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] FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER CONFIRMING DEBTORS PLANS OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE The above-captioned debtors and debtors in possession (collectively, the Debtors), having:2 a. on July 19, 2010 (the Petition Date), commenced these chapter 11 cases (the Chapter 11 Cases) by filing voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code); continued to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code; filed, on April 8, 2011, the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1094] and the Disclosure Statement for the Debtors Joint Plan Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1093], which plan and related documents were subsequently amended: i. filed on May 9, 2011, a revised version of the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1210];

b. c.

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. Unless otherwise noted, capitalized terms not defined in the [Proposed] Findings of Fact, Conclusions of Law, and Order Confirming Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Confirmation Order), shall have the meanings ascribed to them in the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, dated May 19, 2011 [Docket No. 1445] (as the same may have been subsequently modified, supplemented, or otherwise amended from time to time, the Plan). The rules of interpretation set forth in Article I.B of the Plan shall apply to the Confirmation Order.

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ii.

filed on May 9, 2011, a revised version of the Disclosure Statement for the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1208]; filed on May 20, 2011, a revised version of the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1445]; filed on May 20, 2011, a revised version of the Disclosure Statement for the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1444] filed on June 23, 2011, a revised version of the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. ];

iii.

iv.

v.

d.

filed, on April 8, 2011, the Debtors Motion for Entry of an Order Approving (A) Adequacy of the Disclosure Statement; (B) Certain Dates Related to Confirmation of the Plan; (C) Certain Voting Procedures and the Form of Certain Documents to be Distributed in Connection with Solicitation of the Plan; and (D) Proposed Voting and General Tabulation Procedures [Docket No. 1095] (the Disclosure Statement Motion); filed, on June 13, 2011, the Supplement to Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1690] (as the same may have been subsequently modified, supplemented, or otherwise amended from time to time, the Plan Supplement), and with supplements and amendments to the Plan Supplement filed thereafter; i. filed on June 16, 2011, the Notice of Filing of Supplement to Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1733], which attached the Management Incentive Plan as Exhibit F to the Plan Supplement and the List of Causes of Action to be Retained by the Post-Effective Debtors as Exhibit G to the Plan Supplement; filed on June 17, 2011, the Notice of Filing of Supplement to Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1744], which attached the Post-Effective Date Fixed/Floating Debtors Corporate Structure Chart as Exhibit H to the Plan Supplement and the Forms of NewCo LLC Agreement as Exhibit I to the Plan Supplement; filed on June 22, 2011, the Notice of Filing of Supplement to Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1764], which attached the Management Incentive Plan as amended Exhibit F to the Plan Supplement;

e.

ii.

iii.

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iv.

filed on June 22, 2011, the Notice of Filing of Supplement to Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1767], which attached the Amended Anaheim Hotel Commitment Letter as amended Exhibit C to the Plan Supplement; filed on June 22, 2011, the Notice of Filing of Supplement to Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1769], which attached the List of Executory Contracts to be Assumed and Assigned as amended Exhibit A; filed on June 23, 2011, the Notice of Filing of Supplement to Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1770], which attached the Chatham Hotel Sale Transaction Documents as amended Exhibit J;

v.

vi.

f.

caused solicitation materials and notice of the deadline for objecting to confirmation of the Plan to be distributed beginning on or about May 20, 2011, and continuing thereafter (the Solicitation Date), consistent with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and the Disclosure Statement Order (as defined herein), which Disclosure Statement Order also approved, among other things, solicitation procedures (the Solicitation Procedures) and related notices, forms, Ballots, and Master Ballots (collectively, the Solicitation Packages), as evidenced by, among other things, the Affidavit of Service of Solicitation Materials [Docket No. 1650], Affidavit of Service of Solicitation Materials [Docket No. 1651], and Affidavit of Service of Solicitation Materials [Docket No. 1681] (collectively, the Solicitation Affidavits); caused notice of the Confirmation Hearing (the Confirmation Hearing Notice) to be published on June 1, 2011, in USA Today, as evidenced by the Submission of Verification of Publication of Confirmation Hearing Notice in the USA Today on June 1, 2011 [Docket No. 1694] (the Publication Affidavit); filed, on June 23, 2011, the Certification of Brian Osborne with respect to the Tabulation of Votes on the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. ] (the Voting Report); filed, on June 23, 2011, the Debtors Memorandum of Law (A) In Support of Confirmation of the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code and (B) In Response to Objections Thereto [Docket No. ] (the Confirmation Brief); and filed, on June 23, 2011, the Declaration of Marc A. Beilinson in Support of Confirmation of the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. ] (the Beilinson Declaration);

g.

h.

i.

j.

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k.

filed, on June 23, 2011, the Declaration of Frederick J. Kleisner in Support of Confirmation of the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. ] (the Kleisner Declaration); filed, on June 23, 2011, Declaration of William Q. Derrough in Support of Confirmation of the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. ] (the Derrough Declaration); the Declaration of Todd Brents in Support of Confirmation of the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Brents Declaration, and together with the Beilinson Declaration; the Kleisner Declaration, and the Derrough Declaration, the Declarations in Support of Confirmation).

l.

m.

This Court having: a. entered the Order Approving (A) Adequacy of the Disclosure Statement; (B) Certain Dates Related to Confirmation of the Plan; (C) Certain Voting Procedures and the Form of Certain Documents to be Distributed in Connection with Solicitation of the Plan; and (D) Proposed Voting and General Tabulation Procedures on May 19, 2011 [Docket No. 1441] (the Disclosure Statement Order); established June 23, 2011, at 10:00 a.m., prevailing Eastern Time, as the date and time for the commencement of the Confirmation Hearing pursuant to Bankruptcy Rules 3017 and 3018 and sections 1126, 1128, and 1129 of the Bankruptcy Code; reviewed the Plan, the Disclosure Statement, the Confirmation Brief, the Declarations in Support of Confirmation, the Voting Report, and all pleadings, exhibits, statements, responses, and comments regarding Confirmation, including all objections, statements, and reservations of rights filed by parties in interest on the docket of these Chapter 11 Cases; held the Confirmation Hearing; heard the statements, arguments, and objections made by counsel in respect of Confirmation; considered all oral representations, testimony, documents, filings, and other evidence regarding Confirmation; and overruled any and all objections to the Plan and to Confirmation and all statements and reservations of rights not consensually resolved or withdrawn, unless otherwise indicated.

b.

c.

d. e. f. g.

NOW, THEREFORE, the Court having found that notice of the Confirmation Hearing and the opportunity for any party in interest to object to Confirmation have been adequate and -4-

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appropriate as to all parties affected or to be affected by the Plan and the transactions contemplated thereby, and the legal and factual bases set forth in the documents filed in support of Confirmation and presented at the Confirmation Hearing establish just cause for the relief granted herein; and after due deliberation thereon and good cause appearing therefor, the Court hereby makes and issues the following Findings of Fact, Conclusions of Law, and Order:3 I. FINDINGS OF FACT AND CONCLUSIONS OF LAW IT IS HEREBY DETERMINED, FOUND, ADJUDGED, DECREED, AND ORDERED THAT: A. Jurisdiction and Venue. 1. On the Petition Date, the Debtors commenced these Chapter 11 Cases. Venue in

the United States Bankruptcy Court for the Southern District of New York (the Court or Bankruptcy Court) was proper as of the Petition Date and remains proper pursuant to 28 U.S.C. 1408 and 1409. Confirmation of the Plan is a core proceeding under

28 U.S.C. 157(b)(2). The Court has subject matter jurisdiction over this matter pursuant to 28 U.S.C. 1334. The Court has exclusive jurisdiction to determine whether the Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed. B. Eligibility for Relief. 2. The Debtors were, and are, entities eligible for relief under section 109 of the

Bankruptcy Code.

The findings of fact and the conclusions of law set forth herein shall constitute the Courts findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. All findings of fact and conclusions of law announced by the Court at the Confirmation Hearing in relation to Confirmation are hereby incorporated herein to the extent not inconsistent herewith. To the extent that any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such.

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C.

Prepetition Restructuring Efforts. 3. Beginning in November 2008, prior to the Petition Date, the Debtors undertook an

extensive operational restructuring aimed at reducing costs. At the direction of the Board, the Debtors management team implemented a number of initiatives to address operational issues and costs, including company-wide labor and salary reductions, renegotiations of benefit programs, improvements in the Debtors e-commerce functionality to bolster declining revenues, the reduction of certain fixed costs through the renegotiation of maintenance, grounds cleaning, and vendor contracts, the suspension of distributions to Holders of Preferred C Interests beginning in December 2008, and the immediate cessation of all non-emergency capital expenditures on the hotel properties beginning in late 2008 and the related settlement for approximately $8.5 million of approximately $13.1 million of outstanding capital expenditure obligations for work performed and goods ordered. These efforts were successful as from 2008 to 2010, the Debtors were able to reduce annual costs by approximately $24 million 4. A key goal in those efforts was solidifying the Debtors relationship with Marriott

International, Inc. (Marriott)the Debtors largest franchisorand the Debtors other franchisors. To do so, the Debtors needed to provide Marriott with assurances that they would have cash sufficient to fund the completion of the Debtors outstanding obligations under the Property Improvement Plans (PIPs) and sufficient future liquidity to ensure compliance with all obligations under the franchise agreements. To avoid any termination in the franchise

agreements, the Debtors management worked hard to ensure that the Debtors would be able to sufficiently fund the PIPs and other required capital expenditures on Marriott-branded hotel properties. 5. Given the need to deleverage their balance sheet and create additional cash flows

necessary to satisfy PIPs and other obligations going forward, coupled with the uncertainty with -6-

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respect to valuing lodging assets, the Debtors prepared to file the Chapter 11 Cases by successfully negotiating debtor-in-possession financing facilities with Five Mile and Lehman and securing the support of Lehmanone of the Debtors largest creditors for a prearranged plan of reorganization. 6. When it became clear that the Debtors would be successful in obtaining

debtor-in-possession financing facilities from Five Mile and that Lehman would support a restructuring plan, the Debtors were able to accomplish a key goal of their prepetition restructuring efforts by entering into that certain Agreement for Adequate Assurance of Completion of Certain PIPs and Assumption of Agreements, dated June 25, 2010 (the Marriott Adequate Assurance Agreement). Pursuant to the Marriott Adequate Assurance Agreement, Marriott agreed to (a) extend the Debtors deadlines to comply with certain PIPs and (b) establish a PIP completion timeline. The agreement permitted the Debtors to maintain their valuable relationship with Marriott, prevented the termination of the Debtors Marriott-related franchise agreements (subject to compliance with the agreement), and unlocked substantial value of the Debtors business by reassuring franchisors, creditors, and potential investors of the Debtors business survivability. D. Commencement and Joint Administration of the Chapter 11 Cases. 7. On the Petition Date, the Debtors continued their restructuring efforts by filing

voluntary petitions for relief under chapter 11 of the Bankruptcy Code. By prior order of the Court, these Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015 [Docket No. 51]. The Debtors have operated their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these Chapter 11 Cases. On

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July 28, 2010, the United States Trustee for the Southern District of New York appointed an official committee of unsecured creditors (the Committee). E. Cash Collateral and DIP Orders. 8. On July 20, 2010, the Court entered the Interim Order (A) Authorizing the

Debtors to (i) Use the Adequate Protection Parties Cash Collateral and (ii) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362, and 363, and (B) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001(b) [Docket No. 54] (the Interim Cash Collateral Order). On September 2, 2010, the Court entered a Final Order Authorizing the Debtors to (i) Use the Adequate Protection Parties Cash Collateral and (ii) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362, and 363 [Docket No. 402] (amended by subsequent orders entered October 1, 2010 [Docket No. 539] and March 11, 2011 [Docket No. 1008]) (the Final Cash Collateral Order and together with the Interim Cash Collateral Order, the Cash Collateral Orders). 9. On September 1, 2010, the Court entered a Final Order Pursuant to Bankruptcy

Code Sections 105, 361, 362, 363, 364, and 507 (I) Authorizing Floating Rate Debtors to Obtain Postpetition Financing and (II) Granting Liens and Super-Priority Claims [Docket No. 385] (the Lehman DIP Order) and, on September 2, 2010, entered a Final Order Authorizing the Debtors to Obtain Postpetition Senior Secured Super-Priority Debtor-in-Possession Financing from Five Mile Capital II Pooling International LLC Pursuant to 11 U.S.C. 105, 361, 362, 364(c), 364(d) and 364(e) [Docket No. 400] (the Five Mile DIP Order and collectively with the Lehman DIP Order, the DIP Orders), which authorized the Debtors to enter into postpetition debtor in possession financing.

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F.

Business Operations Since the Petition Date. 10. Since the Petition Date, the Debtors, the Board of Trustees of Innkeepers USA

Trust (the Board), and the Debtors management and advisors have worked to stabilize the Debtors business operations in chapter 11 and maintain their valuable relationships with the franchisors for their hotels. The Debtors operational performance also has exceeded

expectationsa direct result of the Debtors continuing efforts to cut costs and focus on ensuring the uninterrupted operation of their business through the Chapter 11 Cases. 11. In addition, among other things, the Debtors have (a) remained in compliance

with their PIP obligations as the Debtors progress toward the completion by October 27, 2011 of the substantial amount of work required for the 23 outstanding PIPs under the terms of the Marriott Adequate Assurance Agreement; (b) closed the Debtors postpetition financing transactions; (c) operated well within the budgets established by the DIP Orders; (d) ensured that no inter-debt borrowing was required; and (e) remained in compliance with the terms of the Cash Collateral Orders and the Final Order Authorizing the Continued Use of (I) Existing Cash Management System, as Modified Herein, (II) Existing Bank Accounts, (III) Existing Business Forms, and (IV) Certain Existing Investment Guidelines [Docket No. 401] by, among other things, providing detailed reporting information to their various lenders and disbursing excess cash of approximately $25.4 million to their various lenders. These efforts facilitated the

Debtors maximization of value through their extensive postpetition marketing process, protected the interests of their secured lenders, and allowed the Debtors business to continue running in an efficient manner. G. Plan Process. 12. Consistent with the Bankruptcy Courts ruling on September 1, 2010 with respect

to the Debtors request to assume the plan support agreement with Lehman, the Debtors -9-

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continued their efforts to facilitate a restructuring and undertook a marketing process that would further the Debtors goals of maximizing the value of the Debtors estates for the benefit of all of their constituencies. As part of this process, the Debtors management and advisors actively engaged with all of their major stakeholders to solicit input regarding restructuring alternatives with the goal of proposing and filing a consensual plan. The Debtors worked diligently to achieve near unanimous consensus among their stakeholders. 13. At a meeting of the Board held on October 19, 2010, the Board, by unanimous

consent, formally adopted resolutions that, among other things, established and created the Independent Committee, which was a three member committee of the independent trustees of the Board. After this meeting of the Board, where a number of possible restructuring alternatives were discussed, reviewed, and considered, the Debtors management and advisors requested that Moelis & Company LLC (Moelis) consider and propose a process to explore an enterpriselevel restructuring. On October 22, 2010, the Debtors and their advisors presented the Board with, and the Board approved, proposed timelines for selecting a stalking horse bidder for an enterprise-level restructuring that aim to continue to maximize value. 14. After the selection of five stalking horse bidder candidates, the Board, the

Independent Committee and the Debtors management and advisors engaged in a process to select the stalking horse bidder. Among other things, the Debtors management and advisors negotiated confidentiality agreements, created and provided access to a comprehensive electronic data room for due diligence, and coordinated site visits and calls with the Debtors management and other personnel. 15. As a result of the efforts of the Board, the Independent Committee and the

Debtors management and advisors, the Debtors received multiple offers from the stalking horse

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candidates and engaged in a process with the Independent Committee and the Board to select the best offer. After considering each of the proposals, the Independent Committee concluded that a proposal by Bidder D was the highest and best offer at that time. Subsequent to the Debtors selection of the proposal of Bidder D, Five Mile and Lehman sent the Debtors and their advisors a revised commitment agreement between Lehman and Five Mile detailing a joint commitment to act as plan sponsors with the support of Midland (the Five Mile/Lehman Proposal). 16. The Independent Committee considered the Five Mile/Lehman Proposal and the

proposal of Bidder D and concluded that the Five Mile/Lehman Proposal was the superior bid and decided to recommend the Five Mile/Lehman Proposal to the Board. The Board then instructed the Debtors and their advisors to continue negotiations to improve the Five Mile/Lehman Proposal, while working to finalize a commitment. As a result of these

negotiations, the Debtors achieved improved recoveries for their constituencies and obtained more favorable bid protections. 17. After due consideration, and after weighing the benefits and detriments of the

Five Mile/Lehman Proposal, and after receiving advice from the Debtors advisors, the Independent Committee unanimously recommended approval of the Five Mile/Lehman Proposal to the Board. The Board determined to move forward with the filing of the Motion for Entry of an Order (I) Authorizing the Debtors to Enter into the Commitment Letter with Five Mile Capital II Pooling REIT LLC, Lehman ALI Inc., and Midland Loan Services, (II) Approving the New Party/Midland Commitment Between the Debtors and Midland Loan Services, (III) Approving Bidding Procedures, (IV) Approving Bid Protections, (V) Authorizing an Expense Reimbursement To Bidder D, and (VI) Modifying Cash Collateral Order to Increase Expense

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Reserve [Docket No. 820] (the Stalking Horse Motion) and the Debtors filed the Stalking Horse Motion on January 14, 2011. The Stalking Horse Motion sought, among other things, the Bankruptcy Courts authority to enter into the commitment letter with Five Mile, Lehman, and Midland and the approval of certain bidding procedures pursuant to which the Debtors would seek proposals superior to the Five Mile/Lehman Proposal. 18. After the filing of the Stalking Horse Motion, the Debtors reached an agreement

with Five Mile, Lehman, and Midland to modify the Five Mile/Lehman Proposal. The Debtors and Five Mile/Lehman and Midland agreed to modify the Commitment Letter to remove the seven hotel properties commonly referred to as the Seven Sisters (which include the five properties that serve as collateral for the LNR-Serviced Loans (the LNR Properties)) from the Five Mile/Lehman Proposal and make certain other modifications to obtain the support of the Debtors constituencies. The Five Mile/Lehman Proposal was modified a second time to

eliminate the payment of any breakup fee to Five Mile and Lehman. 19. On March 11, 2011, after continued discussions and extensive negotiations

between the Debtors and their constituencies (including the Ad Hoc Committee), the Bankruptcy Court entered the Bidding Procedures Order, which, among other things, authorized the Debtors to enter into the modified commitment letter with Five Mile, Lehman, and Midland, approved certain bidding procedures for an auction related to the properties of the Fixed/Floating Debtors (the Fixed/Floating Properties), and authorized the Debtors to solicit bids and conduct an auction for the Fixed/Floating Properties pursuant to the bidding procedures. The Bankruptcy Court found that the Debtors appropriately exercised their business judgment in determining to enter into the final commitment letter with Five Mile, Lehman, and Midland and seek approval of the revised bidding procedures. The Debtors successfully modified the initial stalking horse

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bid to achieve consensus among their stakeholders and the Bankruptcy Court found that the only remaining objector, Appaloosa, did not have standing to be heard on its objections to the Stalking Horse Motion and the final Five Mile/Lehman Proposal. After months of hard fought negotiations between the parties, which continued through the date of the entry of the Bidding Procedures Order, the Debtors demonstrated that the final Five Mile/Lehman Proposal provided the best available recoveries to the Holders of Claims against the Fixed/Floating Debtors. 20. On April 8, 2011, in accordance with the commitment letter with Five Mile,

Lehman, and Midland, the Debtors filed a version of the Plan and Disclosure Statement and a motion seeking approval of the Disclosure Statement Order. 21. In addition to pursuing the Five Mile/Lehman Proposal through the stalking horse

process, the Debtors and their advisors engaged in a broad marketing process that was deliberately and carefully designed to maximize the value of the estates. Consistent with the directions of the Board and the Independent Committee, Moelis and the Debtors management contacted a broad range of prospective buyers, representing a spectrum of potential interest, from established hotel owners and operators, to large private equity investors, sovereign wealth funds, and individual investors. Over the course of the Debtors eight-month marketing process, the Debtors contacted more than 200 potential investors and plan sponsors to facilitate restructuring proposals and explore all transactional options that would maximize value. The Debtors

executed more than thirty non-disclosure agreements, and responded to detailed diligence requests from approximately thirty potential investors. Moelis also contacted nine potential financing sources, four of which executed non-disclosure agreements. The Debtors circulated a detailed and updated process letter to potential bidders, which was also filed with the Bankruptcy Court, that reminded potential bidders that the Debtors were open to all types of proposals for the

