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James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L.

Marines 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. (admitted pro hac vice) 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

PROPOSED AGENDA FOR SEPTEMBER 30, 2010 HEARING1

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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Time and Date of Hearing: Location of Hearing:

September 30, 2010 at 10:00 a.m. (prevailing Eastern Time)

Hon. Shelley C. Chapman United States Bankruptcy Court for the Southern District of New York Courtroom No. 610 One Bowling Green Alexander Hamilton Custom House New York, New York 10004 A copy of each pleading can be viewed on the Courts website at ecf.nysb.uscourts.gov and at the website of the Debtors notice and claims agent, Omni Management Group, LLC (Omni), at www.omnimgt.com/innkeepers. Further information may be obtained by calling Omni at (866) 989-6147.

Copies of Motions:

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A.

Debtors Motion to Assume Marriott Agreement Debtors Motion for an Order Authorizing the Debtors to Assume the Marriott Adequate Assurance Agreement [Docket No. 446] Responses Received: None Related Documents: 1. Notice of Filing of Revised Order Authorizing the Debtors to Assume the Marriott Adequate Assurance Agreement [Docket No. 512]

Status: This matter is going forward on an uncontested basis with a revised order. B. Midlands Motion to Reconsider Final Cash Collateral Order Limited Motion to Reconsider Final Order Authorizing the Debtors to (I) Use the Adequate Protection Parties Cash Collateral and (II) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362 and 363 [Docket No. 441] Responses Received: 1. Objection of Lehman ALI Inc. to Midland Loan Services, Inc.s Limited Motion to Reconsider Final Order Authorizing the Debtors to (I) Use the Adequate Protection Parties Cash Collateral and (II) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362 and 363 [Docket No. 475] Response of Ad Hoc Committee of Preferred Shareholders to Limited Motion of Midland Loan Services, Inc. to Reconsider Final Order Authorizing the Debtors to (I) Use the Adequate Protection Parties Cash Collateral and (II) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362 and 363 [Docket No. 480] Debtors Objection to Midland Loan Services, Inc.s Motion to Reconsider the Final Cash Collateral Order [Docket No. 494] Objection of the Official Committee of Unsecured Creditors to the Limited Motion of Midland Loan Service, Inc. to Reconsider Final Order Authorizing the Debtors to (I) Use the Adequate Protection Parties Cash Collateral and (II) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362 and 363 [Docket No. 495] Declaration of Lorenzo Marinuzzi in Support of the Objection of the Official Committee of Unsecured Creditors to the Limited Motion of Midland Loan Service, Inc. to Reconsider Final Order Authorizing the Debtors to (I) Use the Adequate Protection Parties Cash Collateral and (II) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362 and 363 [Docket No. 496] 3
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Status: This matter is going forward on a contested basis. C. Preferred Shareholders Motion to Appoint Equity Committee Motion of Ad Hoc Committee of Preferred Shareholders for Order Directing Appointment of Statutory Committee of Preferred Shareholders Pursuant to Bankruptcy Code Section 1102(a)(2) [Docket No. 435] Declaration of Anders J. Maxwell in Support of Motion of Ad Hoc Committee of Preferred Shareholders for Order Directing Appointment of Statutory Committee of Preferred Shareholders Pursuant to Bankruptcy Code Section 1102(a)(2) [Docket No. 485] Responses Received: 1. Objection of the United States Trustee to Motion of Ad Hoc Committee of Preferred Shareholders for an Order Directing the Appointment of an Equity Committee [Docket No. 453] Objection by Midland Loan Services Inc. to the Motion of Ad Hoc Committee of Preferred Shareholders for Order Directing Appointment of Statutory Committee of Preferred Shareholders Pursuant to Bankruptcy Code Section 1102(a)(2) [Docket No. 477] Declaration of Ronald F. Greenspan in Support of (1) Midland Loan Services, Inc.s Objection to the Application Pursuant to Sections 327(a), 328(a), and 1103 of the Bankruptcy Code Authorizing the Retention and Employment of Jefferies & Company, Inc. as the Financial Advisor and Investment Banker to the Official Committee of Unsecured Creditors Nunc Pro Tunc to July 30, 2010 and (2) Objection by Midland Loan Services, Inc. to the Motion of Ad Hoc Committee of Preferred Shareholders for Order Directing Appointment of Statutory Committee of Preferred Shareholders Pursuant to Bankruptcy Code Section 1102(a)(2) [Docket No. 479] Notice of Substitution of the Greenspan Declaration [Docket #479] with the Declaration of Chris Dochat in Support of (1) Midland Loan Services, Inc.s Objection to the Application Pursuant to Sections 327(a), 328(a), and 1103 of the Bankruptcy Code Authorizing the Retention and Employment of Jefferies & Company, Inc. as the Financial Advisor and Investment Banker to the Official Committee of Unsecured Creditors Nunc Pro Tunc to July 30, 2010 and (2) Objection by Midland Loan Services, Inc. to the Motion of Ad Hoc Committee of Preferred Shareholders for Order Directing Appointment of Statutory Committee of Preferred Shareholders Pursuant to Bankruptcy Code Section 1102(a)(2) [Docket No. 507] 3. Response and Joinder of C-III Asset Management, LLC with Objection by Midland Loan Services, Inc.s to the Motion of Ad Hoc Committee of Preferred Shareholders for Order Directing Appointment of Statutory Committee of 4
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Preferred Shareholders Pursuant to Bankruptcy Code Section 1102(a)(2) [Docket No. 483] 4. Response and Joinder of CWCapital Asset Management LLC with Objection by Midland Loan Services, Inc.s to the Motion of Ad Hoc Committee of Preferred Shareholders for Order Directing Appointment of Statutory Committee of Preferred Shareholders Pursuant to Bankruptcy Code Section 1102(a)(2) [Docket No. 484] Objection of Lehman ALI Inc. to Motion of Ad Hoc Committee of Preferred Shareholders for Order Directing Appointment of Statutory Committee of Preferred Shareholders Pursuant to Bankruptcy Code Section 1102(a)(2) [Docket No. 490] Limited Objection of Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-C1 and U.S. Bank National Association, as Successor to LaSalle Bank N.A., Formerly Known as LaSalle National Bank, as Trustee for the Registered Holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 to Motion of the Ad Hoc Committee of Preferred Shareholders Pursuant to Bankruptcy Code Section 1102(a)(2) [Docket No. 492] Objection of the Official Committee of Unsecured Creditors to the Motion of the Ad Hoc Committee of Preferred Shareholders for an Order Directing the Appointment of Statutory Committee of Preferred Shareholders Pursuant to Bankruptcy Code Section 1102(a)(2) [Docket No. 493] Debtors Objection to Motion of Ad Hoc Committee of Preferred Shareholders for Order Directing Appointment of Statutory Committee of Equity Security Holders Pursuant to Section 1102(a)(2) of the Bankruptcy Code [Docket No. 497]

