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 DENYING BEST WESTERN INTERNATIONAL INC.S MOTION FOR ORDER TERMINATING AUTOMATIC STAY1 Upon consideration of the motion dated November 4, 2010 of Best Western International, Inc. for an order terminating the automatic stay to permit Best Western to terminate the Best Western Membership Agreement with respect to the Best Western West Palm Beach Airport Inn, West Palm Beach, Florida [Docket No. 655] (the Motion);2 and an objection to the relief requested in the Motion having been filed by the Debtors [Docket No. 753] (the Objection); and a hearing (the Hearing) to consider the Motion having been held by this Court on December 14, 2010; and due and sufficient notice of the Motion, the Objection, and the arguments presented at the Hearing; and after due deliberation and sufficient cause appearing therefor, in accordance with the oral decision rendered by the Court on the record of

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 but otherwise not defined herein shall have the meanings set forth in the Motion or the Objections, as applicable.

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the Hearing; it is HEREBY ORDERED THAT: 1. The Motion is denied without prejudice nunc pro tunc to December 14, 2010.

New York, New York Date: February 28, 2011

/S/ Shelley C. Chapman United States Bankruptcy Judge

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