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Debtors assets. The letter stated that the Debtors were willing to consider, in addition to superior enterprise base transactions all value maximizing restructuring proposals, including those for pools of assets or individual assets. 22. Recognizing the Debtors might receive bids for the Seven Sisters in addition to

bids for the Fixed/Floating Properties, Moelis sent a letter to over 160 potential investors to provide an update regarding the process by which the Debtors were soliciting and evaluating bids and restructuring proposals, both with respect to overbids to the Five Mile/Lehman Proposal and additional bids. The Debtors encouraged potential bidders to submit any bidswhether for the entire enterprise, for individual properties, or for groups of propertieson or before April 25 (the bid deadline approved in the Bidding Procedures Order). The Debtors also informed all potential bidders for the Fixed/Floating Properties and the Seven Sisters that the Debtors may hold concurrent auctions for certain of the Seven Sisters and the Fixed/Floating Hotels on May 2, 2011. 23. As a result of the robust marketing process recommended by the Board and the

Independent Committee and executed by the Debtors management and advisors, the Debtors received sixteen bids before the April 25, 2011 bid deadline. The initial bid of the Cerberus Series Four Holdings LLC and Chatham Lodging Trust (the Fixed/Floating Plan Sponsors), however, was the only qualified overbid on the Fixed/Floating Properties. On April 29, 2011, the Debtors named the Fixed/Floating Plan Sponsors overbid the baseline bid for the auction in accordance with the Bidding Procedures Order. 24. On May 2 and 3, 2011, the Debtors proceeded with an auction for the

Fixed/Floating Properties (the Fixed/Floating Auction) in accordance with the Bidding Procedures Order. After twelve rounds of competitive bidding between Five Mile and Lehman

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and the Fixed/Floating Plan Sponsors, the Debtors closed the auction for the Fixed/Floating Properties after an unchallenged bid from the Fixed/Floating Plan Sponsors valued at approximately $1.12 billion was determined to be the highest and best bid for the sponsorship of the Fixed/Floating Plan. The auction process yielded approximately $154 million in value over and above the Five Mile/Lehman Proposal approved in the Bidding Procedures Order. Having solicited higher or better offers for the Fixed/Floating Debtors, and having conducted the Fixed/Floating Auction, each in accordance with the Bidding Procedures Order, the Fixed/Floating Debtors have fulfilled their fiduciary obligation to obtain the highest and best offer to sponsor a plan of reorganization for the Fixed/Floating Debtors. 25. On May 3, the Debtors held an auction (the LNR Auction) at which Chatham

proposed a $195 million bid for the LNR Properties that was unchallenged. Before commencing the LNR Auction, the Debtors engaged their constituents intending to establish a framework to allocate value among certain holders of Claims and Interests related to the LNR Properties and to secure financing for bidders to use in a value-maximizing bid for the LNR Properties. Accordingly, after significant negotiations, the Debtors, LNR, and the Ad Hoc Committee agreed to enter into the Stipulation. The Stipulation memorialized, among other things, (a) a structure to allocate value generated through the sale of the LNR Properties among the holders of Claims against and Interests in the Remaining Debtors; (b) certain parties agreement to support bid protections and the Debtors disclosure statement as it relates to the LNR Properties; (c) LNRs agreement to provide financing to Chatham; (d) the release of Claims against certain parties; and (e) the Debtors payment of certain fees related to the restructuring. The auction for the LNR Propertiesmade possible by the Stipulation and the significant efforts of the Debtors

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management and advisorscreated more than $7.7 million of incremental value compared to the previously submitted highest offer (submitted prior to the LNR Auction). 26. After the conclusion of the auctions, as part of the process of revising the Plan and

Disclosure Statement to incorporate the results of the auctions, the Debtors engaged in significant discussions and negotiations with their constituencies (including the Fixed/Floating Plan Sponsors, Chatham, the Ad Hoc Committee, and each of the Debtors lenders). The outcome of these negotiations included, among other things, an agreement with the Ad Hoc Committee, the terms of which were embodied in the Plan and include a payment of $3.5 million to the Ad Hoc Committee, the Ad Hoc Committees agreement to support of the Plan, and the Ad Hoc Committees waiver of any rights it may have to challenge the allowability of the Innkeepers USA Trust Preferred A Interests and assert certain causes of actions against the Debtors. 27. The Debtors filed a revised Plan and Disclosure Statement reflecting the

post-auction negotiations and agreements, and the Bankruptcy Court entered the Disclosure Statement Order on May 19, 2011, which, among other things, (a) approved the Disclosure Statement as containing adequate information within the meaning of section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017; (b) fixed May 13, 2011, as the Voting Record Date; (c) fixed June 17, 2011 at 4:00 p.m. prevailing Eastern Time as the Plan Objection Deadline); (d) fixed June 17, 2011 at 5:00 p.m. prevailing Eastern Time, as the Voting Deadline; (e) approved the Solicitation Procedures and the Solicitation Package; (f) fixed June 23, 2011, at 10:00 a.m. prevailing Eastern Time, as the date and time for the commencement of the Confirmation Hearing; (g) determined that the bid submitted by the Fixed/Floating Plan Sponsors and New HoldCo, as evidenced by the Commitment Letter, was indeed the Successful

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Bid (as defined in the bidding procedures set forth in the Bidding Procedures Order) for sponsorship of the Fixed/Floating Plan; and (h) authorized the Debtors to enter into the Commitment Letter and all other documents related thereto (including the New HoldCo/Midland Commitment Letter) reflecting the terms of the Fixed/Floating Successful Bid, and to take all actions necessary to perform their obligations thereunder and consummate the transactions contemplated thereby (subject to confirmation of the Fixed/Floating Plan and the satisfaction or waiver of all conditions to the occurrence of the Effective Date). H. Plan Supplement. 28. On June 13, 2011, the Debtors filed the Plan Supplement. The Debtors filed

certain amendments to the Plan Supplement on June 16, 2011 [Docket No. 1733], June 17, 2011 [Docket No. 1744] June 22, 2011 [Docket Nos. 1764, 1769], and June 23, 2011 [Docket No. 1770]. The Plan Supplement complies with the terms of the Plan, and the filing and notice of such documents was good and proper in accordance with the Bankruptcy Code, the Bankruptcy Rules, and the Disclosure Statement Order, and no other or further notice is or shall be required. The Debtors are authorized to modify the Plan Supplement following entry of the Confirmation Order in accordance with the terms of the Plan. I. Modifications to the Plan. 29. Any modifications to the Plan made herein constitute technical changes or

changes with respect to particular Claims by agreement with Holders of such Claims, do not materially or adversely affect or change the treatment of any other Claims or Interests, and comply with Article X.A of the Plan. Pursuant to Bankruptcy Rule 3019, these modifications do not require additional disclosure under section 1125 of the Bankruptcy Code or the resolicitation of votes under section 1126 of the Bankruptcy Code, nor do they require that the Holders of

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Claims or Interests be afforded an opportunity to change previously cast acceptances or rejections of the Plan. J. Objections. 30. The Debtors received the following objections to the Plan: Objection of the

United States Trustee to Debtors Plans of Reorganization [Docket No. 1456]; Objection of Best Western International, Inc. to Debtors Plans of Reorganization [Docket No. 1486]; Limited Objection and Reservation of Rights of LNR Partners, LLC, LNR Securities Holdings, LLC and the Trusts with Respect to the Debtors' Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1705]; Objection of Carrollton-Farmers Branch Independent School District to Confirmation of Debtors' Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1717]; Objection by One East Capital Advisors L.P. to Confirmation of the Remaining Debtors Plan of Reorganization [Docket No. 1735]; Lehman ALI Inc. and SASCO 2008-C2, LLCs (I) Limited Objection of to Confirmation of the Remaining Debtors Plan and (II) Reservation of Rights [Docket No. 1737]; Objection of Midland Loan Services to Confirmation of the Fixed/Floating and Remaining Debtor Plans of Reorganization [Docket No. 1738]; Objection of Certain Chartis Companies to Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1739]; Objection by York Credit Opportunities Fund, L.P. and York Credit Opportunities Master Fund, L.P. to Confirmation of the Remaining Debtor Plan of Reorganization [Docket No. 1741]. Prior to the Confirmation Hearing, the Debtors resolved informal objections from, among others, TriMont and C-III.

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31.

Any resolutions of objections to Confirmation explained on the record at the All unresolved objections,

Confirmation Hearing are hereby incorporated by reference.

statements, and reservations of rights are hereby overruled on the merits. K. Disclosure Statement Order. 32. On May 19, 2011, the Court entered the Disclosure Statement Order, which,

among other things: (a) approved the Disclosure Statement as containing adequate information within the meaning of section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017; (b) fixed May 13, 2011, as the record date for purposes of determining, among other things, which Holders of Claims or Interests are entitled to vote on the Plan (the Voting Record Date); (c) fixed June 17, 2011 at 5:00 p.m. prevailing Eastern Time, as the deadline for voting to accept or reject the Plan (the Voting Deadline); (d) fixed June 17, 2011 at 4:00 p.m. prevailing Eastern Time, as the deadline for objecting to the Plan (the Plan Objection Deadline); (e) fixed June 23, 2011, at 10:00 a.m. prevailing Eastern Time, as the date and time for the commencement of the Confirmation Hearing; (f) approved the Solicitation Procedures and the Solicitation Package and the procedures for distribution thereof; (g) approved the Debtors entry into the Commitment Letter and all other documents related thereto (including the New HoldCo/Midland Commitment Letter) and the Debtors entry into the Chatham APA and all other documents related thereto; (h) approved the Termination Fee (as defined in the Disclosure Statement Order) related to the Fixed/Floating Debtors and the Fixed/Floating Expense Reimbursement (as defined in the Disclosure Statement Order); (i) approved the Midland Payment (as defined in the Disclosure Statement Order); and (j) approved the Lehman Payment (as defined in the Disclosure Statement Order).

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L.

Transmittal and Mailing of Materials; Notice. 33. As evidenced by the Solicitation Affidavits, the Publication Affidavit, and the

Voting Report, due, adequate, and sufficient notice of entry of the Disclosure Statement Order, the Plan, notices of assumptions of the Executory Contracts and Unexpired Leases to be assumed by the Debtors in accordance with the terms of the Plan (such Executory Contracts and Unexpired Leases, the Assumed Contracts) and related Cure Obligations and for procedures for objecting thereto and resolution of disputes by the Court thereof, the deadline for filing objections to the assumption by the Debtor of any Assumed Contract or the related Cure Obligation, the Plan Supplement, the Plan Objection Deadline, the Confirmation Hearing, and all deadlines for voting on the Plan, has been given to: (a) all known Holders of Claims and Interests; (b) parties that requested notice in accordance with Bankruptcy Rule 2002; (c) all non-Debtor counterparties to Unexpired Leases and Executory Contracts; and (d) all taxing authorities listed on the Debtors Schedules or Claims Register; each in substantial compliance with the Disclosure Statement Order and Bankruptcy Rules 2002(b), 3017, and 3020(b), and no other or further notice is or shall be required. Adequate and sufficient notice of the Plan Objection Deadline, the Confirmation Hearing, as may be continued from time to time, and any applicable bar dates and hearings described in the Disclosure Statement Order was given in compliance with the Bankruptcy Code, the Bankruptcy Rules, and the Disclosure Statement Order, and no other or further notice is or shall be required. 34. The Debtors caused the Confirmation Hearing Notice to be published once in

USA Today on a date no fewer than 15 calendar days prior to the Voting Deadline, in substantial compliance with the Disclosure Statement Order and Bankruptcy Rule 2002(l), as evidenced by the Publication Affidavit.

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M.

Solicitation. 35. Votes for acceptance and rejection of the Plan were solicited by the Debtors and

their respective officers, directors, trustees, members, representatives, attorneys, financial advisors, investment bankers, agents, restructuring advisors, and other professionals in good faith and in compliance with sections 1125 and 1126 of the Bankruptcy Code, Bankruptcy Rules 3017 and 3018, the Disclosure Statement, the Disclosure Statement Order, all other applicable provisions of the Bankruptcy Code and all other applicable rules, laws, and regulations and, as such, such parties shall be entitled to the benefits and protections of section 1125(e) of the Bankruptcy Code. Specifically, the Solicitation Packages approved by the Court in the

Disclosure Statement Order (including the Disclosure Statement, the Plan, the Ballots, and the related notices) were transmitted to and served on all Holders of Claims or Interests in Classes that were entitled to vote to accept or reject the Plan and relevant portions of the Solicitation Packages were transmitted to and served on other parties in interest in these Chapter 11 Cases, all in compliance with section 1125 of the Bankruptcy Code, the Disclosure Statement Order, the Solicitation Procedures, and the Bankruptcy Rules. Transmittal and service were adequate and sufficient, and no further notice is or shall be required. In addition, Holders of Claims or Interests in Classes that were not entitled to vote to accept or reject the Plan were provided with certain non-voting materials approved by the Court in substantial compliance with the Disclosure Statement Order. Pursuant to the Disclosure Statement Order, the Debtors were excused from distributing Solicitation Packages to those Entities at addresses from which Disclosure Statement Hearing notices were returned as undeliverable by the United States Postal Service unless such Entity provided the Debtors, through the Notice and Claims Agent, an accurate address not less than ten business days prior to the solicitation date, and failure to distribute Solicitation Packages to such Entities did not constitute inadequate notice of the Confirmation Hearing, the Voting -21-

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Deadline, or a violation of Bankruptcy Rule 3017(d). If an Entity has changed its mailing address after the Petition Date, the burden was on such Entity, not the Debtors, to advise the Debtors and the Notice and Claims Agent of the new address. The procedures used to distribute Solicitation Packages to Holders of Claims and Interests were fair, and the distribution thereof was conducted in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and all other applicable rules, laws, and regulations. N. Voting Report. 36. Prior to the Confirmation Hearing, the Debtors filed the Voting Report. All

procedures used to tabulate the Ballots were fair and conducted in accordance with the Disclosure Statement Order, the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and all other applicable rules, laws, and regulations. 37. As set forth in the Plan and the Disclosure Statement, Holders of Claims in

Classes: FF3A, FF3B, FF4, and FF5 (collectively, the Fixed/Floating Plan Voting Classes); A1, A2, A3, A4, and A5A (collectively, the Anaheim Plan Voting Classes); O3 and O4 (collectively, the Ontario Plan Voting Classes); and R3A, R3B, R3C, R3D, R3E, R4A, R4B, R8, R9, R11, and R12 (collectively, the Remaining Debtor Plan Voting Classes, and together with the Fixed/Floating Plan Voting Classes, the Anaheim Plan Voting Classes, and the Ontario Plan Voting Classes, the Voting Classes) are eligible to vote on the Plan pursuant to the Solicitation Procedures. In addition, Holders of Claims in Classes: FF1 and FF2

(collectively, the Fixed/Floating Plan Presumed Accepting Classes); O1 and O2 (collectively, the Ontario Plan Presumed Accepting Classes); and R1, R2, and R6 (collectively, the Remaining Debtor Plan Presumed Accepting Classes, and together with the Fixed/Floating Plan Presumed Accepting Classes and the Ontario Plan Presumed Accepting Classes, the Presumed Accepting Classes) are Unimpaired and conclusively presumed to -22-

K&E 19076290.20

accept the Plan and, therefore, are not entitled to vote to accept or reject the Plan. Holders of Claims or Interests in Classes: FF6, FF7, FF8, and FF9 (collectively, the Fixed/Floating Plan Deemed Rejecting Classes); A5B, A6, A7, and A8 (collectively, the Anaheim Plan Deemed Rejecting Classes); O5, O6, O7, and O8 (collectively, the Ontario Plan Deemed Rejecting Classes); and R5, R7, and R10 (collectively, the Remaining Debtor Plan Deemed Rejecting Classes, and together with the Fixed/Floating Plan Deemed Rejecting Classes, the Anaheim Plan Deemed Rejecting Classes, and the Ontario Plan Deemed Rejecting Classes, the Deemed Rejecting Classes) are Impaired under the Plan, entitled to no recovery under the Plan, and are therefore deemed to have rejected the Plan. 38. As evidenced by the Voting Report, Holders of Claims in Class R4B (together

with the Deemed Rejecting Classes, the Rejecting Classes) voted to reject the Plan. The following classes voted to accept the Plan: as further evidenced by the Voting Report, all other Voting Classes, specifically Holders of Claims in Classes FF3A, FF3B, FF4, and FF5 (collectively, the Fixed/Floating Plan Impaired Accepting Classes); A3, A4, and A5A (collectively, the Anaheim Plan Impaired Accepting Classes); O3 and O4 (collectively, the Ontario Plan Impaired Accepting Classes); and R3A, R3B, R3C, R3D, R3E, R4A, R8, R9, and R11 (collectively, the Remaining Debtor Plan Impaired Accepting Classes, and together with the Fixed/Floating Plan Impaired Accepting Classes, the Anaheim Plan Impaired Accepting Classes, and the Ontario Plan Impaired Accepting Classes, the Impaired Accepting Classes).4 Given the existence of the Rejecting Classes in the Fixed/Floating Plan, the Ontario Plan, and the Remaining Debtor Plan, the Debtors have determined to proceed with confirmation of each of the Joint Plans pursuant to section 1129(b) of the Bankruptcy Code.
4

In addition, the three non-vacant classes (Classes A1, A2, and R12) eligible to vote but that did not return ballots are treated as if all holders of claims in those classes had voted to accept the Plan. See Disclosure Statement Order, Ex. 2 3.q.

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O.

Bankruptcy Rule 3016. 39. The Plan is dated and identifies the Entities submitting it, thereby satisfying

Bankruptcy Rule 3016(a). The filing of the Disclosure Statement with the clerk of the Court satisfied Bankruptcy Rule 3016(b). P. Burden of Proof. 40. The Debtors, as proponents of the Plan, have met their burden of proving the

elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by a preponderance of the evidence, which is the applicable evidentiary standard for Confirmation. Further, the Debtors have satisfied the elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by clear and convincing evidence. Each of the witnesses who testified on behalf of the Debtors was credible, reliable, and qualified to testify as to the topics addressed in his or her testimony. Q. Joint Plans. 41. The Plan is an aggregation of four separate joint plans of reorganization: the

Fixed/Floating Plan; the Anaheim Plan, the Ontario Plan, and the Remaining Debtor Plan. R. Compliance with the Requirements of Section 1129 of the Bankruptcy Code. 42. Each of the Joint Plans complies with all applicable provisions of section 1129 of

the Bankruptcy Code as follows: 1. 43. Section 1129(a)(1)Compliance of the Plan with Applicable Provisions of the Bankruptcy Code. Each of the Joint Plans complies with all applicable provisions of the Bankruptcy

Code as required by section 1129(a)(1) of the Bankruptcy Code, including sections 1122 and 1123.

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(i) 44.

Sections 1122 and 1123(a)(1)Proper Classification.

The classification of Claims and Interests under the Joint Plans is proper under the Pursuant to sections 1122(a) and 1123(a)(1) of the Bankruptcy Code,

Bankruptcy Code.

Article III of the Plan provides for the separate classification of Claims and Interests into 44 Classes across four separate Joint Plans, based on differences in the legal nature or priority of such Claims against and Interests in each Debtor (other than Administrative Claims, Accrued Professional Compensation Claims, Five Mile DIP Claims, Lehman DIP Claims, and Priority Tax Claims, which are addressed in Article II of the Plan, and which are required not to be designated as separate Classes pursuant to section 1123(a)(1) of the Bankruptcy Code). Valid business, factual, and legal reasons exist for the separate classification of the various Classes of Claims and Interests created under each of the Joint Plans, the classifications were not implemented for any improper purpose, and the creation of such Classes does not unfairly discriminate between or among Holders of Claims or Interests. 45. In accordance with section 1122(a) of the Bankruptcy Code, each Class of Claims

and Interests contains only Claims or Interests that are substantially similar to the other Claims or Interests within that Class. Accordingly, the requirements of sections 1122(a), 1122(b), and 1123(a)(1) of the Bankruptcy Code have been satisfied. (ii) 46. Section 1123(a)(2)Specification of Unimpaired Classes.

Article III of the Plan specifies that Claims in Classes FF1, FF2, O1, O2, R1, R2,

and R6 are Unimpaired under the Plan. Additionally, Article II of the Plan specifies that Administrative Claims, Accrued Professional Compensation Claims, Five Mile DIP Claims, Lehman DIP Claims, and Priority Tax Claims are Unimpaired, although these Claims are not classified under the Plan. Accordingly, the requirements of section 1123(a)(2) of the Bankruptcy Code have been satisfied. -25-

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(iii) 47.

