James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S.

Lennon 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. 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

PROPOSED AGENDA FOR OCTOBER 6, 2011 OMNIBUS HEARING1

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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Time and Date of Hearing: Location of Hearing:

October 6, 2011 at 10:00 a.m. (prevailing Eastern Time) (the Hearing) Hon. Shelley C. Chapman United States Bankruptcy Court for the Southern District of New York Courtroom No. 610 One Bowling Green Alexander Hamilton Custom House New York, New York 10004 A copy of each pleading can be viewed on the Courts website at ecf.nysb.uscourts.gov and at the website of the Debtors notice and claims agent, Omni Management Group, LLC (Omni), at www.omnimgt.com/innkeepers. Further information may be obtained by calling Omni at (866) 989-6147.

Copies of Motions:

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Uncontested Matters A. Debtors Motion for Entry of an Order Further Extending Time to File Notices of Removal of Actions [Docket No. 2111] Responses Received: None Replies Received: None Status: This matter is going forward on an uncontested basis. B. Third Interim Application of Moelis & Company LLC for Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred as Financial Advisor and Investment Banker to the Debtors and the Debtors-In-Possession for the Period from April 1, 2011 Through July 31, 2011 [Docket No. 2085] Responses Received: 1. 2. Objection of the United States Trustee to [Third] Interim Applications for Compensation and Reimbursement of Expenses [Docket No. 2112] Limited Objection of Midland Loan Services to the Third Interim Fee Applications filed by (I) Moelis & Company LLC, (II) Fried, Frank, Harris, Shriver & Jacobson LLP, (III) Morrison & Foerster LLP, (IV) Jefferies & Company, Inc., and (V) Kirkland & Ellis LLP for the Period from April 1, 2011 through July 31, 2011 [Docket No. 2125] Reservation of Rights of Lehman ALI Inc. and SASCO 2008-C2, LLC with Respect to the Third Interim Application of Moelis & Company LLC for Compensation for Professional Services Rendered and Reimbursement of Actual and Necessary Expenses Incurred As Financial Advisor and Investment Banker to the Debtors and the Debtors-In-Possession for the Period from April 1, 2011 through July 31, 2011 [Docket No. 2127]

3.

Replies Received: None Status: This matter is going forward on an uncontested basis. C. Third Interim Fee Application of Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from April 1, 2011 Through July 31, 2011 [Docket No. 2087] Responses Received: 1. Objection of the United States Trustee to [Third] Interim Applications for Compensation and Reimbursement of Expenses [Docket No. 2112] 3
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2.

Limited Objection of Midland Loan Services to the Third Interim Fee Applications filed by (I) Moelis & Company LLC, (II) Fried, Frank, Harris, Shriver & Jacobson LLP, (III) Morrison & Foerster LLP, (IV) Jefferies & Company, Inc., and (V) Kirkland & Ellis LLP for the Period from April 1, 2011 through July 31, 2011 [Docket No. 2125] Reservation of Rights of Lehman ALI Inc. and SASCO 2008-C2, LLC with Respect to the Third Interim Application of Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from April 1, 2011 through July 31, 2011 [Docket No. 2130]

3.

Replies Received: None Status: This matter is going forward on an uncontested basis. D. Third Interim Application of Morrison & Foerster LLP as Counsel for the Official Committee of Unsecured Creditors for Compensation and Reimbursement of Expenses Incurred for the Period from April 1, 2011 Through July 31, 2011 [Docket No. 2091] Responses Received: 1. 2. Objection of the United States Trustee to [Third] Interim Applications for Compensation and Reimbursement of Expenses [Docket No. 2112] Limited Objection of Midland Loan Services to the Third Interim Fee Applications filed by (I) Moelis & Company LLC, (II) Fried, Frank, Harris, Shriver & Jacobson LLP, (III) Morrison & Foerster LLP, (IV) Jefferies & Company, Inc., and (V) Kirkland & Ellis LLP for the Period from April 1, 2011 through July 31, 2011 [Docket No. 2125] Reservation of Rights of Lehman ALI Inc. and SASCO 2008-C2, LLC with Respect to the Third Interim Application of Morrison & Foerster LLP as Counsel for the Official Committee of Unsecured Creditors for Compensation and Reimbursement of Expenses Incurred for the Period April 1, 2011 through July 31, 2011 [Docket No. 2126]

3.

Replies Received: None Status: This matter is going forward on an uncontested basis.

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E.

