Proposed Hearing Date and Time: June 7, 2011 at 2:00 p.m.

prevailing Eastern Time Proposed Objection Deadline: June 6, 2011 at 12:00 p.m. prevailing Eastern Time

Schuyler G. Carroll Jeffrey D. Vanacore PERKINS COIE LLP 30 Rockefeller Plaza, 25th Floor New York, NY 10112 and David M. Neff (admitted pro hac vice) PERKINS COIE LLP 131 S. Dearborn, Street, Suite 1700 Chicago, IL 60603-5559 Attorneys for C-III Asset Management LLC UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Innkeepers USA Trust, et al., Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 Jointly Administered

NOTICE OF MOTION OF C-III ASSET MANAGEMENT LLC FOR AN EXPEDITED HEARING AND TO SHORTEN THE NOTICE PERIOD WITH RESPECT TO ITS MOTION FOR ORDER TEMPORARILY ALLOWING ITS CLAIM AGAINST GRAND PRIX HOLDINGS, LLC AND GRAND PRIX ONTARIO LESSEE, LLC, FOR PURPOSES OF VOTING PURSUANT TO BANKRUPTCY RULE 3018(a) PLEASE TAKE NOTICE that Wells Fargo Bank, N.A., not individually but solely in its capacity as trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C1 (Lender), by and through C-III Asset Management LLC (C-III), filed its Motion for an Expedited Hearing and to Shorten Time (the Motion to Shorten Time) so that its Motion for Order Temporarily Allowing its Claims Against Grand Prix Holdings, LLC and Grand Prix Ontario Lessee, for

38935-0109/LEGAL20963801.1

Purposes of Voting Pursuant to Bankruptcy Rule 3018(a) (the Motion) may be heard on June 7, 2011 at 2:00 p.m. prevailing Eastern Time before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Courtroom No. 610 of the United States Bankruptcy Court for the Southern District of New York (the Court), Alexander Hamilton Custom House, One Bowling Green, New York, New York 1004-1408 (the June 7 Hearing). PLEASE TAKE FURTHER NOTICE that objections to the Motion or the Motion to shorten Time may be raised in person on or before June 6, 2011 at 12:00 p.m. prevailing Eastern Time. PLEASE TAKE FURTHER NOTICE that, to the extent an objection to the Motion or Motion to Shorten Time: (a) must be in writing; (b) shall conform to the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), all General Orders of the Court, the Local Rules of the Court and the Notice, Case Management, and Administrative Procedures [Docket No. 68] (the Case Management Procedures) approved by the Court; (c) shall be filed with the Court by registered users of the Court's filing system (the User's Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website of the Court); and (d) shall be served so as to be actually received no later than June 6, 2011 at 12:00 p.m. prevailing Eastern Time by the entities on the Master Service List (as such term is defined in the Case Management Procedures), which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors' notice and claims agent.

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Dated: May 26, 2011

/s/ David M. Neff Schuyler G. Carroll Jeffrey D. Vanacore PERKINS COIE LLP 30 Rockefeller Plaza, 25th Floor New York, NY 10112 Phone: 212.262.6900 Fax: 212.977.1649 scarroll@perkinscoie.com jvanacore@perkinscoie.com David M. Neff (admitted pro hac vice) PERKINS COIE LLP 131 S. Dearborn, Street, Suite 1700 Chicago, IL 60603-5559 Phone: 312.324.8400 Fax: 312.324.9400 dneff@perkinscoie.com Attorneys for C-III Asset Management LLC

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Proposed Hearing Date and Time: June 7, 2011 at 2:00 p.m. prevailing Eastern Time Proposed Objection Deadline: June 6, 2011 at 12:00 p.m. prevailing Eastern Time

Schuyler G. Carroll Jeffrey D. Vanacore PERKINS COIE LLP 30 Rockefeller Plaza, 25th Floor New York, NY 10112 and David M. Neff (admitted pro hac vice) PERKINS COIE LLP 131 S. Dearborn, Street, Suite 1700 Chicago, IL 60603-5559 Attorneys for C-III Asset Management LLC UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Innkeepers USA Trust, et al., Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 Jointly Administered