Section 1123(a)(3)Specification of Treatment of Impaired Classes.

Article III of the Plan specifies the treatment of each Impaired Class under the

Plan, including Classes FF3A, FF3B, FF4, FF5, FF6, FF7, FF8, FF9, A1, A2, A3, A4, A5A, A5B, A6, A7, A8, O3, O4, O5, O6, O7, O8, R3A, R3B, R3C, R3D, R3E, R4A, R4B, R5, R7, R8, R9, R10, R11, and R12. Accordingly, the requirements of section 1123(a)(3) of the

Bankruptcy Code have been satisfied. (iv) 48. Section 1123(a)(4)No Discrimination.

Pursuant to section 1123(a)(4) of the Bankruptcy Code, Article III of the Plan

uniformly provides for the same treatment of each Claim or Interest in a particular Class, as the case may be, unless the Holder of a particular Claim or Interest has agreed to a less favorable treatment with respect to such Claim or Interest. All Holders of Innkeepers USA Trust Preferred C Interests in Class R8 are receiving the same treatment on account of their Interests. Members of the Ad Hoc Committee are receiving certain amounts of the Ad Hoc Committee Administrative Claim on account of their participation and contribution to the Debtors efforts to maximize value for the benefit of all stakeholders and not on account of their holdings of Innkeepers USA Trust Preferred C Interests. Accordingly, the requirements of section

1123(a)(4) of the Bankruptcy Code have been satisfied. (v) 49. Section 1123(a)(5)Adequate Means for Plan Implementation.

Pursuant to section 1123(a)(5) of the Bankruptcy Code, Article IV and various

other provisions of the Plan specifically provide in detail adequate and proper means for each Joint Plans implementation, including: (a) the sources of consideration for distributions under each of the Joint Plans; (b) the Fixed/Floating Investment; (c) the Chatham Hotel Sale Transaction; (d) the Anaheim Hotel Commitment Letter; (e) the New Fixed Rate Pool Mortgage Loan, the New Fixed Rate Pool Mortgage Notes, and the New Fixed Rate Pool Mortgage Loan -26-

K&E 19076290.20

Limited Guarantys; (f) payment of the Special Servicer Payment and the Special Servicer Release Payment; (g) the authorization and issuance of Interests by Grand Prix Mezz Borrower Fixed, LLC, Grand Prix Mezz Borrower Floating, LLC, Grand Prix Fixed Lessee, LLC, and Grand Prix Floating Lessee, LLC to New HoldCo; (h) the funding and distribution of the amounts of the employee-related emergence costs related to the Fixed/Floating Plan and the implementation of the compensation program for certain members of the Debtors management and employees related to the sale of the assets of the Remaining Debtors; (i) the release of Liens (except as otherwise provided in the Plan); (j) the vesting of all property in each Estate of the Debtors, all Causes of Action, and any property acquired by any of the Debtors pursuant to the Plan in the applicable Post-Effective Date Debtors free and clear of all Liens, Claims, charges, or other encumbrances (except as provided in the Plan); (k) the cancellation of certain securities and agreements; (l) the general authority for all corporate actions necessary to effectuate the Plan; (m) the exemption from certain taxes and fees; (n) the assumption of the D&O Liability Insurance Policies; (o) the purchase of the D&O tail insurance policies; (p) the filing of the limited liability agreement of New HoldCo; (q) the appointment of the managing member of New HoldCo and the Post-Effective Date Board; (r) the assumption of the Indemnification Provisions; (s) the authority to implement the Wind Down and form the Liquidation Trust; (t) the preservation of certain Causes of Action except where expressly released under the Plan; (u) the Ad Hoc Committee Agreement; (v) the authorization of all actions contemplated by Plan; and (w) the general settlement of all Claims, Interests, and controversies pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019. Moreover, the Debtors, the Disbursing Agent, and the Trustee, as applicable, will respectively have, immediately upon the Effective Date, sufficient Cash to make all payments required to be made on the Effective Date pursuant to the

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terms of each of the Joint Plans. Accordingly, the requirements of section 1123(a)(5) of the Bankruptcy Code have been satisfied. (vi) 50. Section 1123(a)(5)(D)Free and Clear.

Except as otherwise expressly provided in the Fixed/Floating Plan (including

without limitation with respect to the New Fixed Rate Pool Mortgage Loan), on the Effective Date, the Interests of the Post-Effective Date Fixed/Floating Debtors shall vest in New HoldCo, free and clear of all Liens, Claims, Excluded Liabilities, charges, or other encumbrances. On and after the Effective Date, except as otherwise expressly provided in the Fixed/Floating Plan or any agreement, instrument, or other document incorporated in the Fixed/Floating Plan, New HoldCo may operate its business and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. (vii) 51. Section 1123(a)(6)Voting Power of Equity Securities.

The Plan prohibits the issuance of non-voting equity securities to the extent

prohibited by section 1123(a)(6) of the Bankruptcy Code, thereby satisfying section 1123(a)(6) of the Bankruptcy Code. (viii) Section 1123(a)(7)Selection of Officers, Directors, and Trustees. 52. The identity of the managing member of New HoldCo is identified in Exhibit I to

the Plan Supplement. The limited liability agreement of New HoldCo and each New HoldCo subsidiary describes the means for the selection of the managing member of New HoldCo and each of the New HoldCo subsidiaries. The selection of the New HoldCo managing member and the managing member of each of the New HoldCo subsidiaries in accordance with their respective limited liability agreements, was, is, and will be consistent with the interests of Holders of Claims and Interests and public policy. -28The identity of the Trustee for the

K&E 19076290.20

Liquidating Trust has been disclosed in the Plan. The selection of the Trustee was, is, and will be consistent with the interests of Holders of Claims and Interests and public policy. Accordingly, the requirements of section 1123(a)(7) of the Bankruptcy Code have been satisfied. (ix) 53. Section 1123(b)Discretionary Contents of the Plan.

The Plan contains various provisions that may be construed as discretionary, but As set forth below, such

are not required for Confirmation under the Bankruptcy Code.

discretionary provisions comply with section 1123(b) of the Bankruptcy Code and are not inconsistent with the applicable provisions of the Bankruptcy Code. Thus, section 1123(b) of the Bankruptcy Code is satisfied. (a) 54. Section 1123(b)(1)-(2)Claims Contracts and Unexpired Leases. and Executory

Article V of the Plan provides for the assumption, assumption and assignment, or

rejection of the Executory Contracts and Unexpired Leases of the Debtors not previously assumed, assumed and assigned, or rejected pursuant to section 365 of the Bankruptcy Code and appropriate authorizing orders of the Court. 55. On the Fixed/Floating Plan Effective Date, the Fixed/Floating Debtors will

assume the franchise agreements set forth in the Plan Supplement with respect to the assets of the Fixed/Floating Debtors. On the Remaining Debtor Plan Effective Date, the Debtors that are party to the Chatham APA will either (i) assume and assign to Chatham (or its designee) the franchise agreements set forth in the Plan Supplement with respect to the assets of the Debtors that are party to the Chatham APA or (ii) assume such franchise agreements, enter into a consensual termination of such franchise agreements with the respective franchisors, and Chatham (or its designee) shall enter into new franchise agreements with each respective franchisor for the related property, provided such termination shall not result in any Claims. On

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the Anaheim Plan Effective Date, the Anaheim Hotel Debtors will either (i) assume and assign to New Anaheim HoldCo (or its designee) the franchise agreements set forth in the Plan Supplement with respect to the Anaheim Hotel Debtors or (ii) assume such franchise agreements, enter into a consensual termination of such franchise agreements with the respective franchisors, and New Anaheim HoldCo (or its designee) shall enter into new franchise agreements with each respective franchisor for the related property, provided such termination shall not result in any Claims. 56. Except as otherwise provided in the Plan, the Executory Contracts or Unexpired

Leases of a Debtor that are not assumed or rejected pursuant to an Order prior to the Effective Date applicable to such Debtor shall be deemed rejected pursuant to sections 365 and 1123 of the Bankruptcy Code, except for those Executory Contracts or Unexpired Leases: (1) identified on the list of assumed and assigned Executory Contracts and Unexpired Leases in the Plan Supplement; (2) that are the subject of a motion to assume and assign or reject pending on the Effective Date applicable to such Debtor (in which case such assumption and assignment or rejection and the effective date thereof shall remain subject to a Final Order); or (3) that are subject to a motion to reject with a requested effective date of rejection after the Effective Date applicable to such Debtor. Entry of the Confirmation Order shall constitute an approval of the assumptions and assignment or rejections of such Executory Contracts or Unexpired Leases as set forth in the Plan, including the assumption and assignment of the Executory Contracts and Unexpired Leases identified on the list of assumed and assigned Executory Contracts and Unexpired Leases in the Plan Supplement and the rejection of the Executory Contracts and Unexpired Leases identified on the list of rejected Executory Contracts and Unexpired Leases in the Plan Supplement, all pursuant to sections 365 and 1123 of the Bankruptcy Code.

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57.

The Debtors filed the list of assumed and assigned Executory Contracts and

Unexpired Leases on June 13, 2011 as amended on June 22, 2011. This Confirmation Order shall constitute an order of the Court under sections 365 and 1123(b) of the Bankruptcy Code approving the assumptions and assignments or rejections described above and set forth in the Plan. The Debtors have provided sufficient notice to each non-debtor counterparty to the

Executory Contracts and Unexpired Leases of the assumptions and assignments or rejections described above. Notwithstanding anything to the contrary in the Plan, the Post-Effective Date Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the lists of Executory Contracts or Unexpired Leases applicable to the Post-Effective Date Debtors identified in Article V of the Plan and in the Plan Supplement at any time through and including the later of 30 days after the Effective Date (or such later date as provided in Article V.C of the Plan in the event of any objection by a counterparty to an Executory Contract or Unexpired Lease to the amount of any Cure Obligation or other matter relating to the proposed assumption and assignment); provided that the Post-Effective Date Debtors shall not alter, amend, modify or supplement the lists of Executory Contracts or Unexpired Leases as applicable to the PostEffective Date Fixed/Floating Debtors without the consent of the Fixed/Floating Plan Sponsors and New HoldCo; provided that the Post-Effective Date Debtors shall not alter, amend, modify or supplement the lists of Executory Contracts or Unexpired Leases as applicable to the Post-Effective Date Anaheim Hotel Debtors without the consent of SASCO. The Debtors and the Post-Effective Date Debtors have also provided notice to counterparties of the Cure Obligations and adequate assurance of future performance as that term is used in sections 365 of the Bankruptcy Code, subject to the right of a counterparty to the Executory Contracts and

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Unexpired Leases to object to a proposed assumption and assignment or related Cure Obligations under Article V of the Plan. 58. Any Proofs of Claim based on the rejection of the Debtors Executory Contracts

or Unexpired Leases pursuant to the Plan or otherwise, must be Filed with the Notice and Claims Agent no later than the later of (a) 30 days after the effective date of rejection of such Executory Contract or Unexpired Lease and (b) 30 days after the Effective Date of the Joint Plan applicable to the Debtor whom the Claim is against. (b) Section 1123(b)(3)Settlement, Releases, Exculpation, Injunction, and Preservation of Claims and Causes of Action. Pursuant to Bankruptcy Rule 9019 and in

59.

Compromise and Settlement.

consideration for the classification, distributions, releases, and other benefits provided pursuant to the Plan, on the Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement of all Claims, Interests, and controversies resolved pursuant to the Plan or relating to the contractual, legal, and subordination rights that a Holder of a Claim or Interest may have with respect to any Allowed Claim or Interest, or any distribution to be made on account of such Allowed Claim or Allowed Interest. The entry of this Confirmation Order shall constitute the Bankruptcy Courts approval of the compromise or settlement of all such Claims, Interests, and controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best interests of the Debtors, their Estates, and Holders of Claims and Interests and is fair, equitable, and reasonable. In accordance with the provisions of the Plan, pursuant to Bankruptcy Rule 9019, without any further notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date, the Post-Effective Date Debtors may compromise and settle Claims against the Debtors and their Estates and Causes of Action against other Entities. -32-

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60.

Subordinated Claims.

The allowance, classification, and treatment of all

Allowed Claims and Interests and the respective distributions and treatments under the Plan take into account and conform to the relative priority and rights of the Claims and Interests in each Class in connection with any contractual, legal, and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise. Pursuant to section 510 of the Bankruptcy Code, the Debtors or the Post-Effective Date Debtors, as applicable, reserve the right to re-classify any Allowed Claim or Allowed Interest in accordance with any contractual, legal, or equitable subordination relating thereto. Notwithstanding anything herein to the contrary, and as provided in Article III.B of the Plan, no Holder of a Section 510(b) Claim shall receive any distribution on account of such Section 510(b) Claim, and all Section 510(b) Claims shall be permanently enjoined, settled, and compromised as provided by the Plan. 61. Releases. The Midland Release, the Apollo Release, the Fixed/Floating Plan

General Release, the Anaheim Hotel Debtors Plan General Release, the Ontario Hotel Debtors Plan General Release, and the Remaining Debtors Plan General Release set forth in Article VIII (collectively, the Releases) are essential provisions of the Plan. The Releases are: (a) in exchange for the good and valuable consideration provided by Fixed/Floating Releasing Parties, the Anaheim Releasing Parties, the Ontario Releasing Parties, and the Remaining Debtor Releasing Parties (collectively, the Releasing Parties); (b) a good faith settlement and compromise of the Claims and Causes of Action released by the Releases; (c) in the best interests of the Debtors and all Holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the

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Releasing Parties asserting any Claim or Cause of Action released by the Releases against any of the Releasing Parties. 62. Holders of Claims and Interests had a full opportunity to approve or disapprove of

the Releases, as the Disclosure Statement and the ballots stated that if a Holder of Claims or Interests objected to the Releases, such Holder should vote to reject the Plan and must file an objection to the Plan on or before the Objection Deadline. 63. The Court finds that the Releases are an integral part of the Plan. The Releases

facilitated participation in both the Debtors Plan and the restructuring process generally. As such, the Releases appropriately offer protection to parties who constructively participated in the Debtors restructuring process, including the negotiations and compromises that led to the Plan. 64. The scope of the Releases in the Plan is appropriately tailored to the

circumstances of this restructuring and expressly excludes any causes of actions arising from gross negligence and willful misconduct. 65. Exculpation. The Exculpation provisions set forth in Article VIII.I of the Plan

are essential to the Plan. The record in these Chapter 11 Cases fully supports the Exculpation and the Exculpation provisions set forth in Article VIII.I of the Plan are appropriately tailored to protect the Exculpated Parties from inappropriate litigation. 66. Injunction. The injunction provisions set forth in Article VIII.J of the Plan are

essential to the Plan and are necessary to implement the Plan, and the transactions contemplated by the Plan, and to preserve and enforce the Releases and the Exculpation provisions in Article VIII of the Plan, and are narrowly tailored to achieve those purposes. 67. Each of the Releases and the injunction and Exculpation provisions set forth in

the Plan: (a) is within the jurisdiction of the Court under 28 U.S.C. 1334(a), 1334(b), and

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1334(d); (b) is an essential means of implementing the Plan pursuant to section 1123(a)(6) of the Bankruptcy Code; (c) is an integral element of the transactions incorporated into the Plan; (d) confers material benefits on, and is in the best interests of, the Debtors, their respective Estates, and their respective creditors; (e) is important to the overall objectives of the Plan to finally resolve all Claims and Interests among or against the parties in interest in these Chapter 11 Cases with respect to the Debtors; and (f) is consistent with sections 105, 1123, and 1129 of the Bankruptcy Code, other provisions of the Bankruptcy Code, and other applicable law. The evidence admitted into the record of the Confirmation Hearing and these Chapter 11 Cases is sufficient to support the Releases and the injunction and Exculpation provisions contained in Article VIII of the Plan. 68. Preservation of Claims and Causes of Action. Article IV.Z of the Plan

appropriately provides for the preservation by the Debtors of the Causes of Action in accordance with section 1123(b)(3)(B) of the Bankruptcy Code. Causes of Action not released or exculpated by the Debtors shall be retained by the Post-Effective Date Debtors. The provisions regarding Causes of Action in the Plan are appropriate and are in the best interests of the Debtors, their respective Estates, and Holders of Claims and Interests. 2. 69. Section 1129(a)(2)Compliance of the Debtors and Others With the Applicable Provisions of the Bankruptcy Code. The Debtors, as proponents of the Plan, have complied with all applicable

provisions of the Bankruptcy Code as required by section 1129(a)(2) of the Bankruptcy Code, including sections 1122, 1123, 1124, 1125, 1126, and 1128 of the Bankruptcy Code and Bankruptcy Rules 3017, 3018, and 3019. 70. Votes to accept or reject the Plan were solicited by the Debtors and their

respective present and former members, partners, representatives, officers, directors, trustees,

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employees, advisors, attorneys, and agents after the Court approved the adequacy of the Disclosure Statement pursuant to section 1125(a) of the Bankruptcy Code and the Disclosure Statement Order. 71. The Debtors and their respective present and former members, partners,

representatives, officers, directors, trustees, employees, advisors, attorneys, and agents have solicited and tabulated votes on the Plan and have participated in the activities described in section 1125 of the Bankruptcy Code fairly, in good faith within the meaning of section 1125(e) of the Bankruptcy Code, and in a manner consistent with the applicable provisions of the Disclosure Statement Order, the Disclosure Statement, the Bankruptcy Code, the Bankruptcy Rules, and all other applicable rules, laws, and regulations, and are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code and the Exculpation provisions set forth in Article VIII.I of the Plan. 72. The Debtors and their respective present and former members, officers, directors,

trustees, employees, advisors, attorneys, and agents have participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code with regard to the offering, issuance, and distribution of recoveries under each of the Joint Plans and, therefore, are not, and on account of such distributions will not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Joint Plans or distributions made pursuant to the Joint Plans, so long as such distributions are made consistent with and pursuant to the Joint Plans. 3. 73. Section 1129(a)(3)Proposal of Plan in Good Faith. The Debtors have proposed each of the Joint Plans in good faith and not by any

means forbidden by law. In determining that each of the Joint Plans has been proposed in good faith, the Court has examined the totality of the circumstances surrounding the filing of these -36-

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Chapter 11 Cases, the Joint Plans themselves, and the process leading to their formulation. The Debtors good faith is evident from the facts and record of these Chapter 11 Cases, the conduct of the Fixed/Floating Auction in accordance with the Fixed/Floating Bidding Procedures, the Disclosure Statement and the hearing thereon, and the record of the Confirmation Hearing and other proceedings held in these Chapter 11 Cases. 74. The Plan is the product of arms-length negotiations between and among the

Debtors; the Board; the Fixed/Floating Plan Sponsors; Lehman; the Lehman DIP Lenders; TriMont, in its capacity as special servicer for the Floating Rate Pool Mezzanine Loan Agreement and the Anaheim Hotel Mezzanine Loan Agreement; SASCO, as Holder of 100% of the economic and beneficial interests under the Floating Rate Pool Mezzanine Loan Agreement and the Anaheim Hotel Mezzanine Loan Agreement; CWCapital; Apollo; LCPI, as administrative agent for SASCO with respect to the Floating Rate Pool Mezzanine Loan Agreement and the Anaheim Hotel Mezzanine Loan Agreement and Holder of 100% of the economic and beneficial interests in SASCO; the Independent Committee; Five Mile; the Five Mile DIP Agent; the Five Mile DIP Lenders; New HoldCo; Midland; trustees for the C6 and C7 Trusts; the C6 and C7 Trusts; the Committee; C-III; LNR, in its capacity as special servicer for each of the LNR-Serviced Loans; the LNR-Serviced Trusts; Island Hospitality Management, Inc.; Chatham; TriMont; and other Entities. The Joint Plans themselves and the process leading to their formulation provide independent evidence of the Debtors good faith, serve the public interest, and assure fair treatment of Holders of Claims and Interests. Consistent with the overriding purpose of chapter 11, these Chapter 11 Cases were filed, and each of the Joint Plans was proposed, with the legitimate purpose of maximizing stakeholder value. Accordingly, the requirements of section 1129(a)(3) of the Bankruptcy Code are satisfied.

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4. 75.

Section 1129(a)(4)Court Approval of Certain Payments as Reasonable. The procedures set forth in the Plan for the Courts review and ultimate

determination of the fees and expenses to be paid by the Debtors in connection with these Chapter 11 Cases, or in connection with the Plan and incident to these Chapter 11 Cases, satisfy the objectives of and are in compliance with section 1129(a)(4) of the Bankruptcy Code. Accordingly, the requirements of section 1129(a)(4) of the Bankruptcy Code are satisfied. 5. Section 1129(a)(5)Disclosure of Identity of Proposed Management, Compensation of Insiders and Consistency of Management Proposals with the Interests of Creditors and Public Policy. The Plan complies with the requirements of section 1129(a)(5) of the Bankruptcy

76.

