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

ORDER (I) EXTENDING THE EXCLUSIVE PERIODS DURING WHICH ONLY THE DEBTORS MAY FILE A CHAPTER 11 PLAN AND SOLICIT ACCEPTANCES THEREOF AND (II) APPROVING MODIFICATIONS TO THE FIXED/FLOATING PLAN AND RELATED AMENDMENTS TO THE CONFIRMATION ORDER1 Upon the motion (the Motion)2 of the Debtors, as debtors and debtors in possession, for the entry of an order (this Order) (a) extending, for each of the Debtors for which a chapter 11 plan has not been substantially consummated, including the Fixed/Floating Debtors and the Non-Effective Remaining Debtors, the Exclusive Filing Period through and including January 19, 2012 and the Exclusive Solicitation Period through and including March 19, 2012, without prejudice to their rights to seek further extensions of the Exclusive Periods and (b) approving the proposed modifications to the Confirmed Plan and Confirmation Order without the need for further solicitation of votes,; it appearing that the relief requested is in the best interests

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. All capitalized terms used by otherwise not defined herein shall have the meanings set forth in the Motion or the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, dated June 29, 2011 [Docket No. 1800].

of the Debtors estates, their creditors, and other parties in interest; the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); venue being proper before this court pursuant to 28 U.S.C. 1408 and 1409; notice of the Motion having been adequate and appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 2. The Motion is granted to the extent modified herein. For each of the Debtors for which a chapter 11 plan has not been substantially

consummated, including the Fixed/Floating Debtors and the Non-Effective Remaining Debtors, the Exclusive Periods are hereby extended through and including November 10, 2011. 3. follows: a. Notwithstanding anything to the contrary in the Commitment Letter, Article IX.G of the Confirmed Plan, or paragraph 155 of the Confirmation Order, unless and only to the extent otherwise agreed among the Debtors, Lehman, and Midland, if the Effective Date as to the Fixed/Floating Debtors does not occur on or before September 15, 2011 (i.e., the Outside Date under the Commitment Letter), the Fixed/Floating Plan and the Commitment Letter shall be null and void in all respects, and the Confirmation Order shall be automatically revoked with respect to the Fixed/Floating Plan. The Confirmed Plan and Confirmation Order shall be deemed modified as

4.

The hearing on the Debtors request to modify the Remaining Debtor Plan to

allow the Non-Effective Remaining Debtors to substantially consummate the Remaining Debtor Plan shall be adjourned to September 26, 2011 at 2:00 p.m. (prevailing Eastern Time). 5. The Debtors are not required to resolicit acceptances of the Confirmed Plan, as

modified, or prepare and distribute a new disclosure statement with respect thereto, and the 2

Confirmed Plan, as modified, is deemed accepted by all creditors who have previously voted to accept the Confirmed Plan. 6. This Order is without prejudice to (a) the Debtors ability to seek further

extensions of the Exclusive Periods pursuant to section 1121(d) of the Bankruptcy Code and (b) any party in interests right to object to any additional request for extension of the Exclusive Periods or to seek other relief with respect to the same. 7. This Order is without prejudice to the Debtors rights to seek further

modifications to the Confirmed Plan in accordance with section 1127 of the Bankruptcy Code and in accordance with the terms of the Confirmed Plan. 8. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 9. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 10. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. New York, New York Dated: September 14, 2011 /s/ Shelley C. Chapman United States Bankruptcy Judge