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 SETTING CERTAIN DISCOVERY DEADLINES AND ESTABLISHING A BRIEFING AND HEARING SCHEDULE FOR MATTERS RELATED TO THE DEBTORS MOTION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE DEBTORS TO ENTER INTO THE COMMITMENT LETTER WITH FIVE MILE CAPITAL II POOLING LLC, LEHMAN ALI INC., AND MIDLAND LOAN SERVICES, (II) APPROVING THE NEW PARTY/MIDLAND COMMITMENT BETWEEN THE DEBTORS AND MIDLAND LOAN SERVICES, (III) APPROVING BIDDING PROCEDURES, (IV) APPROVING BID PROTECTIONS, (V) AUTHORIZING AN EXPENSE REIMBURSEMENT TO BIDDER D, AND (VI) MODIFYING CASH COLLATERAL ORDER TO INCREASE EXPENSE RESERVE The Court having considered the parties positions at a January 19, 2011 scheduling conference related to discovery deadlines and establishing a briefing and hearing schedule in connection with the Debtors Motion for Entry of an Order (I) Authorizing the Debtors to Enter into the Commitment Letter with Five Mile Capital II Pooling LLC, Lehman ALI Inc., and Midland Loan Services, (II) Approving the New Party/Midland Commitment Between the Debtors and Midland Loan Services, (III) Approving Bidding Procedures, (IV) Approving Bid Protections, (V) Authorizing an Expense Reimbursement to Bidder D, and (VI) Modifying Cash Collateral Order to Increase Expense Reserve [Dkt. 820] (the Motion), it is ORDERED that the following schedule shall apply for matters related to the Motion:
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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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Scheduling Order on the Motion 1. The parties seeking discovery in connection with the Motion shall serve

reasonable document requests by January 21, 2011, with the right to serve supplemental requests in good faith. 2. Preliminary, non-binding objections to the Motion shall be served by objecting

parties by January 26, 2011, which are without prejudice to later filing of objections. The preliminary, non-binding objections cannot be used at the hearing or otherwise in the Debtors bankruptcy cases. 3. The parties who intend to call either fact or expert witnesses at the hearing on the

Motion shall serve preliminary witness lists by January 26, 2011. 4. The parties seeking to take depositions shall serve deposition notices, including

notices of Fed. R. Civ. P. 30(b)(6) depositions, by January 27, 2011. 5. 6. The parties shall serve written responses to discovery by February 4, 2011. The parties shall conduct a rolling production of documents beginning on

February 4, 2011, to be completed in good faith by February 8, 2011. 7. The parties shall serve expert declarations/reports consistent with Fed. R. Civ. P.

26, as amended in December 2010, made applicable here by Fed. R. Bankr. P. 7026, addressing opinions reasonably known at the time by February 8, 2011, with the ability to supplement thereafter. 8. The parties may conduct depositions between February 9, 2011 and February 18,

2011, or thereafter as agreed by the parties. 9. Parties objecting to or supporting the Motion shall file their objections or

supporting papers by February 25, 2011.

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10.

The parties who intend to call either fact or expert witnesses at the hearing on the

Motion shall serve final witness lists by February 25, 2011. To the extent a final witness list includes any fact witness not disclosed on a preliminary witness list, the party offering such newly disclosed witness shall make him/her available for deposition prior to the hearing on the Motion. 11. Replies to objections to the Motion or to briefs filed in support of the Motion shall

be filed by March 3, 2011. 12. The Court will hold a hearing on matters related to the Motion on March 8 and 9,

2011, with the hearing beginning at 10:00 a.m. prevailing Eastern Time on March 8, 2011 or such other time set by the Court. Scheduling Order on Standing of Certificateholders or Others 13. Briefs in support of standing of certificateholders or others shall be filed by

January 25, 2011. 14. Oppositions to the briefs on standing of certificateholders or others shall be filed

by February 1, 2011. 15. 2011. Replies on standing of certificateholders or others shall be filed by February 4,

Dated: New York, New York January 21, 2011 _ /s/Shelley C. Chapman UNITED STATES BANKRUPTCY JUDGE

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