Code because, in the Disclosure Statement, the Plan, and the Plan Supplement, the Debtors have disclosed: (a) the identity of the managing member of New HoldCo as of the date hereof;; and (b) to the extent known, the identity and the nature of compensation for any insider who will be employed or retained by the Post-Effective Date Anaheim Hotel Debtors, the Post-Effective Date Ontario Hotel Debtors, or the Post-Effective Date Remaining Debtors under section 101(31) of the Bankruptcy Code. The method of appointment of the managing member of New HoldCo and appointment or continuance of officers, directors, or trustees in the Post-Effective Date Debtors was, is, and will be consistent with the interests of Holders of Claims and Interests and public policy. satisfied. 6. 77. Section 1129(a)(6)Approval of Rate Changes. The Plan does not contain any rate changes subject to the jurisdiction of any Accordingly, the requirements of section 1129(a)(5) of the Bankruptcy Code are

governmental regulatory commission and therefore will not require governmental regulatory approval. Therefore, section 1129(a)(6) of the Bankruptcy Code is inapplicable to these Chapter 11 Cases. -38-

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7. 78.

Section 1129(a)(7)Best Interests of Holders of Claims and Interests. The other evidence in support of the Plan that was proffered or adduced at or prior

to, or in the Declarations in Support of Confirmation, the Confirmation Hearing: (a) is reasonable, persuasive, credible, and accurate as of the dates such evidence was prepared, presented, or proffered; (b) utilizes reasonable and appropriate methodologies and assumptions; (c) has not been controverted by other evidence; and (d) establishes that, Holders of Allowed Claims or Interests in every Class will recover under the Joint Plans on account of such Claim or Interest as of the Effective Date property of a value as much or more than the amount such Holder would receive if the Debtors were liquidated on the Effective Date under chapter 7 of the Bankruptcy Code. 8. 79. Section 1129(a)(8)Conclusive Presumption of Acceptance by Unimpaired Classes; Acceptance of the Plan by Each Impaired Class. Classes FF1, FF2, O1, O2, R1, R2, and R6 are each Classes of Unimpaired

Claims or Interests that are conclusively presumed to have accepted the Plan under section 1126(f) of the Bankruptcy Code. 80. Because the Plan has not been accepted by the Rejecting Classes, the Debtors

seek Confirmation under section 1129(b), rather than section 1129(a)(8), of the Bankruptcy Code. Thus, although section 1129(a)(8) of the Bankruptcy Code has not been satisfied with respect to the Rejecting Classes, the Plan is confirmable because the Plan does not discriminate unfairly and is fair and equitable with respect to the Rejecting Classes and thus satisfies section 1129(b) of the Bankruptcy Code with respect to such Classes as described further below. 9. 81. Section 1129(a)(9)Treatment of Claims Entitled to Priority Pursuant to Section 507(a) of the Bankruptcy Code. The treatment of Five Mile DIP Claims, Lehman DIP Claims, Administrative

Claims, Accrued Professional Compensation Claims, and Priority Tax Claims under Article II of -39-

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the Plan satisfies the requirements of, and complies in all respects with, section 1129(a)(9) of the Bankruptcy Code. Accordingly, the requirements of section 1129(a)(9) of the Bankruptcy Code are satisfied. 10. 82. Section 1129(a)(10)Acceptance By At Least One Impaired Class. As set forth in the Voting Report, there exists Impaired Accepting Classes that

have voted to accept the Plan in each of the four Joint Plans for each of the Debtors. Specifically, Holders of Claims in non-vacant Classes FF3A, FF3B, FF4, and FF5 voted to accept the Fixed/Floating Plan; Classes A3, A4, and A5A voted to accept the Anaheim Plan; Classes 03 and O4 voted to accept the Ontario Plan; and Classes R3A, R3B, R3C, R3D, R3E, R4A, R8, R9, and R11 voted to accept the Remaining Debtor Plan.5 As such, each Joint Plan has at least one Class of Claims that is Impaired under such Joint Plans and has accepted such Joint Plan, determined without including any acceptance of the Plan by any insider (as defined by the Bankruptcy Code).6 Accordingly, the requirements of section 1129(a)(10) of the Bankruptcy Code have been satisfied for each of the Joint Plans. 11. 83. Section 1129(a)(11)Feasibility of the Plan. The Plan satisfies section 1129(a)(11) of the Bankruptcy Code. The evidence

supporting the Plan proffered or adduced by the Debtors at, or prior to, or in affidavits filed in connection with, the Confirmation Hearing, including the Derrough Declaration: (a) is

reasonable, persuasive, credible, and accurate as of the dates such evidence was prepared, presented, or proffered; (b) utilizes reasonable and appropriate methodologies and assumptions; (c) has not been controverted by other evidence; (d) establishes that the Plan is feasible and
5

Although Classes A1, A2, and R12 are impaired under the Plan and entitled to vote to accept or reject the Plan, no ballots were received for these classes. Although Classes R9 and R11 voted to accept the Plan, both classes consist only of insiders (as defined in the Bankruptcy Code). Accordingly, their acceptances are not considered for the purposes of section 1129(a)(10).

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Confirmation of the Plan is not likely to be followed by liquidation, or the need for further financial reorganization, except as provided in the Plan; and (e) establishes that the Debtors will have sufficient funds available to meet their obligations under the Plan. Accordingly, the requirements of section 1129(a)(11) of the Bankruptcy Code have been satisfied. 12. 84. Section 1129(a)(12)Payment of Bankruptcy Fees. Article XII.C of the Plan provides that all fees payable pursuant to section 1930 of

the United States Judicial Code, as determined by the Court at a hearing pursuant to section 1128 of the Bankruptcy Code, shall be paid by the Debtors (prior to or on the Effective Date) or the Post-Effective Date Debtors (after the Effective Date) for each quarter (including any fraction thereof) until the Chapter 11 Cases are converted, dismissed, or closed, whichever occurs first. Accordingly, the requirements of section 1129(a)(12) of the Bankruptcy Code have been satisfied. 13. 85. Section 1129(a)(13)Retiree Benefits. Section 1129(a)(13) of the Bankruptcy Code requires a plan to provide for retiree

benefits (as defined in section 1114 of the Bankruptcy Code) at levels established pursuant to section 1114 of the Bankruptcy Code. The Debtors do not have any retirement plans that provide for retiree benefits. Accordingly, section 1129(a)(13) of the Bankruptcy Code is inapplicable to the Plan. 14. 86. Section 1129(b)Confirmation of Plan Over Nonacceptance of Impaired Class. Notwithstanding the fact that the Rejecting Classes have voted not to accept the

Plan, the Plan may be confirmed pursuant to section 1129(b)(1) of the Bankruptcy Code because: (a) the Impaired Accepting Classes have voted to accept the Plan and there is an Impaired Accepting Class in each of the Joint Plans; and (b) the Plan does not discriminate unfairly and is

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fair and equitable with respect to the Rejecting Classes, including with respect to the Deemed Rejecting Classes. Accordingly, each of the Joint Plans is fair and equitable towards all Holders of Claims and Interests in the Rejecting Classes. As a result, each of the Joint Plans satisfy the requirements of section 1129(b) of the Bankruptcy Code. Thus, each of the Joint Plans may be confirmed even though section 1129(a)(8) of the Bankruptcy Code is not satisfied. After entry of the Confirmation Order and upon the occurrence of the Effective Date, the Plan shall be binding upon the members of the Rejecting Classes. 15. 87. Section 1129(c)Only One Plan. Other than the Plan (including previous versions thereof), no other plan has been

filed in these Chapter 11 Cases with respect to the Debtors that are the subject of each of the Joint Plans. Accordingly, the requirements of section 1129(c) of the Bankruptcy Code have been satisfied. 16. 88. Section 1129(d)Principal Purpose of the Plan Is Not Avoidance of Taxes or Section 5 of the Securities Act. No governmental unit has requested that the Court refuse to confirm the Plan on

the grounds that the principal purpose of the Plan is the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act. As evidenced by its terms, the principal purpose of the Plan is not such avoidance. Accordingly, the requirements of section 1129(d) of the Bankruptcy Code have been satisfied. S. Satisfaction of Confirmation Requirements. 89. Based upon the foregoing, each of the Joint Plans satisfy the requirements for

confirmation set forth in section 1129 of the Bankruptcy Code.

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T.

Good Faith. 90. The Debtors have proposed each of the Joint Plans in good faith, with the

legitimate and honest purposes of reorganizing the Debtors ongoing business and maximizing the value of each of the Debtors Estates for the benefit of their stakeholders. The Plan gives effect to many of the Debtors restructuring initiatives, including debt reduction. Moreover, the Fixed/Floating Plan Sponsors and New HoldCo have acted in good faith in submitting the Fixed/Floating Successful Bid and in negotiating the terms of the Fixed/Floating Plan. Accordingly, the Debtors, the Board, the Fixed/Floating Plan Sponsors; Lehman; the Lehman DIP Lenders; TriMont, in its capacity as special servicer for the Floating Rate Pool Mezzanine Loan Agreement and the Anaheim Hotel Mezzanine Loan Agreement; SASCO, as Holder of 100% of the economic and beneficial interests under the Floating Rate Pool Mezzanine Loan Agreement and the Anaheim Hotel Mezzanine Loan Agreement; CWCapital; Apollo; LCPI, as administrative agent for SASCO with respect to the Floating Rate Pool Mezzanine Loan Agreement and the Anaheim Hotel Mezzanine Loan Agreement and Holder of 100% of the economic and beneficial interests in SASCO; the Independent Committee; Five Mile; the Five Mile DIP Agent; the Five Mile DIP Lenders; New HoldCo; Midland; the master servicer for the C6 and C7 Trusts; trustees for the C6 and C7 Trusts; the C6 and C7 Trusts; the Committee; C-III; LNR, in its capacity as special servicer for each of the LNR-Serviced Loans; the LNRServiced Trusts; the master servicer for each of the LNR-Serviced Loans; and Island Hospitality Management, Inc. (and all of their respective predecessors, successors and assigns, shareholders, affiliates, subsidiaries, principals, employees, agents, officers, directors, trustees, members, master servicers, special servicers, trusts and trustees, and professionals) have been, are, and will continue to act in good faith if they proceed to: (a) consummate the Plan and the agreements, settlements, transactions, and transfers contemplated thereby; and (b) take the actions authorized -43-

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and directed or contemplated by this Confirmation Order. Therefore, each of the Joint Plans have been proposed in good faith to achieve a result consistent with the objectives and purposes of the Bankruptcy Code and the aforementioned parties have acted in good faith within the meaning of section 1126(e) of the Bankruptcy Code. U. Findings Regarding Chatham Hotel Sale Transaction.7 91. As of the Closing Date, the transactions contemplated by the Chatham APA effect

a legal, valid, enforceable and effective sale and transfer of the Property to and the assumption of the Assumed Loans by Chatham and shall vest Chatham with title (fee simple good and marketable title with respect to the Real Property) to the Property free and clear of all Encumbrances other than Permitted Encumbrances. 92. The Assumed Loans have, net of the Paydown Amount, an outstanding principal

balance not exceeding One Hundred Thirty Four Million and One Hundred and Fifty-Nine Thousand Eight Hundred and Fourteen Dollars and 98/100 Dollars ($134,159,814.98), and as of the Closing Date and giving effect to the Paydown Amount (i) the Assumed Loans are in full force and effect, (ii) there is no event of default (or an event that through the passage of time would give rise to an event of default) with respect to the Assumed Loans, (iii) the Assumed Loans are secured by duly perfected liens against and security interests in the Property and are enforceable in accordance with their terms and upon the assumption of the Assumed Loans, will be valid, enforceable, and binding obligations of Purchaser in accordance with their terms and (iv) from and after the Closing Date until the date of any subsequent default or event of default

Capitalized terms used but not defined in this Section U of this Confirmation Order shall have the meaning ascribed to them in the Chatham APA; provided however, that Chatham as used in this Section T shall mean Chatham (or its designee, as applicable).

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the Assumed Loans will accrue interest at the non-default rate (as such non-default rates are more particularly described in each Assumed Loan). 93. The consideration provided by Chatham pursuant to the Chatham APA constitutes

reasonably equivalent value and fair consideration for the Property under the Bankruptcy Code and under the laws of the United States, any state, territory, or possession thereof, and the District of Columbia. 94. As of the Closing Date, (a) the Assumed Contracts and Assumed Leases may be

assumed by the Sellers and each Operating Tenant and assigned to Chatham pursuant to the Chatham APA and the Assignment and Assumption Agreement and (b) the Assumed Leases and the Assumed Contracts will have been duly assigned to Chatham in accordance with Section 365 of the Bankruptcy Code. 95. Chatham is a good faith purchaser of the Property pursuant to Section 363(m) of

the Bankruptcy Code. 96. Chatham did not engage in any conduct that would cause or permit the Chatham

APA or the consummation of the Transaction to be avoided, or costs or damages to be imposed, under Section 363(n) of the Bankruptcy Code. 97. The Sellers gave due and proper notice of the Chatham Hotel Sale Transaction to

each party entitled thereto. 98. Chatham has satisfied all requirements under Sections 365(b)(1) and 365(f)(2) of

the Bankruptcy Code to provide adequate assurance of future performance of the Assumed Contracts and Assumed Leases and Chatham has guaranteed the obligations of any assign which has assumed each Assumed Contract and Assumed Lease.

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99.

To the extent permitted by Applicable Law, Chatham is not a successor to any

Seller or its bankruptcy estate by reason of any theory of law or equity, and Chatham shall not assume or in any way be responsible for any Liability of a Seller and/or its bankruptcy estate, except as otherwise expressly provided in the Chatham APA. V. Findings Regarding the Transactions Under the Anaheim Plan. 100. To the extent permitted by Applicable Law, New Anaheim HoldCo is not and

shall not be deemed to be a successor to any of the Anaheim Debtors or their bankruptcy estates by reason of any theory of law or equity, and New Anaheim HoldCo shall not assume or in any way be responsible for any Liability of any Anaheim Debtor and/or its bankruptcy estate, except as otherwise expressly provided in the Anaheim Plan or the Anaheim Hotel Commitment Letter. W. Disclosure: Agreements and Other Documents. 101. The Debtors have disclosed all material facts regarding: (a) the adoption of the

New HoldCo limited liability agreement or similar constituent documents; (b) the identity of the New HoldCo managing member; (c) the distribution of Cash under the Plan; (d) the offer, issuance, and/or sale of the Interests in the Post-Effective Date Fixed/Floating Debtors in exchange for the Investment; (e) the adoption, execution, and implementation of the other matters provided for under the Plan, the Chatham APA, the Commitment Letter, the Anaheim Hotel Commitment Letter; the Ad Hoc Committee Agreement, the Investment, the LNR Commitment, the New HoldCo/Midland Commitment, and the Stipulation; (f) the offer, issuance, and/or sale of the Interests of Grand Prix Mezz Borrower Fixed, LLC, Grand Prix Mezz Borrower Floating, LLC, Grand Prix Fixed Lessee, LLC, and Grand Prix Floating Lessee, LLC in exchange for the Investment; (g) securities registration exemptions; (h) the exemption under section 1146(a) of the Bankruptcy Code; (i) the payment to be made to certain members of the Debtors management and employees by New HoldCo and the payment to be made to certain -46-

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members of the Debtors management and employees related to the sale of the assets of the Remaining Debtors as set forth in the plan Supplement; and (j) the adoption, execution, and delivery of all contracts, leases, instruments, securities, releases, indentures, and other agreements related to any of the foregoing. X. Transfers by Debtors; Vesting of Assets Free and Clear. 102. Except as otherwise provided in the Plan or any agreement, instrument, or other

document incorporated in the Plan, on the Effective Date, all property in each Estate of the Debtors, all Causes of Action, and any property acquired by any of the Debtors pursuant to the Plan shall vest in the applicable Post-Effective Date Debtors free and clear of all Liens, Claims, charges, or other encumbrances. The Intercompany Interests of Innkeepers USA Limited

Partnership in non-Debtor KPA Raleigh, LLC shall vest in Post-Effective Date Innkeepers USA Limited Partnership. The Intercompany Interests of KPA Leaseco Holding, Inc. in non-Debtor KPA Raleigh Leaseco, LLC shall vest in Post-Effective Date KPA Leaseco Holding, Inc. On and after the Effective Date, except as otherwise provided in the Plan, the Post-Effective Date Debtors may operate their businesses and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules Y. Conditions to Effective Date. 103. Entry of the Confirmation Order shall satisfy the condition to the Effective Date

set forth in Article IX.D.1(a) of the Plan, provided, that the Confirmation Order shall have become a Final Order; provided that in accordance with Bankruptcy Rules 3020(e), 6004(h), and 6006(d) (and notwithstanding any other provision of the Bankruptcy Code or the Bankruptcy Rules), the Confirmation Order shall not be stayed and shall be effective immediately upon its -47-

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entry. The conditions to Confirmation of the Plan and to the Effective Date of the Plan set forth in Article IX of the Plan may be waived only by consent of the Debtors; provided that with respect to the consummation of the Fixed/Floating Plan, the conditions precedent to the Effective Date may be waived only by the consent of the Fixed/Floating Plan Sponsors, Lehman, and Midland, in accordance with the terms of the Fixed/Floating Successful Bid; provided further that, notwithstanding anything to the contrary in Article IX.E of the Plan, consent shall not be required to waive a condition described in Article IX.C of the plan from any Entity whose actions (or failure to act) were the proximate cause of the failure of such condition to be satisfied. Each of the other conditions precedent to the Effective Date, as set forth in Article IX of the Plan, has been satisfied or waived in accordance with the provisions of the Plan, or is reasonably likely to be satisfied. Z. Implementation. 104. All documents and agreements necessary to implement the Plan, including those

contained in the Plan Supplement, and all other relevant and necessary documents (including, without limitation, the Chatham APA, the Commitment Letter, the Anaheim Hotel Commitment Letter; the Ad Hoc Committee Agreement, the Investment, the LNR Commitment, the New HoldCo/Midland Commitment, the New HoldCo limited liability agreement, and the Stipulation) have been negotiated in good faith, at arms length, and are in the best interests of the Debtors, and shall, upon completion of documentation and execution be valid, binding, and enforceable documents and agreements not in conflict with any federal, state, or local law. AA. Interests in Post-Effective Date Fixed/Floating Debtors. 105. The issuance of the Interests by Grand Prix Mezz Borrower Fixed, LLC, Grand

Prix Mezz Borrower Floating, LLC, Grand Prix Fixed Lessee, LLC, and Grand Prix Floating

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Lessee, LLC to New HoldCo is an essential element of the Fixed/Floating Plan, and is in the best interests of the Debtors, their Estates, and their creditors. BB. Retention of Jurisdiction. 106. of the Plan. * * * * * The Court properly may retain jurisdiction over the matters set forth in Article XI

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II. ORDER BASED ON THE FOREGOING FINDINGS OF FACT AND CONCLUSIONS OF LAW, IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED THAT: A. Order. 107. This Confirmation Order confirms each of the Joint Plans set forth in the Plan

attached hereto as Exhibit A. B. Objections. 108. To the extent that any objections (including any reservations of rights contained

therein) to Confirmation of any of the Joint Plans have not been withdrawn, waived, or settled prior to entry of this Confirmation Order, are not cured by the relief granted herein or otherwise resolved as stated by the Debtors on the record of the Confirmation Hearing, all such objections (including any reservation of rights contained therein) shall be, and hereby are, overruled on the merits. C. Findings of Fact and Conclusions of Law. 109. The findings of fact and the conclusions of law set forth herein shall constitute

findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding by Bankruptcy Rule 9014. All findings of fact and conclusions of law

announced by the Court at the Confirmation Hearing in relation to Confirmation are hereby incorporated herein to the extent not inconsistent herewith. To the extent that any of the following constitute findings of fact or conclusions of law, they are adopted as such. To the extent any findings of fact or conclusions of law set forth in this Confirmation Order (including any findings of fact or conclusions of law announced by the Court at the Confirmation Hearing and incorporated herein) constitute an order of this Court, they are adopted as such.

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D.