Third Interim Application of Jefferies & Company, Inc., Financial Advisor to the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al., for Interim Allowance of Compensation and for the Reimbursement of Expenses for Services Rendered During the Period from April 1, 2011 Through July 31, 2011 [Docket No. 2092] Responses Received: 1. 2. Objection of the United States Trustee to [Third] Interim Applications for Compensation and Reimbursement of Expenses [Docket No. 2112] Limited Objection of Midland Loan Services to the Third Interim Fee Applications filed by (I) Moelis & Company LLC, (II) Fried, Frank, Harris, Shriver & Jacobson LLP, (III) Morrison & Foerster LLP, (IV) Jefferies & Company, Inc., and (V) Kirkland & Ellis LLP for the Period from April 1, 2011 through July 31, 2011 [Docket No. 2125] Reservation of Rights of Lehman ALI Inc. and SASCO 2008-C2, LLC with Respect to the Third Interim Application of Jefferies & Company, Inc., Financial Advisor to the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al., for Interim Allowance of Compensation and for the Reimbursement of Expenses for Services Rendered During the Period from April 1, 2011 through July 31, 2011 [Docket No. 2129]

3.

Replies Received: None Status: This matter is going forward on an uncontested basis. F. Third Interim Application of Kirkland & Ellis LLP for (A) Compensation for Professional Services Rendered and (B) Reimbursement of Actual and Necessary Expenses Incurred During the Period April 1, 2011 Through July 31, 2011 [Docket No. 2093] Responses Received: 1. 2. Objection of the United States Trustee to [Third] Interim Applications for Compensation and Reimbursement of Expenses [Docket No. 2112] Limited Objection of Midland Loan Services to the Third Interim Fee Applications filed by (I) Moelis & Company LLC, (II) Fried, Frank, Harris, Shriver & Jacobson LLP, (III) Morrison & Foerster LLP, (IV) Jefferies & Company, Inc., and (V) Kirkland & Ellis LLP for the Period from April 1, 2011 through July 31, 2011 [Docket No. 2125] Reservation of Rights of Lehman ALI Inc. and SASCO 2008-C2, LLC with Respect to the Third Interim Application of Kirkland & Ellis LLP for (A) Compensation for Professional Services Rendered and (B) Reimbursement of 5
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3.

Actual and Necessary Expenses Incurred During the Period from April 1, 2011 through July 31, 2011 [Docket No. 2128] Replies Received: None Status: This matter is going forward on an uncontested basis. G. The Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al.s Motion to Intervene in the Adversary Proceeding [Adv. Docket No. 46] Responses Received: None Replies Received: None Status: This matter has been consensually resolved pursuant to stipulation, which will be presented to the Court at the Hearing. Adjourned Matters A. Debtors Motion for Entry of an Order (I) Extending the Exclusive Periods During Which Only the Debtors May File a Chapter 11 Plan and Solicit Acceptances Thereof, and (II) Approving Modifications to the Remaining Debtor Plan and Related Amendments to the Confirmation Order [Docket No. 2051] Responses Received: 1. Reservation of Rights of Lehman ALI Inc. and SASCO 2008-C2, LLC to the Debtors Motion for Entry of an Order (I) Extending the Exclusive Periods During Which Only the Debtors May File a Chapter 11 Plan and Solicit Acceptances Thereof, and (II) Approving Modifications to the Fixed/Floating Plan and Remaining Debtor Plan and Related Amendments to the Confirmation Order [Docket No. 2076]

Replies Received: None This motion has been approved in part pursuant to Court order Status: [Docket No. 2090]. The requested relief relating to modifications to the Remaining Debtors Plan is adjourned until the omnibus hearing scheduled for November 9, 2011.

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B.

Debtors Fourth Omnibus Objection to Claims (Insufficient Support Claims, No Liability Claims, Claims to be Reclassified, Claims to be Adjusted, Claims to be Reduced, and Equity Interest Claim) [Docket No. 1125] Declaration of Todd Brents in Support of Debtors Fourth Omnibus Objection to Claims (Insufficient Support Claims, No Liability Claims, Claims to be Reclassified, Claims to be Adjusted, Claims to be Reduced, and Equity Interest Claim) [Docket No. 1126] Responses Received: 1. Response of Benenson Capital Company and Rofar Realty Company, Inc. to Debtors Fourth and Sixth Omnibus Objection to Claims [Docket No. 1913]

