Hearing Date: October 6, 2011 at 10:00 a.m.

prevailing Eastern Time Objection Deadline: September 29, 2011 at 4:00 p.m. prevailing Eastern Time

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.,11 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

NOTICE OF DEBTORS MOTION FOR ENTRY OF AN ORDER FURTHER EXTENDING TIME TO FILE NOTICES OF REMOVAL OF ACTIONS PLEASE TAKE NOTICE that, in accordance with Rule 9074-1(a) of the Local Bankruptcy Rules for the United States Bankruptcy Court for the Southern District of New York

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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(the Local Bankruptcy Rules), the Debtors will present the above-referenced motion (the Motion) and proposed order approving the relief in the Motion to the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Courtroom No. 610 of the United States Bankruptcy Court for the Southern District of New York (the Court), Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408, for signature on October 6, 2011 at 10:00 a.m. prevailing Eastern Time. PLEASE TAKE FURTHER NOTICE that any responses or objections to the Motion: (a) must be in writing; (b) shall conform to the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), all General Orders, the Local Bankruptcy Rules, and the Notice, Case Management, and Administrative Procedures [Docket No. 68] approved by the Court; (c) shall be filed with the Court electronically by registered users of the Courts case filing system (the Users Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website for the Court); and (d) shall be served so as to be actually received no later than September 29, 2011 at 4:00 p.m. prevailing Eastern Time, by the entities on the Master Service List (as such term is defined in the Case Management Procedures), which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent. Only those responses that are timely filed, served, and received will be considered. PLEASE TAKE FURTHER NOTICE that, if no objections to the Motion are timely filed and served in accordance with this notice, the Court may enter an order granting some or all of the relief requested in the Motion as requested by the Debtors without further notice or hearing.

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New York, New York Dated: September 19, 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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Hearing Date: October 6, 2011 at 10:00 a.m. prevailing Eastern Time Objection Deadline: September 29, 2011 at 4:00 p.m. prevailing Eastern Time

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. 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.,11 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

DEBTORS MOTION FOR ENTRY OF AN ORDER FURTHER EXTENDING TIME TO FILE NOTICES OF REMOVAL OF ACTIONS Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), file this motion (this Motion) for the entry of an order,

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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substantially in the form attached hereto as Exhibit A, (a) further extending the period within which the Debtors may remove actions pursuant to 28 U.S.C. 1452 and Rule 9027 of the Federal Rules of Bankruptcy Procedure and (b) granting such other relief as is just and proper. In support of this Motion, the Debtors respectfully state as follows: Jurisdiction 1. The United States Bankruptcy Court for the Southern District of New York

(the Court) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. 3. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are 28 U.S.C. 1452 and Rules

9006 and 9027 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). Background 4. On July 19, 2010 (the Petition Date), each of the Debtors filed a petition with

the Court under chapter 11 of the Bankruptcy Code (collectively, the Chapter 11 Cases).2 The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On July 28, 2010, the United States Trustee for the Southern District of New York (the U.S. Trustee) appointed an official committee of unsecured creditors (the Creditors Committee).

Capitalized terms used but not defined herein shall have the meanings assigned to them in either the Interim Compensation Order or the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1799] (the Plan), as applicable.

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5.

On May 2 and 3, 2011, the Debtors held an auction where the Debtors auctioned

the Fixed/Floating Debtors and the Remaining Debtors assets. 6. On May 19, 2011, the Court entered an order approving the form of the Debtors

Disclosure Statement and procedures for solicitation of votes to accept or reject the Plan [Docket No. 1441]. The Debtors commenced solicitation on or about May 20, 2011. 7. On June 29, 2011, the Court entered the Findings of Fact, Conclusions of Law,

and Order Confirming Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Confirmation Order) [Docket No. 1804], confirming the Plan. Within 35 days, the Debtors consummated three of the four joint plans constituting the Plan, representing over $200 million of the Debtors approximately $1.29 billion of secured debt and completing the restructuring of seven of the Debtors hotels.3 8. On August 19, 2011, INK Acquisition LLC, INK Acquisition II LLC, Cerberus

Series Four Holdings, LLC (Cerberus), and Chatham Lodging Trust (Chatham and, together with Cerberus, Cerberus/Chatham) sent notices of termination purporting to terminate their commitments with respect to the transaction for the Fixed/Floating Debtors. As a result of Cerberus/Chathams action, the occurrence of the effective date for the Fixed/Floating Plan and the timing thereof is uncertain at this time. 9. On August 29, 2011, the Debtors filed an adversary proceeding seeking remedies

against Cerberus/Chatham, including specific performance of the agreement to purchase the

The Debtors consummated the Ontario Plan on July 7, 2011. See Notice of Entry of Confirmation Order and Occurrence of Effective Date of the Ontario Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code [Docket No. 1859]. The Debtors consummated the Remaining Debtor Plan for certain of the Remaining Debtors on July 15, 2011. See Notice of Occurrence of Effective Date of the Chapter 11 Plan for Certain of the Remaining Debtors under Chapter 11 of the Bankruptcy Code [Docket No. 1911]. The Debtors consummated the Anaheim Plan on July 28, 2011. See Notice of Entry of Confirmation Order and Occurrence of Effective Date of the Anaheim Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code [Docket No.