Confirmation of the Plan. 110. Each of the Joint Plans and the Plan Supplement (as such may be expressly

amended by this Confirmation Order or in accordance with the Plan) and each of their provisions are confirmed in each and every respect pursuant to section 1129 of the Bankruptcy Code. The documents contained in the Plan Supplement, and any amendments, modifications, and supplements thereto, and all documents and agreements related thereto (including all exhibits and attachments thereto and documents referred to in such papers), and the execution, delivery, and performance thereof, are authorized and approved as finalized, executed, and delivered. Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in the Plan, the Commitment Letter, the New HoldCo/Midland Commitment Letter, the Fixed/Floating Successful Bid, and the Chatham APA, the Debtors expressly reserve their rights to alter, amend, or modify materially the Plan with respect to the Debtors, one or more times, after Confirmation, and, to the extent necessary, may initiate proceedings in the Court to so alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such manner as may be necessary to carry out the purposes and intent of the Plan. As set forth in the Plan, once finalized and executed, the documents comprising the Plan Supplement and all other documents contemplated by the Plan shall, as applicable, constitute legal, valid, binding, and authorized obligations of the respective parties thereto, enforceable in accordance with their terms. 111. The terms of the Plan, the Plan Supplement, and exhibits thereto are incorporated

by reference into, and are an integral part of, the Confirmation Order. The terms of the Plan, the Plan Supplement, all exhibits thereto, and all other relevant and necessary documents, shall be effective and binding as of the Effective Date. -51-

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E.

Plan Classification Controlling. 112. The terms of the Plan shall solely govern the classification of Claims and Interests

for purposes of the distributions to be made thereunder. The classifications set forth on the Ballots tendered to or returned by the Holders of Claims or Interests in connection with voting on the Plan: (a) were set forth on the Ballots solely for purposes of voting to accept or reject the Plan; (b) do not necessarily represent, and in no event shall be deemed to modify or otherwise affect, the actual classification of such Claims and Interests under the Plan for distribution purposes; (c) may not be relied upon by any Holder of a Claim or Interest as representing the actual classification of such Claim or Interest under the Plan for distribution purposes; and (d) shall not be binding on the Debtors except for voting purposes. F. Wind Down and Dissolution of the Debtors. 113. On the Effective Date, the Liquidation Trust will be formed to oversee the Wind

Down, and will fund the Wind Down using, among other things, the Chatham Hotel Sale Transaction Purchase Consideration and the LP Bank Account, and shall have the power and authority to take any action necessary to wind down and dissolve the Post-Effective Date Remaining Debtors, Post-Effective Date Ontario Hotel Debtors, and Post-Effective Date Anaheim Hotel Debtors in accordance with the Plan. The provisions in Article IV.Y of the Plan are hereby approved in their entirety. G. Professional Fee Escrow Account. 114. The Disbursing Agent for the Remaining Debtors shall be authorized to establish

the Professional Fee Escrow Account. H. Compromise and Settlement of Claims, Interests, and Controversies. 115. Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019 and

in consideration for the classification, distributions, releases, and other benefits provided -52-

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pursuant to the Plan, on the Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement of all Claims, Interests, and controversies resolved pursuant to the Plan or relating to the contractual, legal, and subordination rights that a Holder of a Claim or Interest may have with respect to any Allowed Claim or Interest, or any distribution to be made on account of such Allowed Claim or Allowed Interest. 116. The entry of this Confirmation Order shall constitute the Bankruptcy Courts

approval of the compromise or settlement of all such Claims, Interests, and controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best interests of the Debtors, their Estates, and Holders of Claims and Interests and is fair, equitable, and reasonable. 117. In accordance with the provisions of the Plan, pursuant to Bankruptcy Rule 9019,

without any further notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date: (a) the Post-Effective Date Fixed/Floating Debtors may compromise and settle Claims against the Fixed/Floating Debtors and their Estates and Causes of Action against other Entities; (b) the Post-Effective Date Anaheim Hotel Debtors may compromise and settle Claims against the Anaheim Hotel Debtors and their Estates and Causes of Action against other Entities; (c) the Post-Effective Date Ontario Hotel Debtors may compromise and settle Claims against the Ontario Hotel Debtors and their Estates and Causes of Action against other Entities; and (d) the Post-Effective Date Remaining Debtors may compromise and settle Claims against the Remaining Debtors and their Estates and Causes of Action against other Entities I. The Releases, Injunction, Exculpation, and Related Provisions Under the Plan. 118. The following releases, injunctions, exculpations, and related provisions set forth

in Article VIII of the Plan, and notwithstanding anything to the contrary in the Plan Supplement, are hereby approved and authorized in their entirety: -53-

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1. 119. approved. 2. 120. approved. 3. 121.

Midland Release. The Midland Release provisions set forth in Article VIII.C of the Plan are hereby

Apollo Release. The Apollo Release provisions set forth in Article VIII.D of the Plan are hereby

Fixed/Floating Debtors Plan General Release. The Fixed/Floating Debtors Plan General Release provisions set forth in

Article VIII.E of the Plan are hereby approved. 4. 122. Anaheim Hotel Debtors Plan General Release. The Anaheim Hotel Debtors Plan General Release provisions set forth in

Article VIII.F of the Plan are hereby approved. 5. 123. Ontario Hotel Debtors Plan General Release. The Ontario Hotel Debtors Plan General Release provisions set forth in

Article VIII.G of the Plan are hereby approved. 6. 124. Remaining Debtors Plan General Release. The Remaining Debtors Plan General Release provisions set forth in

Article VIII.H of the Plan are hereby approved; provided that notwithstanding anything to the contrary in the Plan or this Confirmation Order, the Remaining Debtors Plan General Release shall not operate to waive, release, or otherwise impair any claims, obligations, rights, suits, damages, remedies, liabilities, and/or causes of action that CSE Mortgage, LLC (CSE) or any of CSEs affiliates, successors, and assigns, may hold against Karim Alibhai (Alibhai), whether arising before or after the effective date of the Plan, including, without limitation, claims obligations, rights, suits, damages, remedies, liabilities, and/or causes of action relating to that -54-

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certain Nonrecourse Carveout Guaranty Agreement, dated November 13, 2006, by and among CSE, Alibhai, and Remaining Debtor Innkeepers USA Limited Partnership, which claims, obligations, rights, suits, damages, remedies, and/or causes of action of CSE and/or its affiliates, successors, and assigns against Alibhai shall be preserved upon confirmation of the Plan or entry of this Confirmation Order; provided further that notwithstanding anything to the contrary in the Remaining Debtors Plan General Release set forth in Article VIII.H of the Plan, any holder of an Innkeepers USA Trust Preferred C Interest that timely submitted a ballot voting to reject the Remaining Debtor Plan on account of its Innkeepers USA Trust Preferred C Interests shall not be deemed to discharge and release, or to receive a discharge and release from, Apollo. 7. 125. Exculpation. The following exculpation provisions set forth in Article VIII.I of the Plan are

hereby approved: The Exculpated Parties shall neither have, nor incur, any liability to any Entity for any prepetition or postpetition act taken or omitted to be taken in connection with, or related to formulating, negotiating, soliciting, preparing, disseminating, implementing, confirming, or effecting the Consummation of the Plan, the Commitment Letter, the Disclosure Statement, the issuance, distribution, and/or sale of any of the New HoldCo Interests or any other Security, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Plan or any other prepetition or postpetition act taken or omitted to be taken in connection with or in contemplation of the restructuring of the Debtors; provided that the foregoing Exculpation shall have no effect on the liability of any of the Exculpated Parties that results from any such act or omission that is determined in a Final Order to have constituted gross negligence or willful misconduct; provided, further, that each Exculpated Party shall be entitled to rely upon the advice of counsel concerning his, her, or its duties pursuant to, or in connection with, the Plan or any other related document, instrument, or agreement; provided, -55-

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further, that neither this provision nor any other portion of the Plan shall exculpate Midland or any holder of certificates in the C6 and C7 Trusts, in its capacity as such, for any liability, if any, to the C6 and C7 Trusts or any holders of certificates in the C6 or C7 Trusts, in their capacity as such; provided, further, that this provision shall not operate to expand the scope of the Floating/Fixed Debtors Plan General Release; provided, further, that, this provision shall not exculpate TriMont or any of its advisors for or from any liability to SASCO or LCPI arising under, related to, or in connection with any guaranty with respect to the Floating Rate Pool Mezzanine Loan Agreement or the Anaheim Hotel Mezzanine Loan Agreement, including without limitation Claims arising from or related to TriMonts alleged failure to timely file proofs of claim with respect to such guaranty claims. 8. 126. Injunction. The following injunction provisions set forth in Article VIII.J of the Plan are EXCEPT AS OTHERWISE PROVIDED IN THE PLAN OR THE

hereby approved:

CONFIRMATION ORDER, ALL ENTITIES WHO HAVE HELD, HOLD, OR MAY HOLD CLAIMS, INTERESTS, CAUSES OF ACTION, OR LIABILITIES THAT: (1) ARE SUBJECT TO COMPROMISE AND SETTLEMENT PURSUANT TO THE TERMS OF THE PLAN; (2) HAVE BEEN RELEASED PURSUANT TO ARTICLE VIII.C, ARTICLE VIII.D, ARTICLE VIII.E, ARTICLE VIII.F, ARTICLE VIII.G, OR ARTICLE VIII.H (3) ARE SUBJECT TO EXCULPATION PURSUANT TO ARTICLE VIII.I; OR (4) ARE OTHERWISE STAYED OR TERMINATED PURSUANT TO THE TERMS OF THE PLAN, ARE PERMANENTLY ENJOINED AND PRECLUDED, FROM AND AFTER THE EFFECTIVE DATE, FROM: (A) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR OTHER PROCEEDING OF ANY KIND, INCLUDING ON ACCOUNT OF ANY CLAIMS, INTERESTS, CAUSES OF ACTIONS, OR LIABILITIES THAT HAVE BEEN -56-

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COMPROMISED OR SETTLED AGAINST THE DEBTORS, THE POST-EFFECTIVE DATE DEBTORS, OR ANY ENTITY SO RELEASED OR EXCULPATED (OR THE PROPERTY OR ESTATE OF ANY ENTITY, DIRECTLY OR INDIRECTLY, SO RELEASED OR EXCULPATED) ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY RELEASED, SETTLED, COMPROMISED, OR EXCULPATED CLAIMS, INTERESTS, CAUSES OF ACTION, OR LIABILITIES; (B) ENFORCING, ATTACHING, COLLECTING, OR RECOVERING BY ANY MANNER OR MEANS ANY JUDGMENT, AWARD, DECREE, OR ORDER AGAINST THE DEBTORS, THE POST-EFFECTIVE DATE DEBTORS, OR ANY ENTITY SO RELEASED OR EXCULPATED (OR THE PROPERTY OR ESTATE OF THE DEBTORS, THE POST-EFFECTIVE DATE DEBTORS, OR ANY ENTITY SO RELEASED OR EXCULPATED) ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH RELEASED, SETTLED, COMPROMISED, OR EXCULPATED CLAIMS, INTERESTS, CAUSES OF ACTION, OR LIABILITIES; (C) CREATING, PERFECTING OR ENFORCING ANY LIEN, CLAIM, OR

ENCUMBRANCE OF ANY KIND AGAINST THE DEBTORS, THE POST-EFFECTIVE DATE DEBTORS, OR ANY ENTITY SO RELEASED OR EXCULPATED (OR THE PROPERTY OR ESTATE OF THE DEBTORS, THE POST-EFFECTIVE DATE DEBTORS, OR ANY ENTITY SO RELEASED OR EXCULPATED) ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH RELEASED, SETTLED, COMPROMISED, OR EXCULPATED CLAIMS, INTERESTS, CAUSES OF ACTION, OR LIABILITIES; (D) ASSERTING ANY RIGHT OF SETOFF, SUBROGATION, OR RECOUPMENT OF ANY KIND AGAINST ANY OBLIGATION DUE FROM THE DEBTORS, THE POST-EFFECTIVE DATE DEBTORS, OR ANY ENTITY SO RELEASED

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OR EXCULPATED (OR THE PROPERTY OR ESTATE OF THE DEBTORS, THE POSTEFFECTIVE DATE DEBTORS, OR ANY ENTITY SO RELEASED OR EXCULPATED) ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH RELEASED, SETTLED, COMPROMISED, OR EXCULPATED CLAIMS, INTERESTS, CAUSES OF ACTION, OR LIABILITIES UNLESS SUCH HOLDER HAS FILED A MOTION REQUESTING THE RIGHT TO PERFORM SUCH SETOFF, SUBROGATION, OR RECOUPMENT ON OR BEFORE THE CONFIRMATION DATE, AND

NOTWITHSTANDING ANY INDICATION IN A PROOF OF CLAIM OR INTEREST OR OTHERWISE THAT SUCH HOLDER ASSERTS, HAS, OR INTENDS TO PRESERVE ANY RIGHT OF SETOFF PURSUANT TO SECTION 553 OF THE BANKRUPTCY CODE OR OTHERWISE; AND (E) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR OTHER PROCEEDING OF ANY KIND AGAINST THE DEBTORS, THE POST-EFFECTIVE DATE DEBTORS, OR ANY ENTITY SO RELEASED OR

EXCULPATED (OR THE PROPERTY OR ESTATE OF THE DEBTORS, THE POSTEFFECTIVE DATE DEBTORS, OR ANY ENTITY SO RELEASED OR EXCULPATED) ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH RELEASED, SETTLED, COMPROMISED, OR EXCULPATED CLAIMS, INTERESTS, CAUSES OF ACTION, OR LIABILITIES RELEASED, SETTLED, OR COMPROMISED PURSUANT TO THE PLAN; PROVIDED THAT NOTHING CONTAINED HEREIN SHALL PRECLUDE AN ENTITY FROM OBTAINING BENEFITS DIRECTLY AND EXPRESSLY PROVIDED TO SUCH ENTITY PURSUANT TO THE TERMS OF THE PLAN; PROVIDED FURTHER THAT NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO PREVENT ANY ENTITY FROM DEFENDING AGAINST CLAIMS OBJECTIONS OR

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COLLECTION ACTIONS WHETHER BY ASSERTING A RIGHT OF SETOFF OR OTHERWISE TO THE EXTENT PERMITTED BY LAW. 127. 128. 129. EXCEPT AS OTHERWISE PROVIDED IN THE PLAN OR THE

CONFIRMATION ORDER, ALL ENTITIES WHO HAVE HELD, HOLD, OR MAY HOLD CLAIMS, INTERESTS, CAUSES OF ACTION, OR LIABILITIES THAT: (1) ARE SUBJECT TO COMPROMISE AND SETTLEMENT PURSUANT TO THE TERMS OF THE PLAN; (2) HAVE BEEN RELEASED PURSUANT TO ARTICLE VIII.C, ARTICLE VIII.D, ARTICLE VIII.E, ARTICLE VIII.F, ARTICLE VIII.G, OR ARTICLE VIII.H; (3) ARE SUBJECT TO EXCULPATION PURSUANT TO ARTICLE VIII.I; OR (4) ARE OTHERWISE STAYED OR TERMINATED PURSUANT TO THE TERMS OF THE PLAN, ARE PERMANENTLY ENJOINED AND PRECLUDED, FROM AND AFTER THE EFFECTIVE DATE, FROM: (A) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR OTHER PROCEEDING OF ANY KIND, INCLUDING ON ACCOUNT OF ANY CLAIMS, INTERESTS, CAUSES OF ACTIONS, OR LIABILITIES THAT HAVE BEEN COMPROMISED OR SETTLED AGAINST THE DEBTORS, THE POST-EFFECTIVE DATE DEBTORS, OR ANY ENTITY SO RELEASED OR EXCULPATED (OR THE PROPERTY OR ESTATE OF ANY ENTITY, DIRECTLY OR INDIRECTLY, SO RELEASED OR EXCULPATED) ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY RELEASED, SETTLED, COMPROMISED, OR EXCULPATED CLAIMS, INTERESTS, CAUSES OF ACTION, OR LIABILITIES; (B) ENFORCING, ATTACHING, COLLECTING, OR RECOVERING BY ANY MANNER OR MEANS ANY JUDGMENT, AWARD,

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DECREE, OR ORDER AGAINST THE DEBTORS, THE POST-EFFECTIVE DATE DEBTORS, OR ANY ENTITY SO RELEASED OR EXCULPATED (OR THE PROPERTY OR ESTATE OF THE DEBTORS, THE POST-EFFECTIVE DATE DEBTORS, OR ANY ENTITY SO RELEASED OR EXCULPATED) ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH RELEASED, SETTLED, COMPROMISED, OR EXCULPATED CLAIMS, INTERESTS, CAUSES OF ACTION, OR LIABILITIES; (C) CREATING, PERFECTING OR ENFORCING ANY LIEN, CLAIM, OR

ENCUMBRANCE OF ANY KIND AGAINST THE DEBTORS, THE POST-EFFECTIVE DATE DEBTORS, OR ANY ENTITY SO RELEASED OR EXCULPATED (OR THE PROPERTY OR ESTATE OF THE DEBTORS, THE POST-EFFECTIVE DATE DEBTORS, OR ANY ENTITY SO RELEASED OR EXCULPATED) ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH RELEASED, SETTLED, COMPROMISED, OR EXCULPATED CLAIMS, INTERESTS, CAUSES OF ACTION, OR LIABILITIES; (D) ASSERTING ANY RIGHT OF SETOFF, SUBROGATION, OR RECOUPMENT OF ANY KIND AGAINST ANY OBLIGATION DUE FROM THE DEBTORS, THE POST-EFFECTIVE DATE DEBTORS, OR ANY ENTITY SO RELEASED OR EXCULPATED (OR THE PROPERTY OR ESTATE OF THE DEBTORS, THE POSTEFFECTIVE DATE DEBTORS, OR ANY ENTITY SO RELEASED OR EXCULPATED) ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH RELEASED, SETTLED, COMPROMISED, OR EXCULPATED CLAIMS, INTERESTS, CAUSES OF ACTION, OR LIABILITIES UNLESS SUCH HOLDER HAS FILED A MOTION REQUESTING THE RIGHT TO PERFORM SUCH SETOFF, SUBROGATION, OR RECOUPMENT ON OR BEFORE THE CONFIRMATION DATE, AND

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NOTWITHSTANDING ANY INDICATION IN A PROOF OF CLAIM OR INTEREST OR OTHERWISE THAT SUCH HOLDER ASSERTS, HAS, OR INTENDS TO PRESERVE ANY RIGHT OF SETOFF PURSUANT TO SECTION 553 OF THE BANKRUPTCY CODE OR OTHERWISE; AND (E) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR OTHER PROCEEDING OF ANY KIND AGAINST THE DEBTORS, THE POST-EFFECTIVE DATE DEBTORS, OR ANY ENTITY SO RELEASED OR

EXCULPATED (OR THE PROPERTY OR ESTATE OF THE DEBTORS, THE POSTEFFECTIVE DATE DEBTORS, OR ANY ENTITY SO RELEASED OR EXCULPATED) ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH RELEASED, SETTLED, COMPROMISED, OR EXCULPATED CLAIMS, INTERESTS, CAUSES OF ACTION, OR LIABILITIES RELEASED, SETTLED, OR COMPROMISED PURSUANT TO THE PLAN; PROVIDED THAT NOTHING CONTAINED HEREIN SHALL PRECLUDE AN ENTITY FROM OBTAINING BENEFITS DIRECTLY AND EXPRESSLY PROVIDED TO SUCH ENTITY PURSUANT TO THE TERMS OF THE PLAN; PROVIDED FURTHER THAT NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO PREVENT ANY ENTITY FROM DEFENDING AGAINST CLAIMS OBJECTIONS OR COLLECTION ACTIONS WHETHER BY ASSERTING A RIGHT OF SETOFF OR OTHERWISE TO THE EXTENT PERMITTED BY LAW. J. Release of Liens. 130. Except as otherwise provided in the Plan, the Plan Supplement, this Confirmation

Order, or in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to the Plan and, in the case of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date, all mortgages, deeds of trust, Liens, -61-