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Related Documents: 9. Revised Notice of Hearing on the Motion of the Ad Hoc Committee of Preferred Shareholders for Order Directing Appointment of Statutory Committee of Preferred Shareholders Pursuant to Bankruptcy Code Section 1102(a)(2) [Docket No. 436]

Status: This matter is going forward on a contested basis. D. Preferred Shareholders Motion to Appoint Examiner Motion of Ad Hoc Committee of Preferred Shareholders for Order Directing Appointment of Examiner Pursuant to Section 1104(c)(1)-(2) of the Bankruptcy Code [Docket No. 179]

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Responses Received: 1. 2. Response to Motion for Appointment of Examiner [Docket No. 253] Objection of the Official Committee of Unsecured Creditors to the Motion of the Ad Hoc Committee of Preferred Shareholders for an Order Directing the Appointment of an Examiner Pursuant to Section 1104(c)(1)-(2) of the Bankruptcy Code [Docket No. 263] Response of the United States Trustee to Motion of Ad Hoc Committee of Preferred Shareholders for Order Directing the Appointment of Examiner Pursuant to Sections 1104(c)(1) and (2) of the Bankruptcy Code [Docket No. 268] Lehman ALI Inc.s Objection to Motion of Ad Hoc Committee of Preferred Shareholders for Order Directing Appointment of Examiner Pursuant to Section 1104(c)(1)-(2) of the Bankruptcy Code and Joinder in Debtors Objection to Motion [Docket No. 270] Objection of Apollo Investment Corporation to Motion of Ad Hoc Committee of Preferred Shareholders for Order Directing Appointment of Examiner Pursuant to Section 1104(c)(1)-(2) of the Bankruptcy Code [Docket No. 277] Joinder of Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C1 and U.S. Bank National Association, as Trustee for the Registered Holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 to Midland Loan Services, Inc.s Amended Objection to Motion of Ad hoc Committee of Preferred Shareholders for Order Directing Appointment of Examiner Pursuant to Section 1104(c)(1)-(2) of the Bankruptcy Code [Docket No. 282] Debtors Objection to Motion of Ad Hoc Committee of Preferred Shareholders for Order Directing Appointment of Examiner Pursuant to Section 1104(c)(1)-(2) of the Bankruptcy Code [Docket No. 285] Declaration of Nathan J. Cook, Chief Financial Officer of the Debtors, in Support of Debtors Objection to Motion of Ad Hoc Committee of Preferred Shareholders for Order Directing Appointment of Examiner Pursuant to Section 1104(c)(1)-(2) of the Bankruptcy Code [Docket No. 286] Replies Received: 8. Reply of Ad Hoc Committee of Preferred Shareholders to Objections to Motion for Order Directing Appointment of Examiner Pursuant to Section 1104(c)(1)-(2) of the Bankruptcy Code [Docket No. 334]

