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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 PROPOSED BRIDGE ORDER EXTENDING THE EXCLUSIVE PERIODS DURING WHICH ONLY THE DEBTORS MAY FILE A CHAPTER 11 PLAN AND SOLICIT ACCEPTANCES THEREOF THROUGH OMNIBUS HEARING SCHEDULED FOR MARCH 29, 2011 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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PLEASE TAKE NOTICE that on January 12, 2011, the above-captioned debtors and debtors in possession (collectively, the Debtors) filed the Debtors Second Motion for Entry of an Order Extending the Exclusive Periods During Which Only the Debtors May File a Chapter 11 Plan and Solicit Acceptances Thereof [Docket No. 805] (the Motion). PLEASE TAKE FURTHER NOTICE that the Debtors hereby file a proposed Bridge Order Extending the Exclusive Periods During Which Only the Debtors May File A Chapter 11 Plan and Solicit Acceptances Thereof (the Proposed Bridge Order), attached hereto as Exhibit A. PLEASE TAKE FURTHER NOTICE that a blackline of the Proposed Bridge Order marked against the proposed form of order that was filed with the Motion on January 12, 2011, is attached hereto as Exhibit B. PLEASE TAKE FURTHER NOTICE that, on January 21, 2011, the Debtors circulated the Proposed Bridge Order to (a) counsel to the Debtors prepetition lenders, the official committee of unsecured creditors, Five Mile Capital Partners LLC, Apollo Investment Corporation, the ad hoc committee of preferred shareholders, and Appaloosa Investment L.P. I; and (b) the office of the United States Trustee for the Southern District of New York (collectively, the Recipients). PLEASE TAKE FURTHER NOTICE that the Debtors received no objections to the Proposed Bridge Order from the Recipients and the Debtors intend to present a form of order, substantially in the form of the Proposed Bridge Order, at the hearing before the Honorable Shelley C. Chapman on January 26, 2011 at 10:00 a.m. (prevailing Eastern Time).

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PLEASE TAKE FURTHER NOTICE that copies of the orders 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: January 25, 2011 /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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EXHIBIT A Proposed Bridge Order

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

BRIDGE ORDER EXTENDING THE EXCLUSIVE PERIODS DURING WHICH ONLY THE DEBTORS MAY FILE A CHAPTER 11 PLAN AND SOLICIT ACCEPTANCES THEREOF THROUGH OMNIBUS HEARING SCHEDULED FOR MARCH 29, 20111 Upon the Debtors Second Motion for Entry of an Order Extending the Exclusive Periods During Which Only the Debtors May File a Chapter 11 Plan and Solicit Acceptances Thereof [Docket No. 805] (the Motion)2 for the entry of an order (a) extending the exclusive periods during which only the Debtors may file a chapter 11 plan and solicit acceptances thereof and (b) granting such other relief as is just and proper; and for the reasons stated at the January 19, 2011 chambers conference; it appearing that the relief requested is in the best interests 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

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.

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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. The hearing on the Motion will be held before the Honorable Shelley C.

Chapman, United States Bankruptcy Judge, in Courtroom No. 610 of the United States Bankruptcy Court for the Southern District of New York, Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408, on March 29, 2011 at 10:00 a.m. prevailing Eastern Time to consider the Debtors request, as set forth in the Motion, for (a) an extension of the Exclusive Filing Period of 120 days; and (b) an extension of the Exclusive Solicitation Period of 120 days. 2. The Exclusive Filing Period is hereby extended through and including March 29,

2011, and the Exclusive Solicitation Period is hereby extended through and including May 28, 2011. 3. Any objections to the relief requested in the Motion: (a) must be in writing;

(b) shall conform to the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), all General Orders of the Court, the Local Rules for the United States Bankruptcy Court for the Southern District of New York, and the Notice, Case Management, and Administrative Procedures [Docket No. 68] (the Case Management Procedures) approved by the Court; (c) shall be filed with the Bankruptcy Court electronically by registered users of the Bankruptcy Courts case filing system (the Users Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website for the Bankruptcy Court); and (d) shall be served to as to be actually received no later than March 18, 2011 at 4:00 p.m. prevailing Eastern Time by the entities on the Master Service List (as such term is defined in the Case

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Management Procedures), which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent. 4. This Order is without prejudice to the Debtors ability to seek further extensions

of the Exclusive Periods pursuant to section 1121(d) of the Bankruptcy Code. 5. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 6. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 7. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 8. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. New York, New York Dated: ___________, 2011 United States Bankruptcy Judge

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EXHIBIT B Blackline of Proposed Form of Bridge Order Against Proposed Form of Order Attached to Motion

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

SECONDBRIDGE ORDER EXTENDING THE EXCLUSIVE PERIODS DURING WHICH ONLY THE DEBTORS MAY FILE A CHAPTER 11 PLAN AND SOLICIT ACCEPTANCES THEREOF THROUGH OMNIBUS HEARING SCHEDULED FOR MARCH 29, 20111 Upon the motionDebtors Second Motion for Entry of an Order Extending the Exclusive Periods During Which Only the Debtors May File a Chapter 11 Plan and Solicit Acceptances Thereof [Docket No. 805] (the Motion)2 of the Debtors, as debtors and debtors in possession, for the entry of an order (this Order) (a) extending the exclusive periods during which only the Debtors may file a chapter 11 plan and solicit acceptances thereof and (b) granting such other relief as is just and proper; and for the reasons stated at the January 19, 2011 chambers conference; it appearing that the relief requested is in the best interests 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

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. 2 All capitalized terms used by otherwise not defined herein shall have the meanings set forth in the Motion.

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Motion having been adequate and appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Motion is granted to the extent provided herein.hearing on the Motion will be

held before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Courtroom No. 610 of the United States Bankruptcy Court for the Southern District of New York, Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408, on March 29, 2011 at 10:00 a.m. prevailing Eastern Time to consider the Debtors request, as set forth in the Motion, for (a) an extension of the Exclusive Filing Period of 120 days; and (b) an extension of the Exclusive Solicitation Period of 120 days. 2. The Exclusive Filing Period is hereby extended through and including May

30,March 29, 2011, and the Exclusive Solicitation Period is hereby extended through and including July 29,May 28, 2011. 3. Any objections to the relief requested in the Motion: (a) must be in writing; (b)

shall conform to the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), all General Orders of the Court, the Local Rules for the United States Bankruptcy Court for the Southern District of New York, and the Notice, Case Management, and Administrative Procedures [Docket No. 68] (the Case Management Procedures) approved by the Court; (c) shall be filed with the Bankruptcy Court electronically by registered users of the Bankruptcy Courts case filing system (the Users Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website for the Bankruptcy Court); and (d) shall be served to as to be actually received no later than March 18, 2011 at 4:00 p.m. prevailing Eastern Time by the entities on the Master Service List (as such term is defined in the Case

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Management Procedures), which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent. 4. 3. This Order is without prejudice to the Debtors ability to seek further

extensions of the Exclusive Periods pursuant to section 1121(d) of the Bankruptcy Code. 5. 4. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 6. 5. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 7. 6. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 8. 7. This Court retains jurisdiction with respect to all matters arising from or related

to the implementation of this Order. New York, New York Dated: ___________, 2011 United States Bankruptcy Judge

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