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pledges, or other security interests against any property of the Estates shall be fully released, settled, and compromised and all rights, titles, and interests of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall revert to the applicable Post-Effective Date Debtors and their successors and assigns. For the avoidance of doubt, each Debtor shall possess good and marketable title to its respective assets and New HoldCo shall possess good and marketable title to the equity of the Fixed/Floating Debtors on the effective date, except as otherwise expressly provided in the Plan or any agreement, instrument, or other document executed and delivered in connection therewith. K. Approval of Entry Into the Fixed/Floating Plan Related Documents. 131. The final bid submitted by the Fixed/Floating Plan Sponsors and New HoldCo, as

evidenced by the Commitment Letter, has been determined to be the Fixed/Floating Successful Bid (as defined in the Bidding Procedures Order) for the Fixed/Floating Debtors. The Debtors are hereby authorized to enter into the Commitment Letter and all other documents related thereto (including the New HoldCo/Midland Commitment) reflecting the terms of the Fixed/Floating Successful Bid, and to take all actions necessary to perform their obligations thereunder and consummate the transactions contemplated thereby (subject to the satisfaction or waiver of all conditions to the occurrence of the Effective Date). 132. The Post-Effective Date Fixed/Floating Debtors are authorized to execute and

deliver, and empowered to perform under, consummate and implement, the Commitment Letter, the New HoldCo/Midland Commitment, the New Fixed Rate Pool Mortgage Loan, the New Fixed Rate Pool Mortgage Notes, the New Fixed Rate Pool Mortgage Loan Limited Guarantys and all other documents related thereto, together with all additional instruments, documents, and agreements that may be reasonably necessary or desirable to implement the Commitment Letter, the New HoldCo/Midland Commitment, the New Fixed Rate Pool Mortgage Loan, the New -62-

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Fixed Rate Pool Mortgage Notes, the New Fixed Rate Pool Mortgage Loan Limited Guarantys and all other documents related thereto and to take all further actions as may be requested by the Fixed/Floating Plan Sponsors or New HoldCo for the purpose of assigning, transferring, granting, conveying, and conferring to New HoldCo or reducing to possession, the Fixed/Floating Debtors, or as may be necessary or appropriate to the performance of the obligations as contemplated by the Plan, the Commitment Letter, the New HoldCo/Midland Commitment, the New Fixed Rate Pool Mortgage Loan, the New Fixed Rate Pool Mortgage Notes, the New Fixed Rate Pool Mortgage Loan Limited Guarantys, and all other documents related thereto. 133. This Confirmation Order, the Plan, the Commitment Letter, and all other

documents related thereto, reflecting the terms of the Fixed/Floating Successful Bid, shall be binding in all respects upon all holders of Claims against, or Interests in (whether known or unknown) any Fixed/Floating Debtor, all non-Debtor parties to the Assumed Contracts, the Fixed/Floating Plan Sponsors, New HoldCo, all successors and assigns of New HoldCo, the Fixed/Floating Debtors and their respective affiliates and subsidiaries, and any subsequent examiners or trustees appointed in the Chapter 11 Cases. 134. The Commitment Letter and any related agreements, documents, or other

instruments may be modified, amended, or supplemented by the parties thereto in accordance with the terms of such agreements, documents, or instruments, without further order of the Court, provided that any such modification, amendment, or supplement does not have a material adverse effect on the Fixed/Floating Debtors Estates. 135. Except as expressly permitted or otherwise expressly provided in the

Fixed/Floating Plan or this Confirmation Order, all Entities, including, but not limited to, all debt

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security holders, equity security holders, governmental, tax, and regulatory authorities, parties to Executory Contracts and Unexpired Leases, customers, lenders, trade and other creditors, holding Claims, Liens, or Interests of any kind or nature whatsoever against the Fixed/Floating Debtors (whether legal or equitable, secured or unsecured, matured or unmatured, contingent or non-contingent, senior or subordinated) arising under or out of, in connection with, or in any way relating to, the Fixed/Floating Debtors, the operation of the Fixed/Floating Debtors business prior to the Effective Date, or the assumption by the Fixed/Floating Debtors of the Executory Contracts and Unexpired Leases, hereby are forever barred, estopped, and permanently enjoined from asserting such Entitys Claims, Liens, or Interests against: (a) the Fixed/Floating Debtors; (b) New HoldCo; (c) the Fixed/Floating Plan Sponsors; or (d) New HoldCos successors, designees, or assigns or their respective properties, assets, or interest. 136. If any Entity that has filed financing statements, mortgages, mechanics liens, lis

pendens, or other documents or agreements evidencing Liens in or on the Fixed/Floating Debtors or the assets of the Fixed/Floating Debtors shall not have delivered to the Fixed/Floating Debtors prior to the Effective Date, in proper form for filing and executed by the appropriate parties, termination statements, instruments of satisfaction, releases of all Claims and Liens which the Entity has with respect to the Fixed/Floating Debtors or the assets of the Fixed/Floating Debtors or otherwise, then (a) the Fixed/Floating Debtors are hereby authorized to execute and file such statements, instruments, releases, and other documents on behalf of such Entity, and (b) the Fixed/Floating Debtors are hereby authorized to file, register, or otherwise record a certified copy of this Confirmation Order, which, once filed, registered, or otherwise recorded, shall constitute conclusive evidence of the release of all Claims, Interests, and Liens in or on the Fixed/Floating Debtors or the assets of the Fixed/Floating Debtors of any kind or nature

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whatsoever. Each federal, state, and local governmental agency or department is authorized to accept for filing and/or recording any and all documents and instruments to evidence the release of all Claims, Interests, and Liens in or on the Fixed/Floating Debtors or the assets of the Fixed/Floating Debtors or otherwise necessary and appropriate to consummate the transactions contemplated by the Commitment Letter and all other documents related thereto reflecting the terms of the Fixed/Floating Successful Bid. 137. The consideration provided by the Fixed/Floating Plan Sponsors for the

Fixed/Floating Debtors under the Commitment Letter constitutes, and shall be deemed to constitute, reasonably equivalent value and fair consideration under the Bankruptcy Code and under the laws of the United States, any state, territory, or possession thereof, and the District of Columbia. 138. The consideration provided by the Fixed/Floating Plan Sponsors for the Interests

in the reorganized Fixed/Floating Debtors under the Commitment Letter is fair and reasonable and may not be avoided under section 363(n) or any other provision of the Bankruptcy Code, or otherwise. 139. Except as otherwise provided in the Fixed/Floating Plan, on the Effective Date,

each of the Fixed/Floating Debtors creditors is authorized and directed to execute such documents and take all other actions as may be necessary to release its Claims and Liens in the assets of the Fixed/Floating Debtors, if any, as such Claims or Liens may have been recorded or may otherwise exist. 140. This Confirmation Order (a) shall be effective as a determination that, on the

Effective Date (except as specifically provided in the Fixed/Floating Plan), all Claims and Liens of any kind or nature whatsoever existing or relating as to the Fixed/Floating Debtors or the

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assets of the Fixed/Floating Debtors on or prior to the Effective Date have been unconditionally released, discharged, and terminated, and that the conveyances described herein and/or the Commitment Letter have been effected, and (b) shall be binding upon and shall govern the acts of all Entities including without limitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state, and local officials, taxing authorities, and all other Entities who may be required by operation of law, the duties of their office, or contract, to accept, file, register or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or to any of the assets of the Fixed/Floating Debtors. 141. All non-Debtor Entities who on the Effective Date are in possession of some or all

of the assets of the Fixed/Floating Debtors (other than (a) the master servicer for the C6 and C7 Trusts; (b) trustees for the C6 and C7 Trusts; (c) the C6 and C7 Trusts; and (d) Midland) are hereby directed to provide access to, and surrender possession of, the assets of the Fixed/Floating Debtors to the Fixed/Floating Plan Sponsors on the Effective Date (unless otherwise instructed by the Fixed/Floating Plan Sponsors). L. Fixed/Floating Investment. 142. On the Effective Date of the Fixed/Floating Plan, and subject to the terms of the

Fixed/Floating Successful Bid, New HoldCo shall purchase, directly or indirectly, the Interests of Grand Prix Mezz Borrower Fixed, LLC, Grand Prix Mezz Borrower Floating, LLC, Grand Prix Fixed Lessee, LLC, and Grand Prix Floating Lessee, LLC in return for the Investment.

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M.

Special Servicer Payment and Special Servicer Release Payment. 143. Contemporaneously with the occurrence of the Effective Date of the

Fixed/Floating Plan, and as a condition thereto, the Fixed/Floating Plan Sponsors shall direct New HoldCo to make the Special Servicer Payment and the Special Servicer Release Payment. N. Issuance of Interests in Post-Effective Date Fixed/Floating Debtors. 144. In accordance with the terms of Article IV.I of the Plan, the issuance of the

Interests by Grand Prix Mezz Borrower Fixed, LLC, Grand Prix Mezz Borrower Floating, LLC, Grand Prix Fixed Lessee, LLC, and Grand Prix Floating Lessee, LLC to New HoldCo is authorized without the need for any further action and without any further action by the Holders of Claims or Interests or any further notice to or action, order, or approval of the Bankruptcy Court. 145. On the Effective Date of the Fixed/Floating Plan, or as soon as reasonably

practicable thereafter, the Interests in Grand Prix Mezz Borrower Fixed, LLC, Grand Prix Mezz Borrower Floating, LLC, Grand Prix Fixed Lessee, LLC, and Grand Prix Floating Lessee, LLC to New HoldCo (or such of them as may be designated by New HoldCo) shall be distributed to New HoldCo in accordance with the Fixed/Floating Plan without any further notice to or action, order, or approval of the Bankruptcy Court. 146. All of the Interests in the Post-Effective Date Fixed/Floating Debtors issued

pursuant to the Fixed/Floating Plan shall be duly authorized, validly issued, fully paid, and nonassessable. Each distribution and issuance referred to in Article VI of the Plan shall be governed by the terms and conditions set forth in the Fixed/Floating Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. -67-

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O.

New Fixed Rate Pool Mortgage Loan Limited Guarantys. 147. On the Effective Date of the Fixed/Floating Plan and in connection with the New

Fixed Rate Pool Mortgage Loan, the New Fixed Rate Pool Mortgage Loan Limited Guarantys shall be entered into by the parties contemplated in the New HoldCo/Midland Commitment and the New Fixed Rate Pool Mortgage Loan Limited Guarantys shall otherwise be consistent with the terms of the New HoldCo/Midland Commitment. P. Effect of Non-Occurrence of the Effective Date Regarding Fixed/Floating Debtors. 148. Unless and only to the extent otherwise agreed among the Debtors, the

Fixed/Floating Plan Sponsors, Lehman, and Midland, if the Effective Date as to the Fixed/Floating Debtors does not occur on or before September 15, 2011 (i.e., the Outside Date under the Commitment Letter), this Confirmation Order shall be automatically revoked solely with respect to the Fixed/Floating Debtors and the Plan as applicable to the Fixed/Floating Debtors and the Commitment Letter shall be null and void in all respects and nothing contained in the Plan, the Disclosure Statement, or the Commitment Letter shall: (1) constitute a waiver or release of any claims by or Claims against or Interests in the Fixed/Floating Debtors; (2) prejudice in any manner the rights of the Fixed/Floating Debtors, the Fixed/Floating Plan Sponsors, any Holders of Claims against or Interests in the Fixed/Floating Debtors, or any other Entity; or (3) constitute an admission, acknowledgment, offer, or undertaking by the Fixed/Floating Debtors, the Fixed/Floating Plan Sponsors, any Holders of Claims against or Interests, or any other Entity in any respect. Q. Approval of Entry Into the Anaheim Plan Related Documents. 149. The Post-Effective Date Anaheim Hotel Debtors are authorized to execute and

deliver, and empowered to perform under, consummate and implement, the transactions contemplated under the Anaheim Plan and to take all further actions as may be necessary or -68-

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appropriate to the performance of the obligations as contemplated by the Anaheim Plan and the Anaheim Hotel Commitment Letter. 150. This Confirmation Order and the Plan shall be binding in all respects upon all

holders of Claims against, or Interests in (whether known or unknown) any Anaheim Hotel Debtor, all non-Debtor parties to the Assumed Contracts, the Anaheim Hotel Debtors and their respective affiliates and subsidiaries, and any subsequent examiners or trustees appointed in the Chapter 11 Cases. 151. Except as expressly permitted or otherwise expressly provided in the Anaheim

Plan or this Confirmation Order, all Entities, including, but not limited to, all debt security holders, equity security holders, governmental, tax, and regulatory authorities, parties to Executory Contracts and Unexpired Leases, customers, lenders, trade and other creditors, holding Claims, Liens, or Interests of any kind or nature whatsoever against the Anaheim Hotel Debtors (whether legal or equitable, secured or unsecured, matured or unmatured, contingent or non-contingent, senior or subordinated) arising under or out of, in connection with, or in any way relating to, the Anaheim Hotel Debtors, the operation of the Anaheim Hotel Debtors business prior to the Effective Date, or the assumption by the Anaheim Hotel Debtors of the Executory Contracts and Unexpired Leases, hereby are forever barred, estopped, and permanently enjoined from asserting such Entitys Claims, Liens, or Interests against the Anaheim Hotel Debtors. 152. Except as otherwise provided in the Plan or this Confirmation Order, if any Entity

that has filed financing statements, mortgages, mechanics liens, lis pendens, or other documents or agreements evidencing Liens in or on the Anaheim Hotel Debtors or the assets of the Anaheim Hotel Debtors shall not have delivered to the Anaheim Hotel Debtors prior to the Effective Date, in proper form for filing and executed by the appropriate parties, termination statements,

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instruments of satisfaction, releases of all Claims and Liens which the Entity has with respect to the Anaheim Hotel Debtors or the assets of the Anaheim Hotel Debtors or otherwise, then (a) the Anaheim Hotel Debtors are hereby authorized to execute and file such statements, instruments, releases, and other documents on behalf of such Entity, and (b) the Anaheim Hotel Debtors are hereby authorized to file, register, or otherwise record a certified copy of this Confirmation Order, which, once filed, registered, or otherwise recorded, shall constitute conclusive evidence of the release of all Claims, Interests, and Liens in or on the Anaheim Hotel Debtors or the assets of the Anaheim Hotel Debtors of any kind or nature whatsoever. Each federal, state, and local governmental agency or department is authorized to accept for filing and/or recording any and all documents and instruments to evidence the release of all Claims, Interests, and Liens in or on the Anaheim Hotel Debtors or the assets of the Anaheim Hotel Debtors or otherwise necessary and appropriate to consummate the transactions contemplated by the Anaheim Plan. 153. Except as otherwise provided in the Anaheim Plan, on the Effective Date, each of

the Anaheim Hotel Debtors creditors is authorized and directed to execute such documents and take all other actions as may be necessary to release its Claims and Liens in the assets of the Anaheim Hotel Debtors, if any, as such Claims or Liens may have been recorded or may otherwise exist. 154. All non-Debtor Entities who on the Effective Date are in possession of some or all

of the assets of the Anaheim Hotel Debtors are hereby directed to provide access to, and surrender possession of, the assets of the Anaheim Hotel Debtors to New Anaheim HoldCo on the Effective Date. 155. This Confirmation Order (a) shall be effective as a determination that, on the

Effective Date (except as specifically provided in the Anaheim Plan), all Claims and Liens of

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any kind or nature whatsoever existing or relating as to the Anaheim Hotel Debtors or the assets of the Anaheim Hotel Debtors on or prior to the Effective Date have been unconditionally released, discharged, and terminated, and (b) shall be binding upon and shall govern the acts of all Entities including without limitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state, and local officials, taxing authorities, and all other Entities who may be required by operation of law, the duties of their office, or contract, to accept, file, register or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or to any of the assets of the Anaheim Hotel Debtors. R. Anaheim Hotel Commitment Letter. 156. The Anaheim Hotel Commitment Letter hereby is approved and, unless otherwise

agreed by the parties thereto, the restructuring of the Anaheim Hotel Debtors shall be done in accordance with the terms of the Anaheim Hotel Commitment Letter, except as modified by Article III.B.2 of the Plan, Treatment of Class A1. S. Approval of Entry Into the Ontario Plan Related Documents. 157. The Post-Effective Date Ontario Hotel Debtors are authorized to execute and

deliver, and empowered to perform under, consummate and implement, the transactions contemplated under the Ontario Plan and to take all further actions as may be necessary or appropriate to the performance of the obligations as contemplated by the Ontario Plan. 158. This Confirmation Order and the Plan shall be binding in all respects upon all

holders of Claims against, or Interests in (whether known or unknown) any Ontario Hotel Debtor, all non-Debtor parties to the Assumed Contracts, the Ontario Hotel Debtors and their

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respective affiliates and subsidiaries, and any subsequent examiners or trustees appointed in the Chapter 11 Cases. 159. Except as expressly permitted or otherwise expressly provided in the Ontario Plan

or this Confirmation Order, all Entities, including, but not limited to, all debt security holders, equity security holders, governmental, tax, and regulatory authorities, parties to Executory Contracts and Unexpired Leases, customers, lenders, trade and other creditors, holding Claims, Liens, or Interests of any kind or nature whatsoever against the Ontario Hotel Debtors (whether legal or equitable, secured or unsecured, matured or unmatured, contingent or non-contingent, senior or subordinated) arising under or out of, in connection with, or in any way relating to, the Ontario Hotel Debtors, the operation of the Ontario Hotel Debtors business prior to the Effective Date, or the assumption by the Ontario Hotel Debtors of the Executory Contracts and Unexpired Leases, hereby are forever barred, estopped, and permanently enjoined from asserting such Entitys Claims, Liens, or Interests against the Ontario Hotel Debtors. 160. Except as otherwise provided in the Plan or this Confirmation Order, if any Entity

that has filed financing statements, mortgages, mechanics liens, lis pendens, or other documents or agreements evidencing Liens in or on the Ontario Hotel Debtors or the assets of the Ontario Hotel Debtors shall not have delivered to the Ontario Hotel Debtors prior to the Effective Date, in proper form for filing and executed by the appropriate parties, termination statements, instruments of satisfaction, releases of all Claims and Liens which the Entity has with respect to the Ontario Hotel Debtors or the assets of the Ontario Hotel Debtors or otherwise, then (a) the Ontario Hotel Debtors are hereby authorized to execute and file such statements, instruments, releases, and other documents on behalf of such Entity, and (b) the Ontario Hotel Debtors are hereby authorized to file, register, or otherwise record a certified copy of this Confirmation

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Order, which, once filed, registered, or otherwise recorded, shall constitute conclusive evidence of the release of all Claims, Interests, and Liens in or on the Ontario Hotel Debtors or the assets of the Ontario Hotel Debtors of any kind or nature whatsoever. Each federal, state, and local governmental agency or department is authorized to accept for filing and/or recording any and all documents and instruments to evidence the release of all Claims, Interests, and Liens in or on the Ontario Hotel Debtors or the assets of the Ontario Hotel Debtors or otherwise necessary and appropriate to consummate the transactions contemplated by the Ontario Plan. 161. Except as otherwise provided in the Ontario Plan, on the Effective Date, each of

the Ontario Hotel Debtors creditors is authorized and directed to execute such documents and take all other actions as may be necessary to release its Claims and Liens in the assets of the Ontario Hotel Debtors, if any, as such Claims or Liens may have been recorded or may otherwise exist. 162. This Confirmation Order (a) shall be effective as a determination that, on the

Effective Date (except as specifically provided in the Ontario Plan), all Claims and Liens of any kind or nature whatsoever existing or relating as to the Ontario Hotel Debtors or the assets of the Ontario Hotel Debtors on or prior to the Effective Date have been unconditionally released, discharged, and terminated, and (b) shall be binding upon and shall govern the acts of all Entities including without limitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state, and local officials, taxing authorities, and all other Entities who may be required by operation of law, the duties of their office, or contract, to accept, file, register or otherwise record or release any documents or

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instruments, or who may be required to report or insure any title or state of title in or to any of the assets of the Ontario Hotel Debtors. T. Effect of Non-Occurrence of the Effective Date Regarding the Ontario Plan. 163. Unless and only to the extent otherwise agreed among the Debtors and C-III, if

the Effective Date of the Ontario Plan does not occur on or before July 5, 2011, this Confirmation Order solely as applicable to the Ontario Plan shall be automatically revoked and the Ontario Plan shall be null and void in all respects. Upon the non-occurrence of the Effective Date for the Ontario Plan, C-III and the Debtors will enter into a stipulation, acceptable to the Debtors and C-III, each in their reasonable discretion, providing for: (1) the lifting of the automatic stay imposed by section 362 of the Bankruptcy Code with respect to the collateral securing the Ontario Hotel Mortgage Loan Agreement; (2) a waiver and release of any claims by or Claims against or Interests in the Ontario Hotel Debtors by C-III as provided for by Article VIII.G of the Plan; and (3) the payment by C-III of $30,000, which payment shall be distributed among Holders of Claims against the Ontario Hotel Debtors. U. Approval of Entry Into the Remaining Debtor Plan Related Documents. 164. The Post-Effective Date Remaining Debtors are authorized to execute and deliver,

and empowered to perform under, consummate and implement, the Chatham APA, the Chatham Hotel Sale Transaction Documents, the Stipulation, and all other documents related thereto, together with all additional instruments, documents, and agreements that may be reasonably necessary or desirable to implement the Chatham Hotel Sale Transaction Documents, the Stipulation, and all other documents related thereto and to take all further actions as may be requested by Chatham for the purpose of assigning, transferring, granting, conveying, and conferring to Chatham (or its designee) or reducing to possession, the assets under the Chatham APA, or as may be necessary or appropriate to the performance of the obligations as -74-

