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 MODIFYING FINAL CASH COLLATERAL ORDER1 Upon the motion (the Motion)2 of the Debtors, as debtors and debtors in possession (collectively, the Debtors), for the entry of an order (this Order) (a) authorizing the Debtors to enter into the Amended Commitment Letter with Five Mile Capital II Pooling REIT LLC, Lehman ALI Inc., and Midland Loan Services, a division of PNC Bank, National Association, (b) approving the Amended New Party/Midland Commitment, (c) approving the Fixed/Floating Bidding Procedures, (d) approving Bid Protections, (e) authorizing an expense reimbursement to a bidder, all as more fully set forth in the Motion, and (f) modifying the Final Cash Collateral Order to increase the expense reserve contemplated therein from $4.5 million to $16.5 million; and upon the Reply;3 and upon the Derrough Declarations;4 and upon the Final Cash Collateral
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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. All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion, the Amended and Restated Binding Commitment Agreement Regarding the Acquisition and Restructuring of Certain Subsidiaries of Innkeepers USA Trust (the Amended Commitment Letter), attached hereto as Exhibit A, or the Bidding Procedures for the Fixed/Floating Debtors (the Fixed/Floating Bidding Procedures), attached hereto as Exhibit B, as applicable. Debtors Omnibus Reply in Support of Stalking Horse Motion [Docket No. 986] (the Reply). Declaration of William Q. Derrough in Support of the Motion [Docket No. 821] (the Derrough Declaration), the Supplemental Declaration of William Q. Derrough in Support of the Motion [Docket No. 916] (the

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Order;5 and the Debtors and the Official Committee of Unsecured Creditors in these Chapter 11 cases (the Committee), on the record at the hearing on the Motion, having agreed to support the Motion and in connection therewith having negotiated an amendment of paragraph 13 of the Final Cash Collateral Order; and 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 Motion having been adequate and appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 6(f)(i)(1), page 30 of the Final Cash Collateral Order is modified to delete

$4,500,000 and insert $16,500,000 in its place. 2. With respect to amounts reserved pursuant to 6(f)(i)(1) of the Final Cash

Collateral Order, as modified by paragraph 1 above (the Modified Expense Reserve), $14,900,000 shall be allocable to and be used for obligations of the Fixed/Floating Debtors only. 3. With respect to amounts reserved in the Modified Expense Reserve for expenses

in the category labeled Permanent Modification in the chart, attached as Exhibit 1 hereto, summarizing the estimated amounts and categories of expenses the Modified Expense Reserve is intended to satisfy (the Expense Reserve Chart), these amounts shall remain in the Modified

Supplemental Derrough Declaration), the Second Supplemental Declaration of William Q. Derrough in Support of the Motion [Docket No. 987] (the Second Supplemental Derrough Declaration and, together with the Derrough Declaration and the Supplemental Derrough Declaration, the Derrough Declarations).
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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, entered on September 2, 2010 [Docket No. 402, as amended by Docket No. 539] (the Final Cash Collateral Order).

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Expense Reserve regardless of whether the Amended Commitment Letter terminates for any reason. 4. With respect to amounts reserved in the Modified Expense Reserve for expenses

in the category labeled Modification Subject to Termination in the Expense Reserve Chart, these amounts shall remain in the Modified Expense Reserve so long as the Amended Commitment Letter has not been terminated. If the Amended Commitment Letter terminates for any reason, any cash reserved in the Modified Expense Reserve for expenses in the category labeled Modification Subject to Termination in the Expense Reserve Chart shall be distributed in accordance with 6(f)(i)(2)-(6) of the Final Cash Collateral Order. 5. Nothing in this Order or the Expense Reserve Chart attached as Exhibit 1 hereto

shall represent an acknowledgement of the Debtors as to the amount or validity of any claim or expense. 6. Paragraph 13 of the Final Cash Collateral Order, as amended by the Stipulation

and Order, dated November 29, 2010 (Docket No. 744); the Second Stipulation and Order, dated December 30, 2010 (Docket No. 788), the Third Stipulation and Order, dated January 28, 2011 (Docket No. 875), and the Fourth Stipulation and Order, dated February 28, 2011 (Docket No. 953) (collectively, the Stipulation and Orders), shall be further amended to provide that the deadline for the Committee to assert any other claims or causes of action, at law or in equity, against parties relating to the 2007 Transaction as such term is defined in the Final Cash Collateral Order is hereby extended up to and including the date that is the earlier of (a) a date that is twenty (20) days after counsel to the Committee is given written notice of the termination of the Amended Commitment Letter, if any, and (b) the effective date of the Fixed/Floating Plan (as defined in the Amended Commitment Letter). Notwithstanding the foregoing, with respect to

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CWCapital and LNR, the Challenge Period shall remain March 29, 2011 unless otherwise extended by the parties and the Court and shall otherwise be limited to the Perfection Analysis (as defined in the Stipulation and Orders). 7. Except as specifically set forth in this Order, the Final Cash Collateral Order shall

remain in full force and effect. New York, New York Dated: March 11, 2011 /S/ Shelley C. Chapman United States Bankruptcy Judge

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InnkeepersUSATrust AssumedExit6/30/2011
Theschedulebelowsetsforththeestimatedlineitemspursuanttothecompany'samendedcashcollateralreserve.Thisdoesnotrepresentanyacknowledgementontheamountorvalidityofclaims. ProposedModification FloatingRate Loan ActualExpenseReserveat12/31/10,asReportedon2/15/11 Capmark$47.4 Merrill$25.2 Capmark$37.6 Merrill$24.2 Loan(Mission Loan(Tysons Loan(Garden Merrill$25.6Loan Loan(San Valley) Corner) Grove) (WashingtonDC) Antonio) AnaheimLoan

FixedRateLoan PermanentModification ModificationSubjecttoTermination EstimatedClosingCosts ActualExcessCashReservedat12/31/10 (asreportedon2/15/11) TotalModifiedExpenseReserve

Total $ 5,880,467 $ 9,100,167 $ 14,980,634

$3,775,607 $ 2,104,860 $5,895,988 $ 3,204,179 $9,671,594 $ 5,309,039 $ 217,608 $ 66,130 $454,857 $ 289,615 $320,832 $ 234,623

$ 1,583,665

$9,671,594 $ 5,309,039

$ 217,608 $66,130 $454,857 $ 289,615 $ 320,832 $234,623

$ 16,564,299