Debtors, their estates, or their successors be

required to pay or otherwise satisfy: (a) any self-insured retention or deductible liability; (b) any obligation to post any security or deposit with an insurer pursuant to the terms of any insurance policy; (c) any defense costs; (d) any judgment above the applicable insurance coverage; or (e) any other costs of any kind, including, without limitation, any claims by insurance companies against the Debtors, their estates, or their successors related to the Prepetition Litigation, or the claims subject thereof (collectively, the Administrative Costs). 9. To the extent required by an insurer, the Movant shall have the option of funding

any Administrative Costs. If, however, the Movant is unwilling or unable to fund any such Administrative Costs, the Movant shall immediately abandon pursuit of any Insurance Policy and all of the Movants claims against the Debtors will be forever released and waived. 10. The Movant will indemnify and hold the Debtors, their estates, and their

successors harmless against any requirement by or claim of any insurer for the payment by the Debtors, their estates, or their successors of any Administrative Costs. 11. This Stipulation and Order shall not become effective unless and until it is

approved and entered by the Court. 12. By entering into this Stipulation and Order, the Debtors are not waiving any

defenses at law or in equity, including as to the Prepetition Litigation. 13. Neither the Stipulation and Order nor any negotiations and writings in connection

with this Stipulation and Order shall in any way be construed as or deemed to be evidence of or

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an admission on behalf of any Party regarding any claim or right that such Party may have against the other Party. 14. This Stipulation and Order shall be binding on and inure to the benefit of the

Parties hereto and their respective successors and assigns. 15. This Stipulation and Order 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 Court. 16. This Stipulation and Order contains the entire agreement by and between the

Debtors and the Movant with respect to the subject matter hereof, and all prior understandings or agreements, if any, are merged into this Stipulation and Order. 17. Each of the undersigned counsel represents that he or she is authorized to execute

this Stipulation and Order on behalf of his or her respective client. 18. This Stipulation and 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. 19. The Debtors are authorized to take all actions necessary to effectuate the relief

provided by this Stipulation and Order. 20. The terms and conditions of this Stipulation and Order shall be immediately

effective and enforceable upon its entry. 21. The Court retains jurisdiction to hear and determine all matters arising from or

related to the implementation, interpretation, and/or enforcement of this Stipulation and Order.

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Dated:

October 26,2010 New York, New York

'~ r
Bellmore, New York 11710 (516) 221-7900 Attorney for Linda Summers

/s/ Paul- - M. Basta ,-;c-- - - James H.M. Sprayregen, P.C. Paul M. Basta KIRKLAND & ELLIS LLP 601 Lexington A venue New York, New York 10022-4611 Telephone: (212) 446-4~WO Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Cannel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (J 12) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

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SO ORDERED this ___ day of __________, 2010 ___________________________________ The Honorable Shelley C. Chapman United States Bankruptcy Judge

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