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contemplated by the Plan, the Chatham APA, the Chatham Hotel Sale Transaction Documents, the Stipulation, and all other documents related thereto. 165. This Confirmation Order, the Plan, the Chatham Hotel Sale Transaction

Documents, the Stipulation, and all other documents related thereto, reflecting the terms of the Chatham Hotel Sale Transaction, shall be binding in all respects upon all holders of Claims against, or Interests in (whether known or unknown) any Remaining Debtor, all non-Debtor parties to the Assumed Contracts, Chatham, all successors and assigns of Chatham, the Remaining Debtors and their respective affiliates and subsidiaries, and any subsequent examiners or trustees appointed in the Chapter 11 Cases. 166. The Chatham Hotel Sale Transaction Documents, the Stipulation, and all other

documents related thereto and any related agreements, documents, or other instruments may be modified, amended, or supplemented by the parties thereto in accordance with the terms of such agreements, documents, or instruments, without further order of the Court, provided that any such modification, amendment, or supplement does not have a material adverse effect on the Remaining Debtors Estates. 167. Except as expressly permitted or otherwise expressly provided in the Remaining

Debtor Plan or this Confirmation Order, all Entities, including, but not limited to, all debt security holders, equity security holders, governmental, tax, and regulatory authorities, parties to Executory Contracts and Unexpired Leases, customers, lenders, trade and other creditors, holding Claims, Liens, or Interests of any kind or nature whatsoever against the Remaining Debtors (whether legal or equitable, secured or unsecured, matured or unmatured, contingent or non-contingent, senior or subordinated) arising under or out of, in connection with, or in any way relating to, the Remaining Debtors, the assets of the Remaining Debtors, the operation of the

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Remaining Debtors business prior to the Effective Date, or the assumption by the Remaining Debtors of the Executory Contracts and Unexpired Leases, hereby are forever barred, estopped, and permanently enjoined from asserting such Entitys Claims, Liens, or Interests against: (a) the Remaining Debtors; (b) Chatham; or (c) Chathams successors, designees, subsidiaries, affiliates or assigns or each of their respective properties, assets, or interests. 168. Except as otherwise provided in the Plan or this Confirmation Order, if any Entity

that has filed financing statements, mortgages, mechanics liens, lis pendens, or other documents or agreements evidencing Liens in or on the Remaining Debtors or the assets of the Remaining Debtors shall not have delivered to the Remaining Debtors prior to the Effective Date, in proper form for filing and executed by the appropriate parties, termination statements, instruments of satisfaction, releases of all Claims and Liens which the Entity has with respect to the Remaining Debtors or the assets of the Remaining Debtors or otherwise, then (a) the Remaining Debtors are hereby authorized to execute and file such statements, instruments, releases, and other documents on behalf of such Entity, and (b) the Remaining Debtors are hereby authorized to file, register, or otherwise record a certified copy of this Confirmation Order, which, once filed, registered, or otherwise recorded, shall constitute conclusive evidence of the release of all Claims, Interests, and Liens in or on the Remaining Debtors or the assets of the Remaining Debtors of any kind or nature whatsoever. Each federal, state, and local governmental agency or department is authorized to accept for filing and/or recording any and all documents and instruments to evidence the release of all Claims, Interests, and Liens in or on the Remaining Debtors or the assets of the Remaining Debtors or otherwise necessary and appropriate to consummate the transactions contemplated by the Chatham Hotel Sale Transaction Documents

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and all other documents related thereto reflecting the terms of the Chatham Hotel Sale Transaction. 169. Except as otherwise provided in the Remaining Debtor Plan, on the Effective

Date, each of the Remaining Debtors creditors is authorized and directed to execute such documents and take all other actions as may be necessary to release its Claims and Liens in the assets of the Remaining Debtors, if any, as such Claims or Liens may have been recorded or may otherwise exist. 170. This Confirmation Order (a) shall be effective as a determination that, on the

Effective Date (except as specifically provided in the Remaining Debtor Plan), all Claims and Liens of any kind or nature whatsoever existing or relating as to the Remaining Debtors or the assets of the Remaining Debtors on or prior to the Effective Date have been unconditionally released, discharged, and terminated, and that the conveyances described herein and/or the Chatham Hotel Sale Transaction Documents have been effected, and (b) shall be binding upon and shall govern the acts of all Entities including without limitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state, and local officials, taxing authorities, and all other Entities who may be required by operation of law, the duties of their office, or contract, to accept, file, register or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or to any of the assets of the Remaining Debtors.

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V.

Chatham Hotel Sale Transaction.8 171. On the Effective Date of the Remaining Debtor Plan, and in accordance with the

Chatham APA and as applicable to the Remaining Debtors, the Debtors will consummate the Chatham Hotel Sale Transaction in accordance with the Chatham Hotel Sale Transaction Documents, provided, however, that notwithstanding anything contained in the Plan, the Plan Supplement, the Remaining Debtor Plan, the Disclosure Statement or any other document or agreement relating to the foregoing documents, the consideration paid by Chatham to consummate the Chatham Hotel Sale Transaction in accordance with the Chatham APA shall not exceed the Chatham Hotel Sale Transaction Purchase Consideration, provided that Chatham shall in addition remain responsible for any fees and expenses Chatham has agreed to pay pursuant to the Chatham APA. 172. The transactions contemplated by the Chatham APA effect a legal, valid,

enforceable and effective sale and transfer of the Property to and the assumption of the Assumed Loans by Chatham and shall vest Chatham with title (fee simple good and marketable title with respect to the Real Property) to the Property free and clear of all Encumbrances other than Permitted Encumbrances. 173. The Sellers and each of the Operating Tenants are authorized to assume pursuant

to section 365 of the Bankruptcy Code and assign to the extent permitted by law to Chatham each of the Assumed Contracts and Assumed Leases in accordance with section 365 of the Bankruptcy Code.

Capitalized terms used but not defined in this Section V of this Confirmation order shall have the meaning ascribed to them in the Chatham APA; provided however, that Chatham as used in this Section V shall mean Chatham (or its designee, as applicable).

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174.

Any Cure Obligations under the Assumed Contracts and Assumed Leases shall be

paid by the Sellers as soon as practicable and in no event later than the date on which the Assumed Contracts and Assumed Leases are deemed assumed and assigned in accordance with Article V of the Plan (unless the Bankruptcy Court orders otherwise). 175. The Assumed Contracts and the Assumed Leases will be transferred to, and

remain in full force and effect for the benefit of Chatham, notwithstanding any provision in any such Contract or Lease or any requirement of Applicable Law (including those described in Sections 365(b)(2) and (f) of the Bankruptcy Code) that prohibits, restricts or limits in any way such assignment or transfer. 176. The non-debtor party or parties to each Assumed Contract or Assumed Lease are

hereby enjoined and forever barred from asserting against Chatham, the Sellers, or any of the Property: (a) any default, Claim, Liability or other cause of action existing as of the Closing Date whether asserted or not and (b) any objection to the assumption and assignment of such non-debtor partys Assumed Contract and Assumed Lease. 177. The Chatham APA is expressly binding upon any trustee in the event of

conversion of any of the Seller Chapter 11 Cases to chapter 7, appointment of a chapter 11 trustee in any Seller Chapter 11 Case, or transfer of venue of any Seller Chapter 11 Case to a bankruptcy court other than the Bankruptcy Court. W. Preservation of Causes of Action. 178. The provisions of Article IV of the Plan are hereby approved in their entirety.

Subject to the releases set forth in Article III.B, Article VIII.C, Article VIII.D, Article VIII.E, Article VIII.F, Article VIII.G, and Article VIII.H of the Plan, and in accordance with section 1123(b) of the Bankruptcy Code, each of the Post Effective Date Debtors shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action, whether -79-

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arising before or after the Petition Date, including any actions specifically enumerated in the Plan Supplement, and the Post-Effective Date Debtors rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date; provided, that Article III.B and the release in Article VIII.E of the Plan provides for a release by the Fixed/Floating Debtors of all holders of Class FF5 from all preferences under sections 547 and 550 of the Bankruptcy Code (including derivative claims asserted on behalf of the Fixed/Floating Debtors). The Post-Effective Date Debtors may pursue such Causes of Action, as appropriate, in accordance with the best interests of the Post-Effective Date Debtors. 179. No Entity may rely on the absence of a specific reference in the Plan, the Plan

Supplement, or the Disclosure Statement to any Cause of Action against them as any indication that the Debtors or the Post-Effective Date Debtors, as applicable, will not pursue any and all available Causes of Action against them. Except with respect to Causes of Action as to which the Debtors or the Post-Effective Date Debtors have released any Entity on or prior to the Effective Date (pursuant to any of the release provisions set forth in Article VIII, Article III.B with respect to Class FF5, or otherwise), the Debtors or the Post-Effective Date Debtors, as applicable, expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan. Unless any Causes of Action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Bankruptcy Court order, the Post-Effective Date Debtors expressly reserve all Causes of Action, for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmation or Consummation

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X.

Post-Confirmation Notices, Professional Compensation, Administrative Claims, and Bar Dates. 1. 180. Notice of Entry of the Confirmation Order. In accordance with Bankruptcy Rules 2002 and 3020(c), within 28 days of the

date of entry of the Confirmation Order, the Debtors shall cause the Notice of Confirmation, substantially in the form attached hereto as Exhibit B, to be served by United States mail, first class postage prepaid, by hand, or by overnight courier service to all parties served with the Confirmation Hearing Notice; provided, that no notice or service of any kind shall be required to be mailed or made upon any Entity to whom the Debtors mailed a Confirmation Hearing Notice, but received such notice returned marked undeliverable as addressed, moved, left no forwarding address or forwarding order expired, or similar reason, unless the Debtors have been informed in writing by such Entity, or are otherwise aware, of that Entitys new address. To supplement the notice described in the preceding sentence, within 28 days of the date of the Confirmation Order the Debtors shall publish the Notice of Confirmation once in the USA Today. Mailing and publication of the Notice of Confirmation in the time and manner set forth in this paragraph shall be good, adequate, and sufficient notice under the particular circumstances and in accordance with the requirements of Bankruptcy Rules 2002 and 3020(c), and no further notice is necessary. 181. The Notice of Confirmation shall have the effect of an order of the Court, shall

constitute sufficient notice of the entry of the Confirmation Order to such filing and recording officers, and shall be a recordable instrument notwithstanding any contrary provision of applicable non-bankruptcy law.

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2. 182.

Professional Compensation. The provisions governing Professional compensation set forth at Article II.B of

the Plan are approved in their entirety. Notwithstanding anything in the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Members of Official Committees [Docket No. 189] (the Interim Compensation Order), the Bankruptcy Rules, or General Order M-388 of the Local Bankruptcy Rules for the Southern District of New York to the contrary, any requirement that Professionals submit an interim fee application on or within 45 days after the end of the current Interim Fee Period (as defined in the Interim Compensation Order) is hereby waived, and such interim fee application may be combined with a final request for payment of Accrued Professional Compensation Claims as provided by Article II.B of the Plan. 3. 183. LNR Structuring Fee. The payment of the LNR Structuring Fee is hereby approved. On the Effective

Date of the Remaining Debtor Plan, the LNR Structuring Fee shall be paid to LNR in full in Cash with the proceeds of the Chatham Hotel Sale Transaction Purchase Consideration. 4. 184. Reimbursement of Five Mile Expenses and Lehman Advisor and Counsel Fees and Expenses. Upon the Fixed/Floating Plan Effective Date, the Fixed/Floating Debtors shall

pay to Five Mile the Five Mile Expense Reimbursement Claim in an amount not to exceed $3 million. Notwithstanding any provision in the Plan to the contrary, neither Five Mile nor its counsel shall be required to file any application or other formal request for payment or allowance of the Five Mile Expense Reimbursement Claim.

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185.

Lehmans advisors and counsels reasonable and documented fees and expenses

through the Effective Date shall continue to be paid in accordance with the Cash Collateral Orders. 5. 186. Ad Hoc Committee Administrative Claim. The Ad Hoc Committee Administrative Claim is hereby deemed an Allowed

Administrative Priority Claim in the amount of $3.5 million and shall be paid in full in Cash by a Remaining Debtor (other than Grand Prix Holdings, Innkeepers USA Trust, and Innkeepers Financial Corporation) on the Effective Date of the Remaining Debtor Plan. 6. 187. Other Administrative Claims. The provisions governing the treatment of Allowed Administrative Claims set

forth in Article II.A of the Plan are approved in their entirety. 7. 188. Notice of Subsequent Pleadings. Except as otherwise may be provided in the Plan or herein, notice of all

subsequent pleadings in the Chapter 11 Cases after the Effective Date shall be limited to the following parties: (a) the Debtors and their counsel; (b) the United States Trustee; (c) C-III, CWCapital, LCPI, Lehman, LNR, Midland, TriMont, and SASCO and each of their respective counsel; (d) Apollo; (e) New HoldCo, the Fixed/Floating Plan Sponsors, and their counsel; (e) Chatham and its counsel; and (f) any party known to be directly affected by the relief sought therein. Y. Exemption from Securities Laws. 189. The solicitation of acceptances and rejections of the Plan was exempt from the

registration requirements of the Securities Act and applicable state securities laws, and no other non-bankruptcy law applies to the solicitation.

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190.

Interests to be issued to New HoldCo will be issued without registration under the

Securities Act or any similar federal, state, or local law in reliance on the exemption set forth in section 4(2) of the Securities Act or Regulation D promulgated thereunder and any necessary action related thereto shall be taken by New HoldCo or the Post-Effective Date Fixed/Floating Debtors. Z. Exemptions from Taxation. 191. Pursuant to section 1146(a) of the Bankruptcy Code, any transfers of property or

any Interests pursuant to the Plan or pursuant to the Commitment Letter or the Chatham APA and documents related thereto (including the issuance of the Interests by Grand Prix Mezz Borrower Fixed, LLC, Grand Prix Mezz Borrower Floating, LLC, Grand Prix Fixed Lessee, LLC, and Grand Prix Floating Lessee, LLC and the transfer of the Property (as defined in the Chatham APA)), including the recording of any mortgages or liens or amendments thereto, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, or other similar tax or governmental assessment in the United States (including any state, municipality, or county), and upon entry of the Confirmation Order, the appropriate state or local governmental officials or agents shall forgo the collection of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax, recordation fee, or governmental assessment. AA. Retention of Jurisdiction. 192. Notwithstanding the entry of the Confirmation Order and the occurrence of the

Effective Date, on and after the Effective Date, the Court shall retain such jurisdiction over these Chapter 11 Cases and all matters specifically set forth at Article XI of the Plan.

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BB.

Appeal. 193. This Confirmation Order shall be effective and enforceable immediately upon

entry in accordance with Bankruptcy Rules 3020(e), 6004(h), and 6006(d) (and notwithstanding any other provision of the Bankruptcy Code or Bankruptcy Rules) and its provisions shall be self-executing. In the absence of any Entity obtaining a stay of the Confirmation Order, the Debtors are authorized to consummate the Plan. CC. References to Plan Provisions. 194. The failure specifically to include or to refer to any particular article, section, or

provision of the Plan, the Plan Supplement, or any related document in the Confirmation Order shall not diminish or impair the effectiveness of such article, section, or provision, it being the intent of the Court that the Plan and any related documents be confirmed in their entirety. DD. Treatment of Executory Contracts and Unexpired Leases. 195. The Executory Contract and Unexpired Lease provisions of Article V of the Plan

shall be, and hereby are, approved in their entirety. EE. Provisions Governing Distributions. 196. The provisions governing distributions contained in Article VI of the Plan shall

be, and hereby are, approved in their entirety. FF. Procedures for Resolving Claims and Disputes. 197. The Claims resolution procedures contained in Article VII of the Plan shall be,

and hereby are, approved in their entirety. GG. Management Compensation. 198. The Fixed/Floating Plan Sponsors funding of $3.5 million of certain employee-

related emergence costs related to the Fixed/Floating Plan is hereby approved. Such amount shall be distributed by the Fixed/Floating Plan Sponsors on the Effective Date of the -85-

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Fixed/Floating Plan to certain members of the Debtors management and employees at the direction of, and in the sole and absolute discretion of, the current board of Innkeepers USA Trust. 199. The Debtors implementation of a compensation program for certain members of

the Debtors management and employees related to the sale of the assets of the Remaining Debtors in an amount of approximately $500,000, as set forth in the Plan Supplement, is hereby approved. HH. Rights and Obligations Under Troy Settlement Agreement. 200. All of the Debtors rights and obligations under that certain Settlement Agreement

and Release Relating to the Detroit/Troy Central Residence Inn by Marriott, dated August 24, 2010, by and between certain of the Debtors and Marriott International, Inc., as approved by the Bankruptcy Court pursuant to the So-Ordered Stipulation Between Innkeepers USA Trust and Marriott International, Inc. and Order Approving Settlement of Marriotts Motion for Limited Modification of the Automatic Stay and Debtors Motion to Assume the Troy Central Franchise Agreement, entered by the Bankruptcy Court on August 31, 2010 [Docket No. 357], shall be assumed by the Fixed/Floating Debtors. II. D&O Liability Insurance Policies. 201. Notwithstanding anything in the Plan to the contrary, on the Effective Date of the

Remaining Debtor Plan, the Remaining Debtors shall have assumed all of the D&O Liability Insurance Policies pursuant to section 365 of the Bankruptcy Code or otherwise, subject to the Debtors rights to seek amendment to such D&O Liability Insurance Policies. Entry of this Confirmation Order for the Remaining Debtor Plan shall constitute the Bankruptcy Courts approval of the Remaining Debtors foregoing assumption of each of the D&O Liability Insurance Policies. Notwithstanding anything to the contrary contained in the Plan, -86-

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Confirmation of the Plan shall not discharge, impair, or otherwise modify any obligations assumed by the foregoing assumption of the D&O Liability Insurance Policies, and each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Remaining Debtors under the Remaining Debtor Plan as to which no Proof of Claim need be Filed. JJ. D&O Tail Insurance Policies. 202. The Debtors are authorized to purchase tail coverage under a directors and

officers liability insurance policy with a term of six years for the current and former officers, directors, trustees, and members containing the same coverage that exists under the Debtors current D&O Liability Insurance Policies (i.e., a tail policy). After the Effective Date, none of the Post-Effective Date Debtors shall terminate or otherwise reduce the coverage under any directors and officers insurance policies (including the tail policy) in effect on the Effective Date, with respect to conduct occurring prior thereto, and all officers, directors, trustees, and members of the Debtors who served in such capacity at any time prior to the Effective Date shall be entitled to the full benefits of any such policy for the full term of such policy regardless of whether such officers, directors, trustees, and/or members remain in such positions after the Effective Date. KK. Indemnification Provisions. 203. Notwithstanding anything in the Plan to the contrary, pursuant to section 365 of

the Bankruptcy Code or otherwise, and as of the Effective Date, the Debtors shall assume and assign to the Post-Effective Date Debtors all of the Indemnifications Provisions in place on or before the Effective Date for Claims related to or in connection with any actions, omissions, or transactions occurring before the Effective Date. Entry of this Confirmation Order shall

constitute the Bankruptcy Courts approval of the Debtors foregoing assumption and assignment -87-

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of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (i) Confirmation of the Plan shall not discharge, impair, or otherwise modify any obligations assumed and assigned by the foregoing assumption and assignment of the Indemnification Provisions, (ii) each such obligation shall be deemed and treated as an Executory Contract that has been assumed and assigned by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (iii) as of the Effective Date, the Indemnifications Provisions shall be binding and enforceable against the Post-Effective Date Debtors. LL. Ad Hoc Committee Agreement. 204. The integrated agreement among the Debtors and the Ad Hoc Committee (the

Ad Hoc Committee Agreement) set forth in Article IV.AA of the Plan is hereby approved in its entirety. 205. In accordance with the Ad Hoc Committee Agreement, the Ad Hoc Committee,

among other things, waives any right to challenge the allowability of the Innkeepers USA Trust Preferred A Interests (held by one of the Debtors or otherwise), including any right to object to or seek to subordinate the Innkeepers USA Trust Preferred A Interests, in exchange for the consideration being provided to the Ad Hoc Committee herein. 206. The distribution provisions under the Remaining Debtor Plan under which, after

payment of certain allowed claims, the Innkeepers USA Trust Preferred C Interests share in the $7.4 million of cash, the proceeds of the Chatham Hotel Sale Transaction, and other available assets, shall not be changed adversely to the Innkeepers USA Trust Preferred C Interests absent the consent of the Ad Hoc Committee. 207. Holders of Innkeepers USA Trust Preferred C Interests and the Ad Hoc