Status: This claims objection has been approved in part pursuant to Court order [Docket No. 1487]. The Debtors objection to the following claim remains outstanding and will be adjourned to the omnibus hearing scheduled for November 9, 2011: C. Claim no. 1548 submitted on behalf of Benenson Capital Company and Rofar Realty Company, Inc. Objection to Claims (Wrong Debtor Claims)

Debtors Sixth Omnibus [Docket No. 1129]

Declaration of Todd Brents in Support of Debtors Sixth Omnibus Objection to Claims (Wrong Debtor Claims) [Docket No. 1130] Responses Received: 1. 2. Marriott International, Inc.s Response to Debtors Sixth Omnibus Objection to Claims (Wrong Debtor Claims) [Docket No. 1402] Response of Benenson Capital Company and Rofar Realty Company, Inc. to Debtors Fourth and Sixth Omnibus Objection to Claims [Docket No. 1913]

Status: This claims objection has been approved in part pursuant to Court order [Docket No. 1489]. The Debtors objections to the following claims remain outstanding and will be adjourned to the omnibus hearing scheduled for November 9, 2011: Claim nos. 1395, 1455, 1468, 1470, 1472, 1473, 1474, 1475, 1481, 1483, 1484, 1486, 1488, 1489, 1490, 1492, 1493, 1494, 1495, 1497, 1498, 1499, 1501, 1502, 1505, 1506, 1508, 1509, 1511, 1512, 1513, 1514, 1515, 1516, 1518, 1519, 1520, 1521, 1522, 1523, 1524, 1525, 1526, and 1527 submitted on behalf of Marriott International, Inc.; and Claim no. 1547 submitted on behalf of Benenson Capital Company and Rofar Realty Company, Inc. 7
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D.

Debtors Eighth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtor Claims, No Liability Claims, and Amended and Replaced Claims) [Docket No. 1483] Declaration of Todd Brents in Support of Debtors Eighth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtor Claims, No Liability Claims, and Amended and Replaced Claims) [Docket No. 1484] Responses Received: 1. Sterling Palm Beach, LLCs Response to Debtors Eighth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtor Claims, No Liability Claims, and Amended and Replaced Claims) [Docket No. 1716] Response of Quoizel, Inc. to the Debtors Eighth Omnibus Objection to Claims [Docket No. 1723]

2.

Status: This claims objection has been approved in part pursuant to Court order [Docket No. 1958]. The Debtors objections to the following claims remain outstanding and will be adjourned to the omnibus hearing scheduled for November 9, 2011: E. Claim no. 1227 submitted on behalf of Sterling Palm Beach, LLC; Claim nos. 1540, 1541, 1545, and 1546 submitted on behalf of Starwoodrelated entities; Claim no. 1555 submitted on behalf of Quoizel, Inc.

Debtors Ninth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtor Claims to be Reclassified, No Liability Claims, Wrong Debtor Claims, Equity Interest Claims, Insufficient Support Claims, Amended and Replaced Claims, and Duplicative Claims) [Docket No. 1709] Declaration of Todd Brents in Support of Debtors Ninth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtor Claims, Equity Interest Claims, Insufficient Support Claims, Amended and Replaced Claims, and Duplicative Claims) [Docket No. 1710] Responses Received: 1. Opposition of Eddie Anderson to Debtors Ninth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtors Claims, Equity Interest Claims, Insufficient Support Claims, Amended and Replaced Claims and Duplicative Claims) [Docket No. 1918] 8

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2. 3.

[Gareth Tooly] Motion to Allow Claims (Claim No. 1775 - Amount $5,700.00) [Docket No. 1908] Additional Information re Gareth Tooly Motion to Allow Claims (Claim No. 1775 - Amount $5,700.00) [Docket No. 1909]

Status: This claims objection has been approved in part pursuant to Court order [Docket No. 1959]. The Debtors objections to the following claims remain outstanding and will be adjourned to the omnibus hearing scheduled for November 9, 2011: Claim no. 766 submitted on behalf of Liberty Mutual; Claim no. 1826 submitted on behalf of Eddie Anderson; and Claim no. 1775 filed by Gareth Tooly. Mr. Tooly has set his Motion to Allow Claims for a hearing. Subject to the Courts approval, the Debtors will address this motion, which relates to a claim the Debtors objected to in their ninth omnibus claims objection, at the November 9 hearing.

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New York, New York Dated: October 5, 2011

/s/ Brian S. Lennon James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon 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. 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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