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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 (A) REJECTION OF (I) THE WEST PALM BEACH GROUND LEASE, (II) THE MEMBERSHIP AGREEMENT WITH BEST WESTERN INTERNATIONAL, INC., AND (III) OTHER EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED TO THE WEST PALM BEACH HOTEL, (B) DISPOSITION, DONATION, OR ABANDONMENT OF THE PROPERTY AT THE WEST PALM BEACH HOTEL, AND (C) MODIFIED NOTICE PROCEDURES RELATING TO THE ABANDONMENT1 Upon the motion (the Motion)2 of the Debtors, as debtors and debtors in possession, for the entry of an order (this Order) (a) authorizing the Debtors to reject the WPB Agreements; (b) authorizing the Debtors to dispose, donate, or abandon property at the West Palm Beach hotel; (c) approving the notice of abandonment of the West Palm Beach hotel premises, specifically waiving the requirement in Bankruptcy Rule 6007 that the Debtors serve notice of the abandonment on all creditors and deeming service of this Motion on the Notice Parties as sufficient notice; and (d) 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

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.

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. 2. 3. The Motion is granted to the extent provided herein. The WPB Ground Lease is hereby rejected as of February 13, 2011. Upon the rejection of the WPB Ground Lease, the automatic stay under section

362 of the Bankruptcy Code shall be modified, and the Debtors consent to such modification, for the limited purpose of permitting the Ground Lessor to take such steps, if any, as are necessary to effect termination of the WPB Ground Lease; provided, however, that the modification of the stay pursuant to this provision shall in no way modify, elevate, or alter the status, amount, or priority of any claims that any party may have against any of the Debtors or their estates, successors, or affiliates, it being understood that no such claims shall be afforded priority or administrative claim status solely as a result of the modification of the stay pursuant to this provision. 4. All personal property owned by the Debtors at the West Palm Beach hotel (the

Personal Property) shall be abandoned by the Debtors upon the rejection of the WPB Ground Lease and shall become property of the Ground Lessors, and no such personal property shall be removed by the Debtors pending the Debtors' rejection and abandonment. In consideration thereof, and of the release by Lehman ALI Inc. (including without limitation, any parent company, successor, assign, affiliate, executor, creditor, trustee, heir, and the like) of any lien on

any and all collateral in, on, or about such property with prejudice, the Ground Lessors shall pay $10,000 to the Debtors (the Payment) on or before February 13, 2011, with such amounts being cash collateral of Lehman ALI Inc. to be applied in accordance with the final cash collateral order [Docket No. 402]. 5. Upon receipt of the Payment, the liens and security interests of Lehman ALI Inc.

in the Personal Property shall be deemed released without the necessity of the execution by Lehman ALI Inc. of any financing statements or similar documents and all recording offices are hereby directed to acknowledge the release of liens reflected in this Order. 6. 7. 8. 9. The Membership Agreement is hereby rejected as of as of February 13, 2011. The WPB Interdebtor Sublease is hereby rejected as of as of February 13, 2011. The Restaurant Sublease is hereby rejected as of as of February 13, 2011. All of the Debtors property remaining at the Debtors West Palm Beach hotel is

hereby abandoned as of February 13, 2011. 10. Notice Parties. 11. The terms and conditions of this Order shall be immediately effective and Bankruptcy Rule 6007 is deemed satisfied by the service of the Motion on the

enforceable upon its entry. 12. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 13. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion.

14.

This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

New York, New York Dated: January 26, 2011 /S/ Shelley C. Chapman United States Bankruptcy Judge