C-III ASSET MANAGEMENT LLC'S MOTION FOR AN EXPEDITED HEARING AND TO SHORTEN THE NOTICE PERIOD WITH RESPECT TO ITS MOTION FOR ORDER TEMPORARILY ALLOWING ITS CLAIMS AGAINST GRAND PRIX HOLDINGS, LLC AND GRAND PRIX ONTARIO LESSEE, LLC, FOR PURPOSES OF VOTING PURSUANT TO BANKRUPTCY RULE 3018(a) Wells Fargo Bank, N.A., not individually but solely in its capacity as trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C1 (Lender), by and through C-III Asset Management LLC (C-III), by its undersigned counsel, hereby moves (the "Motion to Shorten Time") the Court for an Order, substantially in the form attached hereto as Exhibit A (a) scheduling a hearing to consider its Motion for Order Temporarily Allowing its Claims

LEGAL20963763.1

Against Grand Prix Holdings, LLC and Grand Prix Ontario Lessee, for Purposes of Voting Pursuant to Bankruptcy Rule 3018(a) (the Motion) for June 7, 2011 at 2:00 p.m. prevailing Eastern Time, and (b) shortening the notice period for the Motion from 14 days to 11 days, so that objections to the Motion or the Motion Shortening Time must be filed no later than June 6, 2011 at 12:00 p.m. prevailing Eastern Time. In support of its Motion to Shorten Time, Lender states as follows: Jurisdiction 1. The United States Bankruptcy Court for the Southern District of New York (the

Court) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. 3. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory basis for the relief requested herein is Rule 9006(a) of the Federal

Rules of Bankruptcy Procedure (the Bankruptcy Rules). Relief Requested 4. By this Motion to Shorten Time, Lender seeks to have the hearing date for the

Motion established as June 7, 2011 at 2:00 p.m. prevailing Eastern Time and the objection deadline for the Motion established as June 6, 2011 at 12:00 p.m. prevailing Eastern Time. Background 5. Lender filed three claims, each in the amount of $44,738,754.33: (a) Claim

No. 1025 (the Borrower Claim) against KPA HI Ontario, LLC (Borrower); (b) Claim No. 1039 (the Operating Lessee Claim) against Grand Prix Ontario Lessee, LLC (Operating Lessee); and (c) Claim No. 1041 (the Guarantor Claim and together with the Borrower Claim and the Operating Lessee Claim, the Claims) against Grand Prix Holdings, LLC (Guarantor). -2LEGAL20963763.1

6.

On April 20, 2011, the Debtors filed their Sixth Omnibus Objection to Claims

(Wrong Debtor Claims) (the Claim Objection), which includes nonsubstantive objections to the Guarantor Claim and the Operating Lessee Claim. On May 17, 2011, Lender responded to the Claim Objection (Docket No. 1408) (the Lender Response). The Claim Objection, as it relates to the Guarantor Claim and Lessee Claim, and the Lender Response are scheduled to be heard on June 23, 2011, the same day as the hearing on confirmation of the Plan. 7. According to the solicitation procedures attached as Exhibit 2 to the Court's Order

approving Debtors' disclosure statement (Docket No. 1441), if a claim is subject to a pending objection, the holder of that claim may not vote unless a Resolution Event has occurred at least five days prior to the Voting Deadline of June 17, 2011, including entry of an order temporarily allowing the claim for voting purposes (i.e., June 12, 2011). 8. As a result, although the Claim Objection as it relates to the Guarantor Claim and

the Operating Lessee Claim are set to be heard on June 23, 2011 in connection with the confirmation hearing, the procedures established by the Debtors will preclude Lender from voting those Claims unless the Court temporarily allows those claims on or before June 12, 2011 (or extends that deadline). Basis for Relief 9. Pursuant to the Notice, Case Management and Administrative Procedures [Docket

No. 68] (the Procedures) approved by the Court, and Local Rule 9006-1(b), requests for relief ordinarily must be filed and served fourteen (14) days prior to a regularly scheduled Omnibus Hearing Date. See Procedures, Section I.A(i) under heading Case Management Procedures. However, the Procedures expressly preserve a party's right to request that a motion be heard on shortened time, consistent with Bankruptcy Rule 9006 and the Local Bankruptcy Rules.

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10.