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Fixed/Floating Debtors assets [Docket No. 2045]. The Court has scheduled a trial on these matters for October 10-12, 2011. Relief Requested 10. By this Motion, the Debtors request the entry of an order pursuant to Bankruptcy

Rule 9006(b) further extending the time within which the Debtors may file notices of removal with respect to any actions that are subject to removal under 28 U.S.C. 1452. Specifically, the Debtors propose to extend their removal deadline under Bankruptcy Rule 9027 to the latest of: (a) April 10, 2012; (b) the day that is 30 days after the entry of an order terminating the automatic stay provided by section 362 of the Bankruptcy Code with respect to the particular action sought to be removed; and (c) with respect to Postpetition Actions (defined below), the time periods set forth in Bankruptcy Rule 9027(a)(3). 11. The Debtors further request that the Order requested herein be without prejudice

to: (a) any position the Debtors may take regarding whether section 362 of the Bankruptcy Code applies to stay any actions; and (b) the Debtors right to seek future extensions of time to remove any and all actions. Basis of Relief 12. Bankruptcy Rule 9027 and 28 U.S.C. 1452 govern the removal of pending civil

actions. Specifically, 28 U.S.C. 1452(a) provides: A party may remove any claim or cause of action in a civil action other than a proceeding before the United States Tax Court or a civil action by a governmental unit to enforce such governmental units police or regulatory power, to the district court for the district where such civil action is pending, if such district court has jurisdiction of such claim or cause of action under section 1334 of this title.
1965].

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28 U.S.C. 1452(a). Bankruptcy Rule 9027(a)(2) further provides, in pertinent part: If the claim or cause of action in a civil action is pending when a case under the [Bankruptcy] Code is commenced, a notice of removal may be filed in the bankruptcy court only within the longest of (A) 90 days after the order for relief in the case under the Code, (B) 30 days after entry of an order terminating a stay, if the claim or cause of action in a civil action has been stayed under 362 of the [Bankruptcy] Code, or (C) 30 days after a trustee qualifies in a chapter 11 reorganization case but not later than 180 days after the order for relief. Fed. R. Bankr. P. 9027(a)(2). With respect to postpetition actions, Bankruptcy Rule 9027(a)(3) provides for removal: only within the shorter of (A) 30 days after receipt, through service or otherwise, of a copy of the initial pleading setting forth the claim or cause of action sought to be removed or (B) 30 days after receipt of the summons if the initial pleading has been filed with the court but not served with the summons. 13. Bankruptcy Rule 9006(b) provides that the Court may extend unexpired time

periods, such as the removal period, without notice: when an act is required or allowed to be done at or within a specified period by these rules or by a notice given thereunder or by order of court, the court for cause shown may at any time in its discretion . . . with or without motion or notice order the period enlarged if the request therefor is made before the expiration of the period originally prescribed or as extended by a previous order. Fed. R. Bankr. P. 9006(b)(1). 14. It is well-settled that pursuant to Bankruptcy Rule 9006(b), the Court is

authorized to enlarge the removal period provided under 28 U.S.C. 1452 and Bankruptcy Rule 9027. See In re Jandous Elec. Constr. Corp., 106 B.R. 48 (Bankr. S.D.N.Y. 1989) (period in which to file motion to remove may be expanded pursuant to Bankruptcy Rule 9006); Pacor, Inc. v. Higgins, 743 F.2d 984, 996 n.17 (3d Cir. 1984), overruled on other grounds by Things Remembered, Inc. v. Petrarca, 516 U.S. 124, 134-35 (1995) (holding the bankruptcy courts 5
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power to grant an extension of the removal period pursuant to Bankruptcy Rule 9006(b) is clear); see also Caperton v. A.T. Massey Coal Co., 251 B.R. 322, 325 (S.D. W. Va. 2000) (Bankruptcy Rule 9006 provides authority to enlarge time periods for removing actions under Bankruptcy Rule 9027); In re World Fin. Servs. Ctr., Inc., 81 B.R. 33, 39 (Bankr. S.D. Cal. 1987) (Supreme Court intended to give bankruptcy judges the power to enlarge the filing periods under Bankruptcy Rule 9027(a) pursuant to Bankruptcy Rule 9006(b)); Raff v. Gordon, 58 B.R. 988, 990 (E.D. Pa. 1986) (an expansion of time to file notices of removal is authorized under the Bankruptcy Rules). Cause Exists to Extend the Removal Period 15. The Debtors are party to a number of actions pending in various state and federal