Committee shall be deemed to be Fixed/Floating Releasing Parties, Anaheim Hotel Releasing

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Parties, and Ontario Hotel Releasing Parties; and the Ad Hoc Committee shall be a Remaining Debtor Releasing Party. 208. Without limiting the scope of the release, exculpation, and injunction provisions

of the Plan, the Ad Hoc Committee waives any right it may have in, and affirmatively agrees that it will not assert a claim against or interest in, the recovery distributable to Holders of Innkeepers USA Trust Preferred A Interests or any party in interest asserting rights with respect to such recovery, provided that the Ad Hoc Committee Agreement is approved in its entirety. The Innkeepers USA Trust Preferred A Interests shall be treated as pari passu with the Innkeepers USA Trust Preferred C Interests. 209. The Ad Hoc Committee and its advisors will receive the Ad Hoc Committee

Administrative Claim to be paid in the amount of $3.5 million by a Remaining Debtor (other than Grand Prix Holdings, Innkeepers USA Trust, and Innkeepers Financial Corporation) for its role in the Chapter 11 Cases. The amount will be paid on the Effective Date of the Remaining Debtor Plan. The claim for payment shall be deemed an Allowed administrative priority Claim. MM. Cancellation of Interests in Grand Prix Holdings. 210. Apollos Interests in Grand Prix Holdings are canceled, released, and

extinguished as of the Effective Date of the Remaining Debtor Plan subject to Apollos right to recover in accordance with the Distribution Waterfall as applicable to Grand Prix Holdings. NN. Claims and Interests Against Grand Prix Holdings. 211. Notwithstanding anything to the contrary in the Plan, the rights of Midland,

Lehman, LCPI, and SASCO to assert claims against Grand Prix Holdings on account of guaranty claims are expressly preserved for resolution by the Bankruptcy Court in connection with any litigation or settlement of guaranty claims against Grand Prix Holdings pursuant to the

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Stipulation Providing Certain Guaranty Claimants Ballots and Voting Rights [Docket No. 1639] (the Voting Stipulation). 212. Notwithstanding anything to the contrary contained in the Plan, including but not

limited to Article VII.B of the Plan, TriMonts Claims against Grand Prix Holdings shall not be deemed disallowed or expunged despite its failure to obtain entry of an order prior to the Effective Date deeming such Claims to be timely filed. As set forth in the Voting Stipulation, all parties in interest with standing to object reserve all rights to object to TriMonts Claims against Grand Prix Holdings on any grounds, including timeliness, prior to or after the Effective Date. 213. The guaranty claim of C-III against Grand Prix Holdings related to the Ontario

Hotel Mortgage Loan Agreement (the Ontario Hotel Mortgage Loan Guaranty Claim) shall be an Allowed Claim in Class R4B in the amount of $44,738,754.33 minus the greater of (i) $8 million or (ii) the amount received by C-III upon a sale of the collateral under the Ontario Hotel Mortgage Loan Agreement; provided that to the extent that any other Allowed unsecured Claim against Grand Prix Holdings includes postpetition interest, the amount of the Allowed Ontario Hotel Mortgage Loan Guaranty Claim established pursuant to the preceding clause may be increased by the amount of postpetition interest accrued on the Allowed Ontario Hotel Mortgage Loan Guaranty Claim, and provided further that in no event shall the recovery on account of the Ontario Hotel Mortgage Loan Guaranty Claim, if any, exceed $1.5 million. 214. Apollos rights to receive a recovery from the Distribution Waterfall on account

of its Interests in Grand Prix Holdings are expressly preserved for resolution by the Bankruptcy Court in connection with any litigation or settlement of guaranty claims against Grand Prix Holdings.

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215.

Grand Prix Holdings will not make any distributions under the Remaining Debtor

Plan until all disputed Claims against Grand Prix Holdings (including any guaranty claims) are resolved. OO. Other Essential Documents and Agreements. 216. The Commitment Letter, the Chatham APA, the Anaheim Hotel Commitment

Letter, the Chatham Hotel Sale Transaction Documents, the Chatham Hotel Sale Transaction Loan Assumption Documents, the LNR Commitment, the New Fixed Rate Pool Mortgage Loan, the New Fixed Rate Pool Mortgage Loan Limited Guarantys, the New HoldCo/Midland Commitment, and the Stipulation and the transactions contemplated by each of the foregoing are approved in their entirety and, upon execution and delivery of the agreements and documents relating thereto by the applicable parties, such documents and agreements shall be in full force and effect and valid, binding and enforceable in accordance with their terms without the need for any further notice to or action, order or approval of the Court, or other act or action under applicable law, regulation, order or rule. The Debtors and other counterparties to such

documents and agreements are authorized, without further approval of the Court or any other party, to execute and deliver all agreements, documents, instruments, securities, and certificates relating to such agreements and perform their obligations thereunder, including, without limitation, pay all fees and indemnities due thereunder or in connection therewith. 217. On or before the Effective Date, the Debtors may file with the Court such

agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. The Debtors and other counterparties to such documents and agreements, all Holders of Claims or Interests receiving distributions pursuant to the Plan, and all other parties in interest shall, from time to time, prepare, execute, and deliver

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any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan. PP. Return of Deposits. 218. All utilities, including any Entity who received a deposit or other form of

adequate assurance of performance pursuant to section 366 of the Bankruptcy Code during these Chapter 11 Cases (collectively, the Deposits), whether pursuant to the Order Determining Adequate Assurance of Payment for Future Utility Services [Docket No. 188] or otherwise, including, gas, electric, telephone, trash and sewer services, are directed to return such Deposits to the Purchaser, either by setoff against postpetition indebtedness or by cash refund, within 30 days following the Effective Date and as of the Effective Date, such utilities are not entitled to make requests for or receive Deposits. QQ. Reports. 219. After the Effective Date, the Debtors have no obligation to file with the Court or

serve on any parties reports that the Debtors were obligated to file under the Bankruptcy Code or a Court order, including, monthly operating reports (even for those periods for which a monthly operating report was not filed prior to the Effective Date), ordinary course professional reports, or monthly or quarterly reports for Professionals. RR. Governing Law. 220. Unless a rule of law or procedure is supplied by federal law (including the

Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of New York, without giving effect to the principles of conflict of laws (except for Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York), shall govern the rights, obligations, construction, and implementation of the Plan, any agreements, documents, instruments, or contracts executed or entered into in connection with the Plan (except as -92-

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otherwise set forth in those agreements, in which case the governing law of such agreement shall control), and corporate or limited liability company governance matters; provided that corporate or limited liability company governance matters relating to the Debtors or the Post-Effective Date Debtors, as applicable, not incorporated or formed (as applicable) in New York shall be governed by the laws of the state of incorporation or formation (as applicable) of the applicable Debtor or the Post-Effective Date Debtors, as applicable. SS. Effectiveness of All Actions. 221. Except as set forth in the Plan, upon the Effective Date, all actions contemplated

by the Plan shall be deemed authorized and approved in all respects, including: (1) selection of the member of New HoldCo; (2) the issuance and distribution of the Interests in Grand Prix Mezz Borrower Fixed, LLC, Grand Prix Mezz Borrower Floating, LLC, Grand Prix Fixed Lessee, LLC, and Grand Prix Floating Lessee, LLC, (3) the execution and approval for the limited liability agreement of New HoldCo consistent with the terms of the Fixed/Floating Successful Bid, (4) the execution and delivery of the New Fixed Rate Pool Mortgage Loan, the New Fixed Rate Pool Mortgage Notes, and the New Fixed Rate Pool Mortgage Loan Limited Guarantys consistent with the terms of the New HoldCo/Midland Commitment; (5) assumption of the LNR-Serviced Loans consistent with the terms of the LNR Commitment and the Stipulation; and (6) all other actions contemplated by the Plan (whether to occur before, on, or after the Effective Date). 222. All matters provided for in the Plan involving the corporate structure of the

Debtors or the Post-Effective Date Debtors, and any corporate action required by the Debtors or the Post-Effective Date Debtors in connection with the Plan shall be deemed to have occurred and shall be in effect, without any requirement of further action by the Security holders, directors, members, trustees, officers, or managers of the Debtors or the Post-Effective Date -93-

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Debtors or any further notice to or action, order, or approval of the Bankruptcy Court. On or (as applicable) prior to the Effective Date, the appropriate officers of the Debtors or the PostEffective Date Debtors, as applicable, shall be authorized and (as applicable) directed to issue, execute, and deliver the agreements, documents, securities, and instruments contemplated by the Plan (or necessary or desirable to effect the transactions contemplated by the Plan) in the name of and on behalf of the Post-Effective Date Debtors, including any and all other agreements, documents, securities, and instruments relating to the foregoing. The authorizations and

approvals contemplated herein shall be effective notwithstanding any requirements under nonbankruptcy law. TT. Approval of Consents and Authorization to Take Acts Necessary to Implement Plan. 223. Pursuant to section 1142(b) of the Bankruptcy Code, section 303 of the Delaware

General Corporation Law, and any comparable provision of the business corporation or company laws of any other state, on and after the Effective Date, the Post-Effective Date Debtors and their directors, members, trustees, officers, and managers and the appropriate officers, managers or authorized persons of New HoldCo (including, any vice-president, president, chief executive officer, treasurer or chief financial officer thereof), as applicable, shall be authorized and directed to issue, execute and deliver the agreements, documents, securities, certificates of incorporation, certificates of formation, bylaws, operating agreements, and instruments contemplated by the Fixed/Floating Plan, the Commitment Letter, and all documents related thereto and are authorized to and may issue, execute, deliver, file, or record such contracts, Securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan and the Securities issued pursuant to the Plan in the name of and on behalf of the Post-Effective Date Debtors or New HoldCo, as applicable, without the need for any approvals, -94-

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authorizations, or consents, except for those expressly required pursuant to the Plan, or any further notice to or action, order, or approval of the Bankruptcy Court. The authorizations and approvals contemplated by Article IV.Q of the Plan (as they relate to the Fixed/Floating Plan) shall be effective notwithstanding any requirements under non-bankruptcy law. On and after the Effective Date, New HoldCo and the managers, officers, authorized persons, members and managing members thereof, are authorized to and may issue, execute, deliver, file, or record such contracts, securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Fixed/Floating Plan, the Commitment Letter, and all documents related thereto. 224. On and as a condition to the occurrence of the Effective Date of the

Fixed/Floating Plan, (a) on account of its Class FF3B claims against the Fixed/Floating Debtors, Lehman shall, in accordance with the Plan, receive a Cash payment of $233,489,097.04 (the Lehman Cash Payment), subject to increase or decrease based on the amount of accrued default interest and unpaid fees and expenses due in accordance with the Floating Rate Mortgage Loan Agreement through the Effective Date of the Fixed/Floating Plan; (b) on account of its Class FF4 claims against the Fixed/Floating Debtors, SASCO shall receive a Cash payment of $2,363,001.42 (the SASCO Cash Payment), subject to increase or decrease based on accrued default interest and unpaid fees and expenses due in accordance with the Floating Rate Mortgage Loan Agreement through the Effective Date of the Fixed/Floating Plan; and (iii) the Lehman DIP Lender shall receive payment in full in Cash of all claims derived from or based upon the Lehman DIP Agreement (the Lehman DIP Cash Payment), which are hereby deemed Allowed Claims. The Bankruptcy Court shall have jurisdiction over any dispute with respect to

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the pay-off amount of the Lehman Cash Payment, the SASCO Cash Payment, or the Lehman DIP Cash Payment. Notwithstanding anything to the contrary contained in this Order, the Fixed/Floating Plan, the Disclosure Statement, or the Plan Supplement, Lehman, SASCO, and the Lehman DIP Lenders claims and liens against the applicable Fixed/Floating Debtors and the assets of the applicable Fixed/Floating Debtors shall remain in full force and effect and shall not be extinguished until the Lehman Cash Payment, the SASCO Cash Payment, and the Lehman DIP Cash Payment have been received by Lehman, SASCO, and the Lehman DIP Lender, respectively. 225. This Confirmation Order shall constitute all approvals and consents required, if

any, by the laws, rules, and regulations of all states and any other governmental authority with respect to the implementation or consummation of the Plan and any documents, instruments, or agreements, and any amendments or modifications thereto, and any other acts and transactions referred to in or contemplated by the Plan, the Plan Supplement, the Disclosure Statement, and any documents, instruments, securities, or agreements, and any amendments or modifications thereto. UU. Modifications or Amendments. 226. Subject to the limitations contained herein and the consent rights available to the

Fixed/Floating Plan Sponsors and Midland (as described in Article IX of the Plan), the Debtors reserve the right to modify the Plan as to material terms and seek Confirmation consistent with the Bankruptcy Code and, as appropriate, not resolicit votes on such modified Plan. Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in the Plan, the Debtors expressly reserve their rights to alter, amend, or modify materially the Plan with respect to the Debtors, one or more times, after Confirmation, and, to the extent necessary, may initiate -96-

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proceedings in the Bankruptcy Court to so alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan. Any such modification or supplement shall be considered a modification of the Plan and shall be made in accordance with this Article X of the Plan. VV. Controlling Document. 227. In the event of an inconsistency between the Plan and the Disclosure Statement,

the terms of the Plan shall control in all respects. In the event of an inconsistency between the Plan and the Plan Supplement, the terms of the relevant document in the Plan Supplement shall control (unless stated otherwise in such Plan Supplement document). The provisions of the Plan and of the Confirmation Order shall be construed in a manner consistent with each other so as to effect the purposes of each; provided that if there is determined to be any inconsistency between any Plan provision and any provision of the Confirmation Order that cannot be so reconciled, then, solely to the extent of such inconsistency, the provisions of the Confirmation Order shall govern and any such provision of the Confirmation Order shall be deemed a modification of the Plan and shall control and take precedence. The provisions hereof are subject to the provisions of Article IX.B and Article IX.D.2.e of the Plan. WW. Reservation of Rights. 228. Except as expressly set forth in the Plan, each of the Joint Plans shall have no

force or effect unless the Bankruptcy Court shall enter the Confirmation Order with respect to such Joint Plan. Neither the Plan, any statement or provision contained in the Plan, nor any action taken or not taken by any Debtor with respect to the Plan, the Disclosure Statement, the Confirmation Order, or the Plan Supplement shall be or shall be deemed to be an admission or

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waiver of any rights of any Debtor with respect to the Holders of Claims or Interests prior to the Effective Date XX. Injunctions and Automatic Stay. 229. Unless otherwise provided in the Plan or in the Confirmation Order, all

injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order), shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms. YY. Nonseverability of Plan Provisions upon Confirmation; Severability of Joint Plans. 230. Each term and provision of each Joint Plan, and the transactions related thereto as

they heretofore may have been altered or interpreted by the Court is: (a) valid and enforceable pursuant to its terms; (b) integral to each Joint Plan and may not be deleted or modified without the Debtors consent; and (c) nonseverable and mutually dependent. ZZ. Waiver or Estoppel. 231. Each Holder of a Claim or an Interest shall be deemed to have waived any right to

assert any argument, including the right to argue that its Claim or Interest should be Allowed in a certain amount, in a certain priority, Secured or not subordinated by virtue of an agreement made with the Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the Disclosure Statement, or papers filed with the Court prior to the Confirmation Date.

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AAA. Authorization to Consummate. 232. The Debtors are authorized to consummate the Plan at any time after the entry of

the Confirmation Order subject to satisfaction or waiver (by the required parties) of the conditions precedent to the Effective Date set forth in Article IX of the Plan. BBB. Substantial Consummation. 233. On the Effective Date of each Joint Plan, such Joint Plan shall be deemed to be

substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code. CCC. Chartis Assumed Agreements. 234. [TO COME]

DDD. Claims of Carrollton-Farmers Branch Independent School District. 235. In full and final resolution of the objection to Confirmation of the Plan asserted by

Carrollton-Farmers Branch Independent School District [Docket No. 1717], which objection shall be deemed withdrawn upon entry of this Confirmation Order to the extent not previously withdrawn: (a) notwithstanding anything in the Plan or the Confirmation Order to the contrary, the claims of Carrollton-Farmers Branch Independent School District (CFBISD) are Secured claims under section 506 of the Bankruptcy Code, and shall be deemed Allowed under section 502 of the Bankruptcy Code unless objected to within the time provided by the Claims Objection Bar Date: (b) CFBISD shall be paid interest on its Allowed Claim under section 506(b) of the Bankruptcy Code from the Petition Date until the Effective Date, as well as from the Effective Date until paid in full pursuant to section 1129 of the Bankruptcy Code, at the statutory rate as provided in section 511 of the Bankruptcy Code; (c) any overpayment of the claims of CFBISD shall be handled under the terms of, and within the time parameters specified in, applicable state law and shall not be subject to the provisions of Article VI.G of the Plan; and (d) CFBISD shall retain all statutory tax liens that secure prepetition and postpetition ad valorem property taxes -99-

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until all amounts owed are paid in full and these liens shall not be primed or affected by any means under the Plan, this Confirmation Order, or otherwise. EEE. Dissolution of the Committee. 236. Without considering any of the Chapter 11 Cases that have been converted,

dismissed or closed, on the date that is the latest Effective Date of a chapter 11 plan applicable to any of the Chapter 11 Cases or on a date otherwise ordered by the Court, the Committees, if any, shall dissolve and all members, employees or agents thereof shall be released and discharged from all rights and duties from or related to the Chapter 11 Cases; provided that the Committee shall continue in existence following the Effective Date (or on the date that is otherwise ordered by the Court) for either (a) addressing matters concerning fees incurred in connection with the administration of the Chapter 11 Cases or (b) participating in any appeal of the Confirmation Order. FFF. Preservation of Fixed Rate Pool Mortgage Loan Collateral. 237. Notwithstanding anything in the Plan, the Plan Supplement or this Confirmation

Order to the contrary, the Liens, security interests and encumbrances securing the Fixed Rate Pool Mortgage Loan Claims are neither released, discharged nor otherwise impaired by the confirmation of the Fixed/Floating Plan or this Confirmation Order, and the Obligations described in the Loan Documents (as defined in the Loan Agreement) as modified by the Second Amendment to Loan Agreement and Omnibus Loan Modification Agreement to implement the provisions of the Fixed/Floating Plan, subject to the occurrence of the Effective Date, are, in all things, deemed to be in full force and effect and are confirmed and ratified. GGG. Final Order. 238. This Order is a Final Order and the period in which an appeal must be filed shall

commence upon the entry hereof. -100-

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IT IS SO ORDERED. New York, New York Date: , 2011 Honorable Shelley C. Chapman

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Exhibit A Plan

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Exhibit B Notice of Confirmation and Effective Date

K&E 19076290.20

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 ENTRY OF CONFIRMATION ORDER AND OCCURRENCE OF EFFECTIVE DATE OF [CERTAIN OF] DEBTORS PLANS OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE PLEASE TAKE NOTICE that on May 20, 2011, the debtors in the above-captioned chapter 11 cases (collectively, the Debtors) filed the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1445] (the Plan) in the United States Bankruptcy Court for the Southern District of New York (the Court).2 PLEASE TAKE FURTHER NOTICE that on [DATE], 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 [Docket No. ] (the Confirmation Order). The Plan and Confirmation Order are available free of charge at the Debtors restructuring website: www.omnimgt.com/innkeepers. PLEASE TAKE FURTHER NOTICE that the Effective Date of the Plan for [all Debtors] occurred on [DATE], 2011. PLEASE TAKE FURTHER NOTICE that except for Claims of Professionals and Governmental Units, unless previously Filed, requests for payment of Administrative Claims must be Filed and served on the Post-Effective Date Debtors no later than the Administrative
1

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. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan.

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Claims Bar Date applicable to the Debtor against whom the Administrative Claim is asserted. Holders of Administrative Claims that are required to File and serve a request for payment of such Administrative Claims by the Administrative Bar Date that do not File and serve such a request by the Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors, the Post-Effective Date Debtors, or the property of the Post-Effective Date Debtors and such Administrative Claims shall be deemed discharged as of the Effective Date. PLEASE TAKE FURTHER NOTICE that objections to such requests must be Filed and served on the requesting party by the later of (a) 180 days after the Effective Date and (b) 180 days after the Filing of the applicable request for payment of Administrative Claims, if applicable.

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New York, New York Dated: [DATE], 2011

DRAFT 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 in Possession Debtors and

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