The Motion seeks temporary allowance of the Guarantor Claim and the Operating

Lessee Claim, the merits of which are scheduled to be heard in connection with the Claim Objection at the same time as the confirmation hearing on June 23, 2011. Rather than allow Lender to cast a provisional ballot pending the outcome of that hearing, the Debtors' solicitation procedures preclude Lender from voting unless the Court enters an Order on or before June 12, 2011 a full eleven days prior to the confirmation hearing. 11. As a result of the timeline imposed by the Debtors, Lender cannot wait until

June 23, 2011 to have the allowance of the Guarantor Claim or Operating Lessee Claim determined by the Court. The only regularly scheduled Omnibus Hearing Date between now and June 23, 2011 is scheduled for June 7, 2011. 12. Lender submits that shortening time to allow the Motion be heard at the June 7,

2011 hearing will prevent significant harm to Lender while imposing no significant burdens on the Debtors or other parties in interest. The relief requested herein is especially appropriate in light of the fact that, as explained in the Motion, the Claim Objection sets forth no substantive bases for disallowing the Guarantor Claim or the Operating Lessee Claim but, instead, merely includes them on an omnibus schedule as duplicate/wrong debtor claims with no explanation. It would be inconsistent with the Bankruptcy Code and Bankruptcy Rules to allow Debtors to prevent Lender from exercising its substantive rights to vote on Debtors Plan through a nonsubstantive objection.

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WHEREFORE, Lender respectfully requests that the Court enter an Order substantially in the form of Exhibit A granting the relief requested herein and such other relief as is just and proper. Dated: May 26, 2011 Respectfully Submitted, /s/ David M. Neff Schuyler G. Carroll Jeffrey D. Vanacore PERKINS COIE LLP 30 Rockefeller Plaza, 25th Floor New York, NY 10112 Phone: 212.262.6900 Fax: 212.977.1649 scarroll@perkinscoie.com jvanacore@perkinscoie.com David M. Neff (admitted pro hac vice) PERKINS COIE LLP 131 S. Dearborn, Street, Suite 1700 Chicago, IL 60603-5559 Phone: 312.324.8400 Fax: 312.324.9400 dneff@perkinscoie.com Attorneys for C-III Asset Management LLC

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EXHIBIT A

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

ORDER GRANTING C-III ASSET MANAGEMENT LLC'S MOTION FOR AN EXPEDITED HEARING AND TO SHORTEN THE NOTICE PERIOD WITH RESPECT TO ITS MOTION FOR ORDER TEMPORARILY ALLOWING ITS CLAIMS AGAINST GRAND PRIX HOLDINGS, LLC AND GRAND PRIX ONTARIO LESSEE, LLC, FOR PURPOSES OF VOTING PURSUANT TO BANKRUPTCY RULE 3018(a) Upon the motion (the Motion to Shorten Time) of Wells Fargo Bank, N.A., not individually but solely in its capacity as trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C1 (Lender), by and through C-III Asset Management LLC (C-III) for an Order (this Order) (a) scheduling a hearing to consider its Motion for Order Temporarily Allowing its Claims Against Grand Prix Holdings, LLC and Grand Prix Ontario Lessee, for Purposes of Voting Pursuant to Bankruptcy Rule 3018(a) (the Motion) for June 7, 2011 at 2:00 p.m. prevailing Eastern Time, and (b) shortening the notice period for the Motion; it appearing that good cause exists for the relief requested; the Court having jurisdiction to consider the Motion to Shorten and the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; consideration of the Motion and the Motion to Shorten and the relief requested therein being a core proceeding within the meaning of 28 U.S.C. 157(b)(2); venue being proper before this Court pursuant to 28 U.S.C. 1408 and 1409; notice of the Motion having been adequate and appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefore, it is HEREBY ORDERED THAT:

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1. 2.

The Motion to Shorten Time is granted to the extent provided herein; The Motion and the Motion to Shorten time shall be heard on June 7, 2011 at

2:00 p.m. prevailing Eastern Time; 3. Objections to the Motion or the Motion to Shorten Time shall be filed and served

no later than June 6, 2011 at 12:00 p.m. prevailing Eastern time; and 4. sufficient. Notice of the Motion and the Motion to Shorten time shall be deemed good and

New York, New York Dated ___________ 2011 _____________________________________ United States Bankruptcy Judge

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