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 REGARDING OWNERSHIP OF INNKEEPERS USA TRUST 12% SERIES A CUMULATIVE PREFERRED SHARES Innkeepers USA Trust and certain of its affiliates as debtors and debtors in possession (collectively, the Debtors), Apollo Investment Corporation (Apollo), and Midland Loan Services, a division of PNC Bank, N.A. in its capacity as Special Servicer (Midland, and together with the Debtors and Apollo, the Parties), through their undersigned counsel, hereby stipulate and agree as follows (the Stipulation).1 WHEREAS Midland has requested that the Debtors and Apollo, and the Debtors and Apollo have agreed to, clarify the record in these chapter 11 cases regarding the ownership of the 12% Series A cumulative preferred shares (the Series A Preferred Shares) issued by Innkeepers USA Trust (Innkeepers) NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED as follows: 1. The Debtors and Apollo stipulate that, at all times from the issuance of the Series

A Preferred Shares in 2007 through the present, the respective ownership register and stock certificates, as well as the books and records of both Innkeepers and Grand Prix Holdings LLC (Grand Prix Holdings) reflected that 2,989,431 of the Series A Preferred Shares were owned

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. 1779] (the Plan).

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solely by Grand Prix Holdings and 10,569 of the Series A Preferred Shares were owned by current or former members of Innkeepers management (collectively, the Management Shares). 2. The Debtors and Apollo stipulate that, any distribution made pursuant to the

Distribution Waterfall applicable to the Remaining Debtor Plan shall provide that, with the exception of the distributions to be made on account of the Management Shares, all value flowing to the Series A Preferred Shares shall flow to Grand Prix Holdings in a manner consistent with Grand Prix Holdings aforementioned ownership of the Series A Preferred Shares. 3. The Debtors, Apollo and Midland stipulate that nothing contained in this

Stipulation shall have any impact on the pending litigation regarding, or create any right or argument in support of or against, the guaranty claims asserted against Grand Prix Holdings (the Grand Prix Holdings Guaranty Claims) by Midland or any other entity, which Grand Prix Holdings Guaranty Claims are subject to the objections of the Debtors [Docket Nos. 1865, 1866, and 1867] and which litigation is subject to the six-month abatement period during which no party shall be authorized to take any action to prosecute or oppose the Grand Prix Holdings Guaranty Claims in accordance with paragraph 117 of the Findings of Fact, Conclusions or Law, and Order Confirming Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1804].

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Dated: August 5, 2011 New York, New York

/s/ Alan W. Kornberg Alan W. Kornberg Andrew J. Ehrlich PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York 10019-6064 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 Counsel for Apollo Investment Corporation

/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

/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 Midland Loan Services, a division of PNC Bank, N.A., in its Capacity as Special Servicer

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

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