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James H.M. Sprayregen, P.C. Paul M.

Basta 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. Marc J. Carmel (admitted pro hac vice) 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

NOTICE OF FILING OF STIPULATION BETWEEN THE DEBTORS AND BEST WESTERN INTERNATIONAL, INC. AND ORDER REGARDING BEST WESTERN INTERNATIONAL, INC.S MOTION FOR ORDER TERMINATING AUTOMATIC STAY1 PLEASE TAKE NOTICE that on November 4, 2010, Best Western International, Inc. filed the Motion of Best Western International, Inc. for an Order Terminating
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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.

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Automatic Stay [Docket No. 655] and the Affidavit in Support of Motion of Best Western International, Inc. for Relief from the Automatic Stay [Docket No. 656]. PLEASE TAKE FURTHER NOTICE that the above-captioned debtors and debtors in possession (collectively, the Debtors) hereby file the Stipulation Between the Debtors and Best Western International, Inc. and Order Regarding Best Western International Inc.s Motion for Order Terminating the Automatic Stay, which the Debtors are submitting to the Court for entry. PLEASE TAKE FURTHER NOTICE that copies of the documents referenced herein may be obtained free of charge 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. You may also obtain copies of any pleadings by visiting the Courts website at http://www.nysb.uscourts.gov in accordance with the procedures and fees set forth therein.

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New York, New York Dated: November 17, 2010

/s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta 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. Marc J. Carmel (admitted pro hac vice) 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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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

STIPULATION BETWEEN THE DEBTORS AND BEST WESTERN INTERNATIONAL, INC. AND ORDER REGARDING BEST WESTERN INTERNATIONAL, INC.S MOTION FOR ORDER TERMINATING AUTOMATIC STAY
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Innkeepers USA Trust and certain of its affiliates as debtors and debtors in possession (collectively, the Debtors) and Best Western International, Inc. (Best Western, and together with the Debtors, the Parties) hereby enter into this stipulation and agreed order (the Stipulation and Order). WHEREAS, on July 19, 2010 (the Petition Date), the Debtors commenced these voluntary cases under title 11 of the United States Code (the Bankruptcy Code) and are continuing to operate their business and manage their properties as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code; WHEREAS, upon the filing of the Debtors chapter 11 petitions, the automatic stay of section 362 of the Bankruptcy Code came into effect and stayed certain actions against the Debtors;

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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WHEREAS, on July 28, 2010, the Office of the United States Trustee appointed an official committee of unsecured creditors; WHEREAS, on November 4, 2010, Best Western International, Inc. filed the Motion of Best Western International, Inc. for an Order Terminating Automatic Stay [Docket No. 655] (the Best Western Lift Stay Motion) and the Affidavit in Support of Motion of Best Western International Inc. for Relief from the Automatic Stay [Docket No. 656]; and WHEREAS, Best Western set the hearing for consideration of the Best Western Lift Stay Motion as December 14, 2010 at 10:00 a.m. prevailing Eastern Time. NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and between the Debtors and Best Western, which agreement, when so-ordered by the Court, shall constitute an order of the Court, as follows: 1. Notwithstanding section 362(e) of the Bankruptcy Code or any other provision of

the Bankruptcy Code or the Federal Rules of Bankruptcy Procedure to the contrary, all notice and hearing obligations shall be deemed satisfied and the automatic stay of section 362 will continue in full force and effect with respect to Best Western, the Best Western Lift Stay Motion, and the relief requested therein until entry and pursuant to the terms of an order of the Court on the Best Western Lift Stay Motion. 2. The hearing date for the Best Western Lift Stay Motion shall be December 14,

2010, at 10:00 a.m. prevailing Eastern Time, provided that the Parties may agree to continue the hearing to a later date with no less than twenty days notice in accordance with the Notice, Case Management, and Administrative Procedures [Docket No. 56], without further court order. 3. Each of the undersigned counsel represents that he or she is authorized to execute

this Stipulation and Order on behalf of his or her respective client.

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4.

This Stipulation and Order may be executed in multiple facsimile or original

counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 5. The terms and conditions of this Stipulation and Order shall be immediately

effective and enforceable upon its entry. 6. The Court retains jurisdiction to hear and determine all matters arising from or

related to the implementation, interpretation, and/or enforcement of this Stipulation and Order. Dated: November 17, 2010 New York, New York

/s/ Michael G. Helms THE HELMS LAW FIRM, P.L.C. Michael G. Helms 2600 North Central Avenue Suite 940 Phoenix, Arizona 85004 Telephone: (602) 358-2060 Facsimile: (602) 358-2055 Counsel to Best Western International, Inc.

/s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta 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. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

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SO ORDERED this ___ day of _____________, 2010 ___________________________________ The Honorable Shelley C. Chapman United States Bankruptcy Judge

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