courts (collectively, the Prepetition Actions) and are represented by many different law firms in these actions. Moreover, additional actions may be filed against the Debtors (collectively, the Postpetition Actions, and together with the Prepetition Actions, the Actions) during the pendency of the Chapter 11 Cases. While section 362(a) of the Bankruptcy Code automatically stays many, if not all, of the Actions pending against the Debtors, the Debtors are not yet prepared to decide which, if any, Actions they will seek to remove. 16. As the Debtors informed the Court in the Debtors Status Report, dated August

22, 2011 [Docket No. 2031], INK Acquisition LLC, INK Acquisition II LLC, Cerberus, and Chatham recently sent a termination notice with respect to the transaction contemplated by the Fixed/Floating Plan. As a result of Cerberus/Chathams action, the occurrence of the effective date for the Fixed/Floating Plan (and the timing thereof) is uncertain, and the Debtors are required to take certain precautions to ensure these Chapter 11 Cases continue to be administered in an efficient mannerincluding seeking the requested extension of the time within which the

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Debtors may file notices of removal with respect to any actions that are subject to removal under 28 U.S.C. 1452. Accordingly, the Debtors submit that cause exists for the relief requested herein. 17. The Debtors further submit that the rights of any party to the Actions will not be

unduly prejudiced by such an extension. If the Debtors ultimately seek to remove any action pursuant to Bankruptcy Rule 9027, any party to the litigation can seek to have such action remanded pursuant to 28 U.S.C. 1452(b), which provides that [t]he court to which such claim or cause of action is removed may remand such claim or cause of action on any equitable ground. 28 U.S.C. 1452(b). Moreover, inasmuch as section 362(a) of the Bankruptcy Code automatically stays actions against the Debtors, the Actions will not be proceeding at this time in their respective courts with respect to the Debtors even absent the relief requested herein. Thus, the relief requested herein does not unduly prejudice any partys rights under 28 U.S.C. 1452(b). Motion Practice 18. This Motion includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated, and a discussion of their application to this Motion. Accordingly, the Debtors submit that this Motion satisfies Local Bankruptcy Rule 9013-1(a). Reservation of Rights 19. The Debtors reserve their right to seek further extensions of the time within which

they may remove Actions pursuant to Bankruptcy Rule 9027(a) and 28 U.S.C. 1452. In addition, the Debtors reserve the right to subsequently assert in the Chapter 11 Cases or in any other appropriate forum that any or all of the Postpetition Actions are stayed by the provisions of section 362 of the Bankruptcy Code. 7
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Notice 20. The Debtors have provided notice of this Motion to: (a) the entities on the Master

Service List (as such term is defined in the Notice, Case Management, and Administrative Procedures [Docket No. 68]), which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent; and (b) parties to the Actions or, if known, their counsel. The Debtors respectfully submit that no further notice is necessary. No Prior Request 21. With the exception of the Debtors prior motions to extend the time within which

the Debtors may file notices of removal of actions [Docket No. 544], no prior motion for the relief requested herein has been made to this or any other court.

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WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and granting such other relief as is just and proper. New York, New York Dated: September 19, 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

K&E 19797055

Exhibit A Proposed Order

K&E 19797055

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,11 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

ORDER FURTHER EXTENDING TIME TO FILE NOTICES OF REMOVAL OF ACTIONS 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) further extending the period within which the Debtors may remove actions pursuant to 28 U.S.C. 1452 and Rule 9027 of the Federal Rules of Bankruptcy Procedure 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.

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2.

The time by which the Debtors may file notices of removal in this Court with

respect to the Actions is extended to and includes the latest to occur of: (a) April 10, 2012; (b) the day that is 30 days after entry of an order terminating the automatic stay with respect to the particular Action sought to be removed; and (c) with respect to Postpetition Actions, the time periods set forth in Bankruptcy Rule 9027(a)(3). 3. This Order is without prejudice to the rights of the Debtors to request an

additional extension of time by which the Debtors may file notices of removal in this Court with respect to the Actions. 4. This Order shall be without prejudice to any position the Debtors may take

regarding whether section 362 of the Bankruptcy Code applies to any Action. 5. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 6. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 7. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. New York, New York Dated: ___________, 2011 United States Bankruptcy Judge

All capitalized terms used by otherwise not defined herein shall have the meanings set forth in the Motion.

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