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Status: This matter is going forward on a contested basis. 6


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E.

Jefferies Retention Application Application Pursuant to Sections 327(a), 328(a), and 1103 of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016 for Entry of an Order Authorizing the Retention and Employment of Jefferies & Company, Inc. as Financial Advisor and Investment Banker to the Official Committee of Unsecured Creditors [Docket No. 422] Responses Received: 1. Joinder of Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage PassThrough Certificates, Series 2007-C1 and U.S. Bank National Association, as Successor to LaSalle Bank N.A., Formerly Known as LaSalle National Bank, as Trustee for the Registered Holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 to Midland Loan Services Inc.s Objection to the Application Pursuant to Sections 327(a), 328(a), and 1103 of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016 for Entry of an Order Authorizing the Retention and Employment of Jefferies & Company, Inc. as the Financial Advisor and Investment Banker to the Official Committee of Unsecured Creditors Nunc Pro Tunc to July 30, 2010 [Docket No. 474] Midland Loan Services Inc.s Objection to the Application Pursuant to Sections 327(a), 328(a), and 1103 of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016 for Entry of an Order Authorizing the Retention and Employment of Jefferies & Company, Inc. as the Financial Advisor and Investment Banker to the Official Committee of Unsecured Creditors Nunc Pro Tunc to July 30, 2010 [Docket No. 478] Declaration of Ronald F. Greenspan in Support of (1) Midland Loan Services, Inc.s Objection to the Application Pursuant to Sections 327(a), 328(a), and 1103 of the Bankruptcy Code Authorizing the Retention and Employment of Jefferies & Company, Inc. as the Financial Advisor and Investment Banker to the Official Committee of Unsecured Creditors Nunc Pro Tunc to July 30, 2010 and (2) Objection by Midland Loan Services, Inc. to the Motion of Ad Hoc Committee of Preferred Shareholders for Order Directing Appointment of Statutory Committee of Preferred Shareholders Pursuant to Bankruptcy Code Section 1102(a)(2) [Docket No. 479] Notice of Substitution of the Greenspan Declaration [Docket #479] with the Declaration of Chris Dochat in Support of (1) Midland Loan Services, Inc.s Objection to the Application Pursuant to Sections 327(a), 328(a), and 1103 of the Bankruptcy Code Authorizing the Retention and Employment of Jefferies & Company, Inc. as the Financial Advisor and Investment Banker to the Official Committee of Unsecured Creditors Nunc Pro Tunc to July 30, 2010 and (2) Objection by Midland Loan Services, Inc. to the Motion of Ad Hoc Committee of 7

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Preferred Shareholders for Order Directing Appointment of Statutory Committee of Preferred Shareholders Pursuant to Bankruptcy Code Section 1102(a)(2) [Docket No. 507] 3. Response and Joinder of C-III Asset Management, LLC with Midland Loan Services, Inc.s Objection to the Application Pursuant to Sections 327(a), 328(a), and 1103 of the Bankruptcy Code Authorizing the Retention and Employment of Jefferies & Company, Inc. as the Financial Advisor and Investment Banker to the Official Committee of Unsecured Creditors Nunc Pro Tunc to July 30, 2010 [Docket No. 481] Response and Joinder of CWCapital Asset Management LLC with Midland Loan Services, Inc.s Objection to the Application Pursuant to Sections 327(a), 328(a), and 1103 of the Bankruptcy Code Authorizing the Retention and Employment of Jefferies & Company, Inc. as the Financial Advisor and Investment Banker to the Official Committee of Unsecured Creditors Nunc Pro Tunc to July 30, 2010 [Docket No. 482]

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Status: This matter is going forward on a contested basis.

New York, New York Dated: September 28, 2010

/s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines 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. (admitted pro hac vice) 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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