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 AUTHORIZING THE DEBTORS TO ENTER INTO THE OPERATING LEASES 1 Upon the motion (the Motion)2 of the Debtors, as debtors and debtors in possession, for the entry of an order (this Order) (a) retroactively authorizing the Debtors to enter into the Operating Leases and (b) granting such other relief as is just and proper; 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. The Motion is granted to the extent provided herein.

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.

2.

The Debtors postpetition actions to renew, extend, amend, restate, or otherwise

continue in effect and their actions to execute new or replacement operating leases between Grand Prix Fixed Lessee LLC and Grand Prix Floating Lessee LLC (on the one hand) and the Property Owners (including those identified on Exhibit 1, on the other hand) are authorized, ratified, and approved in all respects and all of such operating leases are in full force and effect and remain subject to the liens and security interests securing the Fixed Rate Pool Mortgage Loan Agreement and Floating Rate Pool Mortgage Loan Agreement (as such terms are defined in the Plan). 3. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 4. The terms and conditions of this Order shall be immediately effective and

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

Bankruptcy Rule 9006(a). 6. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. New York, New York Dated: August 4, 2011 /s/ Shelley C. Chapman United States Bankruptcy Judge

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EXHIBIT 1 List of Post-Petition Operating Leases

Property Residence Inn Campbell/San Jose, CA

Document Renewed and Restated Operating Lease Agreement by and between Grand Prix Campbell/San Jose LLC and Grand Prix Fixed Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease Agreement by and between Grand Prix Fremont LLC and Grand Prix Fixed Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease Agreement by and between Grand Prix Mountain View LLC and Grand Prix Fixed Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease Agreement by and between Grand Prix Englewood/Denver South LLC and Grand Prix Fixed Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease Agreement by and between Grand Prix Shelton LLC and Grand Prix Fixed Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease Agreement by and between Grand Prix Windsor LLC and Grand Prix Fixed Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease Agreement by and between Grand Prix Altamonte LLC and Grand Prix Fixed Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease Agreement by and between Grand Prix Lexington LLC and Grand Prix Fixed Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease Agreement by and between Grand Prix Louisville (RI) LLC and Grand Prix Fixed Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease Agreement by and between Grand Prix Richmond LLC and Grand Prix Fixed Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease Agreement by and between Grand Prix Bellevue LLC and Grand Prix Fixed Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease Agreement by and between Grand Prix Bothell LLC and Grand Prix Fixed Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease Agreement by and between Grand Prix Lynnwood LLC and Grand Prix Fixed Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease Agreement by and between

Residence Inn Fremont, CA

Residence Inn Mountain View, CA

Residence Inn Denver South, CO

Residence Inn Shelton, CT

Residence Inn Windsor, CT

Residence Inn Altamonte Springs, FL

Residence Inn Lexington, KY

Residence Inn Louisville, KY

Residence Inn Richmond, VA

Residence Inn Bellevue, WA

Residence Inn Bothell, WA

Residence Inn Lynnwood, WA

Residence Inn Tukwila, WA

Property

Residence Inn Fort Wayne, IN

Residence Inn Indianapolis, IN

Residence Inn Troy (Central), MI

Residence Inn Troy (SE), MI

Residence Inn Ontario, CA

Bulfinch Hotel, Boston MA

Document Grand Prix Tukwila LLC and Grand Prix Fixed Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease, by and between Grand Prix Ft Wayne LLC and Grand Prix Floating Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease, by and between Grand Prix Indianapolis LLC and Grand Prix Floating Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease, by and between Grand Prix Troy (Central) LLC and Grand Prix Floating Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease, by and between Grand Prix Troy (SE) e LLC and Grand Prix Floating Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease, by and between Grand Prix Ontario LLC and Grand Prix Floating Lessee LLC, dated as of June 1, 2011 Renewed and Restated Operating Lease, by and between Grand Prix Bulfinch LLC and Grand Prix Floating Lessee LLC, dated as of June 1, 2011